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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aircastle Limited | NYSE:AYR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 32.01 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Bermuda
|
98-0444035
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
|
|
c/o Aircastle Advisor LLC
300 First Stamford Place, 5
th
Floor, Stamford, CT
|
06902
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Page
No.
|
|
|
|
Item 1.
|
|
|
|
Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015
|
|
|
Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2016 and 2015
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015
|
|
|
Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2016 and 2015
|
|
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Lease rental revenue
|
$
|
181,975
|
|
|
$
|
188,038
|
|
|
$
|
537,670
|
|
|
$
|
550,023
|
|
Finance and sales-type lease revenue
|
5,354
|
|
|
1,868
|
|
|
13,026
|
|
|
5,352
|
|
||||
Amortization of net lease discounts and lease incentives
|
(521
|
)
|
|
(2,113
|
)
|
|
(5,419
|
)
|
|
(10,288
|
)
|
||||
Maintenance revenue
|
6,829
|
|
|
15,726
|
|
|
20,603
|
|
|
55,148
|
|
||||
Total lease revenue
|
193,637
|
|
|
203,519
|
|
|
565,880
|
|
|
600,235
|
|
||||
Other revenue
|
1,015
|
|
|
8,555
|
|
|
2,425
|
|
|
10,700
|
|
||||
Total revenues
|
194,652
|
|
|
212,074
|
|
|
568,305
|
|
|
610,935
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
76,201
|
|
|
85,324
|
|
|
227,918
|
|
|
237,538
|
|
||||
Interest, net
|
61,797
|
|
|
60,381
|
|
|
188,490
|
|
|
184,063
|
|
||||
Selling, general and administrative (including non-cash share-based payment expense of $2,059 and $1,424 for the three months ended and $5,796 and $3,981 for the nine months ended September 30, 2016 and 2015, respectively)
|
15,985
|
|
|
14,032
|
|
|
46,883
|
|
|
42,663
|
|
||||
Impairment of aircraft
|
10,462
|
|
|
78,403
|
|
|
27,185
|
|
|
102,358
|
|
||||
Maintenance and other costs
|
1,834
|
|
|
2,520
|
|
|
5,504
|
|
|
9,126
|
|
||||
Total expenses
|
166,279
|
|
|
240,660
|
|
|
495,980
|
|
|
575,748
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on sale of flight equipment
|
(73
|
)
|
|
15,679
|
|
|
14,932
|
|
|
43,034
|
|
||||
Other
|
(210
|
)
|
|
70
|
|
|
(136
|
)
|
|
341
|
|
||||
Total other income (expense)
|
(283
|
)
|
|
15,749
|
|
|
14,796
|
|
|
43,375
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before income taxes and earnings of unconsolidated equity method investment
|
28,090
|
|
|
(12,837
|
)
|
|
87,121
|
|
|
78,562
|
|
||||
Income tax provision
|
2,458
|
|
|
2,709
|
|
|
8,782
|
|
|
12,037
|
|
||||
Earnings of unconsolidated equity method investment, net of tax
|
1,805
|
|
|
1,557
|
|
|
5,390
|
|
|
4,563
|
|
||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share — Basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
$
|
0.35
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.06
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share — Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
$
|
0.35
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.06
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.72
|
|
|
$
|
0.66
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net change in fair value of derivatives, net of tax expense
of $0 and $3 for the three months ended and tax expense of $0 and $26 for the nine months ended September 30, 2016 and 2015, respectively
|
—
|
|
|
272
|
|
|
(1
|
)
|
|
708
|
|
||||
Net derivative loss reclassified into earnings
|
705
|
|
|
5,006
|
|
|
9,074
|
|
|
19,349
|
|
||||
Other comprehensive income
|
705
|
|
|
5,278
|
|
|
9,073
|
|
|
20,057
|
|
||||
Total comprehensive income (loss)
|
$
|
28,142
|
|
|
$
|
(8,711
|
)
|
|
$
|
92,802
|
|
|
$
|
91,145
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
227,918
|
|
|
237,538
|
|
||
Amortization of deferred financing costs
|
13,567
|
|
|
11,211
|
|
||
Amortization of net lease discounts and lease incentives
|
5,419
|
|
|
10,288
|
|
||
Deferred income taxes
|
3,129
|
|
|
(1,455
|
)
|
||
Non-cash share-based payment expense
|
5,796
|
|
|
3,981
|
|
||
Cash flow hedges reclassified into earnings
|
9,074
|
|
|
19,349
|
|
||
Security deposits and maintenance payments included in earnings
|
(12,844
|
)
|
|
(20,645
|
)
|
||
Gain on sale of flight equipment
|
(14,932
|
)
|
|
(43,034
|
)
|
||
Impairment of aircraft
|
27,185
|
|
|
102,358
|
|
||
Other
|
(4,712
|
)
|
|
269
|
|
||
Changes in certain assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,699
|
|
|
253
|
|
||
Other assets
|
3,815
|
|
|
(4,382
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
16,459
|
|
|
14,085
|
|
||
Lease rentals received in advance
|
2,111
|
|
|
7,566
|
|
||
Net cash provided by operating activities
|
367,413
|
|
|
408,470
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition and improvement of flight equipment
|
(792,270
|
)
|
|
(1,034,578
|
)
|
||
Proceeds from sale of flight equipment
|
488,749
|
|
|
343,020
|
|
||
Restricted cash and cash equivalents related to sale of flight equipment
|
17,000
|
|
|
—
|
|
||
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits
|
(14,035
|
)
|
|
(4,421
|
)
|
||
Net investment in finance and sales-type leases
|
(78,892
|
)
|
|
(24,000
|
)
|
||
Collections on finance and sales-type leases
|
14,413
|
|
|
6,768
|
|
||
Unconsolidated equity method investment and associated costs
|
(12,686
|
)
|
|
—
|
|
||
Other
|
(812
|
)
|
|
(260
|
)
|
||
Net cash used in investing activities
|
(378,533
|
)
|
|
(713,471
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchase of shares
|
(36,573
|
)
|
|
(1,960
|
)
|
||
Proceeds from secured and unsecured debt financings
|
999,350
|
|
|
800,000
|
|
||
Repayments of secured and unsecured debt financings
|
(489,134
|
)
|
|
(548,359
|
)
|
||
Deferred financing costs
|
(17,273
|
)
|
|
(12,185
|
)
|
||
Restricted secured liquidity facility collateral
|
65,000
|
|
|
—
|
|
||
Liquidity facility
|
(65,000
|
)
|
|
—
|
|
||
Restricted cash and cash equivalents related to financing activities
|
27,137
|
|
|
14,626
|
|
||
Security deposits and maintenance payments received
|
123,767
|
|
|
114,644
|
|
||
Security deposits and maintenance payments returned
|
(37,036
|
)
|
|
(28,797
|
)
|
||
Other
|
(2,073
|
)
|
|
—
|
|
||
Dividends paid
|
(56,702
|
)
|
|
(53,583
|
)
|
||
Net cash provided by financing activities
|
511,463
|
|
|
284,386
|
|
||
Net increase (decrease) in cash and cash equivalents
|
500,343
|
|
|
(20,615
|
)
|
||
Cash and cash equivalents at beginning of period
|
155,904
|
|
|
169,656
|
|
||
Cash and cash equivalents at end of period
|
$
|
656,247
|
|
|
$
|
149,041
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
141,653
|
|
|
$
|
129,696
|
|
Cash paid for income taxes
|
$
|
12,904
|
|
|
$
|
9,665
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
Advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions
|
$
|
110,472
|
|
|
$
|
8,461
|
|
Advance lease rentals, security deposits, and maintenance payments settled in sale of flight equipment
|
$
|
26,671
|
|
|
$
|
77,624
|
|
Transfers from Flight equipment held for lease to Net investment in finance and sales-type leases and Other assets
|
$
|
140,150
|
|
|
$
|
21,766
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.
|
•
|
The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
The income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts.
|
•
|
The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
|
|
|
|
Fair Value Measurements at September 30, 2016
Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of September 30, 2016
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Valuation
Technique
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
656,247
|
|
|
$
|
656,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
54,000
|
|
|
54,000
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
2,073
|
|
|
—
|
|
|
2,073
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
712,320
|
|
|
$
|
710,247
|
|
|
$
|
2,073
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income
|
|
|
|
Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of December 31, 2015
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Valuation
Technique
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
155,904
|
|
|
$
|
155,904
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
98,137
|
|
|
98,137
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
254,041
|
|
|
$
|
254,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
1,283
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
—
|
|
|
Income
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
|
Carrying
Amount
of Liability
|
|
Fair Value
of Liability
|
||||||||
Securitizations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,366
|
|
|
$
|
123,696
|
|
Credit Facilities
|
120,000
|
|
|
120,000
|
|
|
225,000
|
|
|
225,000
|
|
||||
ECA Financings
|
315,687
|
|
|
333,224
|
|
|
404,491
|
|
|
422,640
|
|
||||
Bank Financings
|
967,519
|
|
|
985,085
|
|
|
636,970
|
|
|
653,699
|
|
||||
Senior Notes
|
3,200,000
|
|
|
3,417,500
|
|
|
2,700,000
|
|
|
2,832,125
|
|
Year Ending December 31,
|
Amount
|
||
Remainder of 2016
|
$
|
180,010
|
|
2017
|
676,274
|
|
|
2018
|
613,221
|
|
|
2019
|
523,645
|
|
|
2020
|
435,969
|
|
|
Thereafter
|
1,290,828
|
|
|
Total
|
$
|
3,719,947
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Region
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Asia and Pacific
|
40
|
%
|
|
43
|
%
|
|
40
|
%
|
|
42
|
%
|
Europe
|
22
|
%
|
|
28
|
%
|
|
23
|
%
|
|
28
|
%
|
South America
|
19
|
%
|
|
16
|
%
|
|
19
|
%
|
|
15
|
%
|
Middle East and Africa
|
12
|
%
|
|
9
|
%
|
|
12
|
%
|
|
9
|
%
|
North America
|
7
|
%
|
|
4
|
%
|
|
6
|
%
|
|
6
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue
|
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue
|
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue
|
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue |
Largest lessees by lease rental revenue
|
4
|
|
25%
|
|
2
|
|
12%
|
|
4
|
|
25%
|
|
3
|
|
17%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Country
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
||||||||
Indonesia
(1)
|
$
|
21,745
|
|
|
11%
|
|
$
|
—
|
|
|
—%
|
|
$
|
61,195
|
|
|
11%
|
|
$
|
—
|
|
|
—%
|
(1)
|
Total revenue attributable to Indonesia was less than
10%
for the three and nine months ended September 30, 2015.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
Region
|
Number
of
Aircraft
|
|
Net Book
Value %
|
|
Number
of
Aircraft
|
|
Net Book
Value %
|
||||
Asia and Pacific
|
55
|
|
|
39
|
%
|
|
49
|
|
|
39
|
%
|
Europe
|
57
|
|
|
22
|
%
|
|
64
|
|
|
26
|
%
|
South America
|
23
|
|
|
19
|
%
|
|
22
|
|
|
19
|
%
|
Middle East and Africa
|
14
|
|
|
11
|
%
|
|
9
|
|
|
10
|
%
|
North America
|
24
|
|
|
8
|
%
|
|
17
|
|
|
6
|
%
|
Off-lease
|
2
|
|
(1)
|
1
|
%
|
|
1
|
|
(2)
|
—
|
%
|
Total
|
175
|
|
|
100
|
%
|
|
162
|
|
|
100
|
%
|
(1)
|
Consisted of
two
Boeing 737-800 aircraft delivered to a customer in China in October 2016.
|
(2)
|
Consisted of
one
Boeing 777-200ER aircraft sold during the second quarter of 2016.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
Region
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
||||
Indonesia
|
$
|
721,704
|
|
12%
|
3
|
|
$
|
661,178
|
|
11%
|
3
|
|
|
Amount
|
||
Total lease payments to be received
|
|
$
|
190,005
|
|
Less: Unearned income
|
|
(84,096
|
)
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
|
159,945
|
|
|
Net investment in finance and sales-type leases
|
|
$
|
265,854
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
8,844
|
|
2017
|
|
34,433
|
|
|
2018
|
|
27,419
|
|
|
2019
|
|
27,249
|
|
|
2020
|
|
26,843
|
|
|
Thereafter
|
|
65,217
|
|
|
Total lease payments to be received
|
|
$
|
190,005
|
|
|
|
Amount
|
||
Investment in joint ventures at December 31, 2015
|
|
$
|
50,377
|
|
Investment in joint ventures
|
|
13,422
|
|
|
Earnings from joint ventures, net of tax
|
|
5,390
|
|
|
Distributions
|
|
(2,029
|
)
|
|
Investment in joint ventures at September 30, 2016
|
|
$
|
67,160
|
|
|
At September 30, 2016
|
|
At December 31, 2015
|
|||||||||||
Debt Obligation
|
Outstanding
Borrowings
|
|
Number of Aircraft
|
|
Interest Rate
(1)
|
|
Final Stated
Maturity
|
|
Outstanding
Borrowings |
|||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Securitization No. 2
|
$
|
—
|
|
|
—
|
|
|
—%
|
|
—
|
|
$
|
125,366
|
|
ECA Financings
(2)
|
315,687
|
|
|
7
|
|
|
3.02% to 3.96%
|
|
12/3/21 to 11/30/24
|
|
404,491
|
|
||
Bank Financings
(3)(4)
|
967,519
|
|
|
29
|
|
|
1.52% to 5.09%
|
|
10/26/17 to 01/19/26
|
|
636,970
|
|
||
Less: Debt Issuance Costs
|
(21,783
|
)
|
|
—
|
|
|
|
|
|
|
(20,589
|
)
|
||
Total secured debt financings, net of debt issuance costs
|
1,261,423
|
|
|
36
|
|
|
|
|
|
|
1,146,238
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes due 2017
|
500,000
|
|
|
|
|
6.75%
|
|
04/15/17
|
|
500,000
|
|
|||
Senior Notes due 2018
|
400,000
|
|
|
|
|
4.625%
|
|
12/05/18
|
|
400,000
|
|
|||
Senior Notes due 2019
|
500,000
|
|
|
|
|
6.250%
|
|
12/01/19
|
|
500,000
|
|
|||
Senior Notes due 2020
|
300,000
|
|
|
|
|
7.625%
|
|
04/15/20
|
|
300,000
|
|
|||
Senior Notes due 2021
|
500,000
|
|
|
|
|
5.125%
|
|
03/15/21
|
|
500,000
|
|
|||
Senior Notes due 2022
|
500,000
|
|
|
|
|
5.50%
|
|
02/15/22
|
|
500,000
|
|
|||
Senior Notes due 2023
|
500,000
|
|
|
|
|
5.00%
|
|
04/01/23
|
|
—
|
|
|||
DBJ Term Loan
|
120,000
|
|
|
|
|
2.653%
|
|
04/28/19
|
|
—
|
|
|||
Revolving Credit Facility
|
—
|
|
|
|
|
N/A
|
|
05/13/20
|
|
225,000
|
|
|||
Less: Debt Issuance Costs
|
(33,696
|
)
|
|
|
|
|
|
|
|
(30,082
|
)
|
|||
Total unsecured debt financings, net of debt issuance costs
|
3,286,304
|
|
|
|
|
|
|
|
|
2,894,918
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||
Total secured and unsecured debt financings, net of debt issuance costs
|
$
|
4,547,727
|
|
|
|
|
|
|
|
|
$
|
4,041,156
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for our DBJ Term Loan,
six
of our Bank Financings and our Revolving Credit Facility. All other financings have a fixed rate.
|
(2)
|
The borrowings under these financings at
September 30, 2016
have a weighted-average rate of interest of
3.53%
.
|
(3)
|
The borrowings under these financings at
September 30, 2016
have a weighted-average fixed rate of interest of
3.22%
.
|
(4)
|
In September 2016, we purchased an interest rate cap for
$2,283
to hedge approximately
70%
of our floating rate interest exposure. The interest rate cap is set at
2%
and has a starting notional balance of
$430,000
and reduces over time to
$215,000
. The cap matures in September 2021.
|
|
Minimum
|
|
Target
|
|
Maximum
|
|||
TSR PSUs
|
—
|
|
|
143,414
|
|
|
286,828
|
|
AROE PSUs
|
—
|
|
|
143,409
|
|
|
286,818
|
|
Total
|
—
|
|
|
286,823
|
|
|
573,646
|
|
Declaration Date
|
Dividend per
Common Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
August 2, 2016
|
$
|
0.24
|
|
|
$
|
18,872
|
|
|
August 26, 2016
|
|
September 15, 2016
|
May 2, 2016
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
May 31, 2016
|
|
June 15, 2016
|
February 9, 2016
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
February 29, 2016
|
|
March 15, 2016
|
October 30, 2015
|
$
|
0.24
|
|
|
$
|
19,377
|
|
|
November 30, 2015
|
|
December 15, 2015
|
August 4, 2015
|
$
|
0.22
|
|
|
$
|
17,860
|
|
|
August 31, 2015
|
|
September 15, 2015
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted-average shares:
|
|
|
|
|
|
|
|
||||
Common shares outstanding
|
77,989,933
|
|
|
80,566,400
|
|
|
78,230,011
|
|
|
80,565,754
|
|
Restricted common shares
|
680,249
|
|
|
645,427
|
|
|
646,299
|
|
|
604,179
|
|
Total weighted-average shares
|
78,670,182
|
|
|
81,211,827
|
|
|
78,876,310
|
|
|
81,169,933
|
|
|
|
|
|
|
|
|
|
||||
Percentage of weighted-average shares:
|
|
|
|
|
|
|
|
||||
Common shares outstanding
|
99.14
|
%
|
|
99.21
|
%
|
|
99.18
|
%
|
|
99.26
|
%
|
Restricted common shares
|
0.86
|
%
|
|
0.79
|
%
|
|
0.82
|
%
|
|
0.74
|
%
|
Total percentage of weighted-average shares
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings (loss) per share – Basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(237
|
)
|
|
—
|
|
|
(686
|
)
|
|
(529
|
)
|
||||
Earnings (loss) available to common shareholders – Basic
|
$
|
27,200
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,043
|
|
|
$
|
70,559
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
77,989,933
|
|
|
80,566,400
|
|
|
78,230,011
|
|
|
80,565,754
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share – Basic
|
$
|
0.35
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.06
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share – Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(237
|
)
|
|
—
|
|
|
(686
|
)
|
|
(529
|
)
|
||||
Earnings (loss) available to common shareholders – Diluted
|
$
|
27,200
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,043
|
|
|
$
|
70,559
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
77,989,933
|
|
|
80,566,400
|
|
|
78,230,011
|
|
|
80,565,754
|
|
||||
Effect of dilutive shares
(2)
|
32,235
|
|
|
—
|
|
|
35,804
|
|
|
—
|
|
||||
Weighted-average common shares outstanding – Diluted
|
78,022,168
|
|
|
80,566,400
|
|
|
78,265,815
|
|
|
80,565,754
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share – Diluted
|
$
|
0.35
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.06
|
|
|
$
|
0.88
|
|
(1)
|
For the
three months ended
September 30, 2016
, distributed and undistributed earnings to restricted shares are
0.86%
, of net income. For the
nine months ended
September 30, 2016
and
2015
, distributed and undistributed earnings to restricted shares are
0.82%
and
0.74%
of net income, respectively. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For the
three and nine months ended
September 30, 2016
, dilutive shares represented contingently issuable shares related to the Company’s PSUs. For the three and nine months ended September 30,
2015
, we had
no
dilutive shares.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
U.S. operations
|
$
|
(92
|
)
|
|
$
|
597
|
|
|
$
|
1,652
|
|
|
$
|
1,817
|
|
Non-U.S. operations
|
28,182
|
|
|
(13,434
|
)
|
|
85,469
|
|
|
76,745
|
|
||||
Total
|
$
|
28,090
|
|
|
$
|
(12,837
|
)
|
|
$
|
87,121
|
|
|
$
|
78,562
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Notional U.S. federal income tax expense (benefit) at the statutory rate
|
$
|
9,831
|
|
|
$
|
(4,493
|
)
|
|
$
|
30,492
|
|
|
$
|
27,497
|
|
U.S. state and local income tax, net
|
14
|
|
|
57
|
|
|
139
|
|
|
167
|
|
||||
Non-U.S. operations:
|
|
|
|
|
|
|
|
||||||||
Bermuda
|
(6,025
|
)
|
|
6,696
|
|
|
(16,687
|
)
|
|
(9,199
|
)
|
||||
Ireland
|
82
|
|
|
2,500
|
|
|
2,155
|
|
|
(407
|
)
|
||||
Singapore
|
(823
|
)
|
|
(1,385
|
)
|
|
(4,874
|
)
|
|
(4,116
|
)
|
||||
Other
|
(752
|
)
|
|
(860
|
)
|
|
(2,835
|
)
|
|
(2,439
|
)
|
||||
Non-deductible expenses in the U.S.
|
133
|
|
|
205
|
|
|
418
|
|
|
566
|
|
||||
Other
|
(2
|
)
|
|
(11
|
)
|
|
(26
|
)
|
|
(32
|
)
|
||||
Income tax provision
|
$
|
2,458
|
|
|
$
|
2,709
|
|
|
$
|
8,782
|
|
|
$
|
12,037
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
57,589
|
|
|
$
|
51,428
|
|
|
$
|
166,692
|
|
|
$
|
153,076
|
|
Hedge ineffectiveness losses
|
—
|
|
|
215
|
|
|
—
|
|
|
509
|
|
||||
Amortization of interest rate derivatives related to deferred losses
|
705
|
|
|
5,006
|
|
|
9,074
|
|
|
19,349
|
|
||||
Amortization of deferred financing fees and debt discount
(2)
|
4,097
|
|
|
3,746
|
|
|
13,567
|
|
|
11,211
|
|
||||
Interest expense
|
62,391
|
|
|
60,395
|
|
|
189,333
|
|
|
184,145
|
|
||||
Less interest income
|
(546
|
)
|
|
(14
|
)
|
|
(768
|
)
|
|
(82
|
)
|
||||
Less capitalized interest
|
(48
|
)
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
||||
Interest, net
|
$
|
61,797
|
|
|
$
|
60,381
|
|
|
$
|
188,490
|
|
|
$
|
184,063
|
|
(1)
|
For the
three and nine months ended
September 30, 2016
, includes
$0
and
$1,509
, respectively, in loan termination fees related to the sale of one aircraft.
|
(2)
|
For the
three and nine months ended
September 30, 2016
, includes
$0
and
$1,972
, respectively, in deferred financing fees written off related to the sale of one aircraft.
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
241,761
|
|
2017
|
|
170,253
|
|
|
2018
|
|
258,179
|
|
|
2019
|
|
293,756
|
|
|
2020
|
|
216,847
|
|
|
Thereafter
|
|
142,193
|
|
|
Total
|
|
$
|
1,322,989
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Deferred federal income tax asset
|
$
|
1,590
|
|
|
$
|
1,362
|
|
Lease incentives and lease premiums, net of amortization of $36,652 and $31,623, respectively
|
78,334
|
|
|
86,874
|
|
||
Flight equipment held for sale
(1)
|
17,701
|
|
|
12,901
|
|
||
Other assets
|
32,215
|
|
|
22,570
|
|
||
Total other assets
|
$
|
129,840
|
|
|
$
|
123,707
|
|
(1)
|
In October 2016, we sold one Airbus A321-200 aircraft.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Accounts payable and accrued expenses
|
$
|
23,722
|
|
|
$
|
34,457
|
|
Deferred federal income tax liability
|
38,627
|
|
|
35,269
|
|
||
Accrued interest payable
|
64,105
|
|
|
37,606
|
|
||
Lease discounts, net of amortization of $26,544 and $19,403, respectively
|
17,686
|
|
|
22,443
|
|
||
Fair value of derivative liabilities
|
—
|
|
|
1,283
|
|
||
Total accounts payable, accrued expenses and other liabilities
|
$
|
144,140
|
|
|
$
|
131,058
|
|
Changes in accumulated other comprehensive loss by component
(1)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Beginning balance
|
$
|
(4,845
|
)
|
|
$
|
(23,681
|
)
|
|
$
|
(13,213
|
)
|
|
$
|
(38,460
|
)
|
Amounts recognized in other comprehensive loss on derivatives, net of tax expense of $0 and $10 for the three months ended and tax expense of $0 and $10 for the nine months ended September 30, 2016 and 2015, respectively
|
—
|
|
|
(545
|
)
|
|
(690
|
)
|
|
(1,940
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense of $0 and benefit of $7 for the three months ended and tax expense of $0 and $16 for the nine months ended September 30, 2016 and 2015, respectively
|
705
|
|
|
5,823
|
|
|
9,763
|
|
|
21,997
|
|
||||
Net current period other comprehensive income
|
705
|
|
|
5,278
|
|
|
9,073
|
|
|
20,057
|
|
||||
Ending balance
|
$
|
(4,140
|
)
|
|
$
|
(18,403
|
)
|
|
$
|
(4,140
|
)
|
|
$
|
(18,403
|
)
|
Reclassifications from accumulated other comprehensive loss
(1)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amount of effective amortization of net deferred interest rate derivative losses
(2)
|
$
|
705
|
|
|
$
|
5,006
|
|
|
$
|
9,074
|
|
|
$
|
19,349
|
|
Effective amount of net settlements of interest rate derivatives, net of tax expense of $0 and benefit of $7 for the three months ended and tax expense of $0 and $16 for the nine months ended September 30, 2016 and 2015, respectively
|
—
|
|
|
817
|
|
|
689
|
|
|
2,648
|
|
||||
Amount of loss reclassified from accumulated other comprehensive loss into income
|
$
|
705
|
|
|
$
|
5,823
|
|
|
$
|
9,763
|
|
|
$
|
21,997
|
|
•
|
Pursuing a disciplined and differentiated investment strategy.
In our view, aircraft values change in different ways over time. As a consequence, we carefully evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices periodically as market conditions and relative investment values change. We believe the financing flexibility offered through unsecured debt and our team’s experience with a wide range of asset types enables our value oriented strategy and provides us with a competitive advantage for many investment opportunities. We view orders from equipment manufacturers to be part of our investment opportunity set but choose to limit long term capital commitments unless we believe there is an adequate return premium to compensate for risks and opportunity costs.
|
•
|
Originating investments from many different sources across the globe.
Our strategy is to seek out worthwhile investments broadly leveraging our team’s wide range of contacts around the world. We utilize a multi-channel approach to sourcing acquisitions and have purchased aircraft from a large number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners. Since our formation in 2004, we have acquired aircraft from 80 different sellers.
|
•
|
Maintaining a conservative capital commitment profile.
We choose to limit long-term capital commitments unless we believe there to be an adequate return premium to compensate for the related risks and opportunity costs. This approach sets us apart from most other large aircraft leasing companies.
|
•
|
Leveraging our strategic relationships.
We intend to capture the benefits provided through the extensive global contacts and relationships maintained by Marubeni Corporation, which is our biggest shareholder and one of the largest Japanese trading companies.
Marubeni has already enabled greater access to Japanese-based financing and helped source and develop our new joint venture with IBJ Leasing.
Our joint venture with Teachers’ provides us with an opportunity to pursue larger transactions, manage portfolio concentrations and improve our return on deployed capital.
|
•
|
Maintaining efficient access to capital from a wide set of sources while targeting an investment grade credit rating.
We believe the aircraft investment market is subject to forces related to the business cycle and our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when competition for assets is high. To implement this approach, we believe it is very important to maintain access to a wide variety of financing sources. Our strategy is to improve our corporate credit ratings to an investment grade level by maintaining strong portfolio and capital structure metrics while achieving a critical size through accretive growth. We believe improving our credit rating will not only reduce our borrowing costs but also facilitate more reliable access to both secured and unsecured debt capital throughout the business cycle.
|
•
|
Selling assets when attractive opportunities arise and for portfolio management purposes.
We pursue asset sales, as opportunities arise over the course of the business cycle, with the aim of realizing profits and reinvesting proceeds where more accretive investments are available. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types, and as an exit from investments when a sale would provide the greatest expected cash flow for us.
|
•
|
Capturing the value of our efficient operating platform and strong operating track record.
We believe our team’s capabilities in the global aircraft leasing market place us in a favorable position to source and manage new income-generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as ventures with strategic business partners.
|
•
|
Intending to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels.
Aircastle has paid dividends each quarter since our initial public offering in 2006. On
August 2, 2016
, our Board of Directors declared a regular quarterly dividend of
$0.24
per common share, or an aggregate of
$18.9 million
for the three months ended
September 30, 2016
, which was paid on
September 15, 2016
to holders of record on
August 26, 2016
. These dividends may not be indicative of the amount of any future dividends. Our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors” and elsewhere in our 2015 Annual Report on Form 10-K.
|
•
|
2017: 16 aircraft, representing 8%;
|
•
|
2018: 15 aircraft, representing 11%;
|
•
|
2019: 17 aircraft, representing 11%; and
|
•
|
2020: 24 aircraft, representing 8%.
|
Owned Aircraft
|
As of
September 30,
2016
(1)
|
|
As of
September 30,
2015
(1)
|
||||
Flight Equipment
|
$
|
6,270
|
|
|
$
|
6,007
|
|
Unencumbered Flight Equipment
(2)
|
$
|
4,343
|
|
|
$
|
3,722
|
|
Number of Aircraft
|
175
|
|
|
160
|
|
||
Number of Unencumbered Aircraft
(2)
|
139
|
|
|
109
|
|
||
Number of Lessees
|
65
|
|
|
51
|
|
||
Number of Countries
|
35
|
|
|
32
|
|
||
Weighted Average Age (years)
(3)
|
7.6
|
|
|
7.7
|
|
||
Weighted Average Remaining Lease Term (years)
(3)
|
5.3
|
|
|
5.9
|
|
||
Weighted Average Fleet Utilization during the three months ended September 30, 2016 and 2015
(4)
|
98.2
|
%
|
|
99.9
|
%
|
||
Weighted Average Fleet Utilization during the nine months ended September 30, 2016 and 2015
(4)
|
98.9
|
%
|
|
99.2
|
%
|
||
Portfolio Yield for the three months ended September 30, 2016 and 2015
(5)
|
12.4
|
%
|
|
12.7
|
%
|
||
Portfolio Yield for the nine months ended September 30, 2016 and 2015
(5)
|
12.4
|
%
|
|
12.7
|
%
|
||
|
|
|
|
||||
Managed Aircraft
|
|
|
|
||||
Flight Equipment
|
$
|
629
|
|
|
$
|
489
|
|
Number of Aircraft
|
11
|
|
|
5
|
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance and sales-type leases at period end.
|
(2)
|
At September 30, 2016, includes two aircraft with a net book value of $76.3 million that secure our ACS 2016 Bank Financing.
|
(3)
|
Weighted by net book value.
|
(4)
|
Aircraft on-lease days as a percent of total days in period weighted by net book value.
|
(5)
|
Lease rental revenue, interest income and cash collections on our net investment in finance and sales-type leases for the period as a percent of the average net book value of flight equipment held for lease and net investment in finance and sales-type leases for the period; quarterly information is annualized. Based on the growing level of finance and sales-type lease revenue, management revised the calculation of portfolio yield to include our net investment in finance and sales-type leases in the average net book value and to include the interest income and cash collections on our net investment in finance and sales-type leases in lease rentals.
|
|
Owned Aircraft as of
September 30, 2016
|
|
Owned Aircraft as of
September 30, 2015
|
||||||||
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
|
Number of
Aircraft |
|
% of Net
Book Value (1) |
||||
Aircraft Type
|
|
|
|
|
|
|
|
||||
Passenger:
|
|
|
|
|
|
|
|
||||
Narrow-body
|
134
|
|
|
52
|
%
|
|
113
|
|
|
44
|
%
|
Wide-body
|
32
|
|
|
40
|
%
|
|
34
|
|
|
44
|
%
|
Total Passenger
|
166
|
|
|
92
|
%
|
|
147
|
|
|
88
|
%
|
Freighter
|
9
|
|
|
8
|
%
|
|
13
|
|
|
12
|
%
|
Total
|
175
|
|
|
100
|
%
|
|
160
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Manufacturer
|
|
|
|
|
|
|
|
||||
Airbus
|
87
|
|
|
50
|
%
|
|
85
|
|
|
53
|
%
|
Boeing
|
83
|
|
|
48
|
%
|
|
70
|
|
|
45
|
%
|
Embraer
|
5
|
|
|
2
|
%
|
|
5
|
|
|
2
|
%
|
Total
|
175
|
|
|
100
|
%
|
|
160
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Regional Diversification
|
|
|
|
|
|
|
|
||||
Asia and Pacific
|
55
|
|
|
39
|
%
|
|
54
|
|
|
42
|
%
|
Europe
|
57
|
|
|
22
|
%
|
|
66
|
|
|
27
|
%
|
South America
|
23
|
|
|
19
|
%
|
|
18
|
|
|
17
|
%
|
Middle East and Africa
|
14
|
|
|
11
|
%
|
|
6
|
|
|
9
|
%
|
North America
|
24
|
|
|
8
|
%
|
|
15
|
|
|
5
|
%
|
Off-lease
|
2
|
|
(2)
|
1
|
%
|
|
1
|
|
(3)
|
—
|
%
|
Total
|
175
|
|
|
100
|
%
|
|
160
|
|
|
100
|
%
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance and sales-type leases at period end.
|
(2)
|
Consisted of two Boeing 737-800 aircraft delivered to a customer in China in October 2016.
|
(3)
|
Consisted of one Boeing 777-200ER aircraft sold in the second quarter of 2016.
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
Greater than 6% per customer
|
|
Lion Air
|
|
Indonesia
|
|
13
|
|
|
Avianca Brazil
|
|
Brazil
|
|
10
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
LATAM
|
|
Chile
|
|
3
|
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
Thai Airways
|
|
Thailand
|
|
2
|
|
|
Singapore Airlines
|
|
Singapore
|
|
4
|
|
|
AirAsia X
|
|
Malaysia
|
|
3
|
|
|
Air Berlin
|
|
Germany
|
|
11
|
|
|
Emirates
|
|
United Arab Emirates
|
|
2
|
|
|
AirBridgeCargo
(1)
|
|
Russia
|
|
2
|
|
|
Jet Airways
|
|
India
|
|
8
|
|
|
Iberia
|
|
Spain
|
|
11
|
|
|
Garuda
|
|
Indonesia
|
|
4
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
Avianca
|
|
Colombia
|
|
2
|
|
|
Air Canada
|
|
Canada
|
|
3
|
(1)
|
Guaranteed by Volga-Dnepr Airlines. When combined with an affiliated airline, this exposure represents 4% of net book value of flight equipment held for lease and net investment in finance and sales-type leases at period end.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
181,975
|
|
|
$
|
188,038
|
|
Finance and sales-type lease revenue
|
5,354
|
|
|
1,868
|
|
||
Amortization of net lease discounts and lease incentives
|
(521
|
)
|
|
(2,113
|
)
|
||
Maintenance revenue
|
6,829
|
|
|
15,726
|
|
||
Total lease revenue
|
193,637
|
|
|
203,519
|
|
||
Other revenue
|
1,015
|
|
|
8,555
|
|
||
Total revenues
|
194,652
|
|
|
212,074
|
|
||
Operating expenses:
|
|
|
|
||||
Depreciation
|
76,201
|
|
|
85,324
|
|
||
Interest, net
|
61,797
|
|
|
60,381
|
|
||
Selling, general and administrative
|
15,985
|
|
|
14,032
|
|
||
Impairment of aircraft
|
10,462
|
|
|
78,403
|
|
||
Maintenance and other costs
|
1,834
|
|
|
2,520
|
|
||
Total operating expenses
|
166,279
|
|
|
240,660
|
|
||
Other income (expense):
|
|
|
|
||||
Gain (loss) on sale of flight equipment
|
(73
|
)
|
|
15,679
|
|
||
Other
|
(210
|
)
|
|
70
|
|
||
Total other income (expense)
|
(283
|
)
|
|
15,749
|
|
||
Income (loss) from continuing operations before income taxes and earnings of
unconsolidated equity method investment
|
28,090
|
|
|
(12,837
|
)
|
||
Income tax provision
|
2,458
|
|
|
2,709
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
1,805
|
|
|
1,557
|
|
||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
•
|
$26.4 million due to sales of 35 aircraft since September 30, 2015; and
|
•
|
$8.5 million due to lease extensions, amendments, transitions and other changes.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
42
|
|
|
$
|
(1,846
|
)
|
Amortization of lease premiums
|
(2,894
|
)
|
|
(2,852
|
)
|
||
Amortization of lease discounts
|
2,331
|
|
|
2,585
|
|
||
Amortization of net lease discounts and lease incentives
|
$
|
(521
|
)
|
|
$
|
(2,113
|
)
|
•
|
$18.3 million due to aircraft sales; and
|
•
|
$2.5 million due to changes in asset lives, residual values and other changes.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net of settlements on interest rate derivatives, and other liabilities
|
$
|
57,589
|
|
|
$
|
51,428
|
|
Hedge ineffectiveness losses
|
—
|
|
|
215
|
|
||
Amortization of interest rate derivatives related to deferred losses
|
705
|
|
|
5,006
|
|
||
Amortization of deferred financing fees and debt discount
|
4,097
|
|
|
3,746
|
|
||
Interest expense
|
62,391
|
|
|
60,395
|
|
||
Less: interest income
|
(546
|
)
|
|
(14
|
)
|
||
Less: capitalized interest
|
(48
|
)
|
|
—
|
|
||
Interest, net
|
$
|
61,797
|
|
|
$
|
60,381
|
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
Net change in fair value of derivatives, net of tax benefit of $0 and $3, respectively
|
—
|
|
|
272
|
|
||
Derivative loss reclassified into earnings
|
705
|
|
|
5,006
|
|
||
Total comprehensive income (loss)
|
$
|
28,142
|
|
|
$
|
(8,711
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
537,670
|
|
|
$
|
550,023
|
|
Finance and sales-type lease revenue
|
13,026
|
|
|
5,352
|
|
||
Amortization of net lease discounts and lease incentives
|
(5,419
|
)
|
|
(10,288
|
)
|
||
Maintenance revenue
|
20,603
|
|
|
55,148
|
|
||
Total lease revenue
|
565,880
|
|
|
600,235
|
|
||
Other revenue
|
2,425
|
|
|
10,700
|
|
||
Total revenues
|
568,305
|
|
|
610,935
|
|
||
Operating expenses:
|
|
|
|
||||
Depreciation
|
227,918
|
|
|
237,538
|
|
||
Interest, net
|
188,490
|
|
|
184,063
|
|
||
Selling, general and administrative
|
46,883
|
|
|
42,663
|
|
||
Impairment of aircraft
|
27,185
|
|
|
102,358
|
|
||
Maintenance and other costs
|
5,504
|
|
|
9,126
|
|
||
Total operating expenses
|
495,980
|
|
|
575,748
|
|
||
Other income (expense):
|
|
|
|
||||
Gain on sale of flight equipment
|
14,932
|
|
|
43,034
|
|
||
Other
|
(136
|
)
|
|
341
|
|
||
Total other income
|
14,796
|
|
|
43,375
|
|
||
Income from continuing operations before income taxes and earnings of unconsolidated
equity method investment
|
87,121
|
|
|
78,562
|
|
||
Income tax provision
|
8,782
|
|
|
12,037
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
5,390
|
|
|
4,563
|
|
||
Net income
|
$
|
83,729
|
|
|
$
|
71,088
|
|
•
|
$80.4 million due to sales of 45 aircraft since September 30, 2015; and
|
•
|
$15.7 million due to lease extensions, amendments, transitions and other changes.
|
|
Nine Months Ended September 30, 2016
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(3,989
|
)
|
|
$
|
(9,597
|
)
|
Amortization of lease premiums
|
(8,571
|
)
|
|
(8,218
|
)
|
||
Amortization of lease discounts
|
7,141
|
|
|
7,527
|
|
||
Amortization of net lease premiums, discounts and lease incentives
|
$
|
(5,419
|
)
|
|
$
|
(10,288
|
)
|
•
|
a $34.9 million increase due to aircraft acquired; and
|
•
|
a $6.3 million increase due to changes in asset lives, residual values and other changes.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net of settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
166,692
|
|
|
$
|
153,076
|
|
Hedge ineffectiveness losses
|
—
|
|
|
509
|
|
||
Amortization of interest rate derivatives related to deferred losses
|
9,074
|
|
|
19,349
|
|
||
Amortization of deferred financing fees and debt discount
(2)
|
13,567
|
|
|
11,211
|
|
||
Interest expense
|
189,333
|
|
|
184,145
|
|
||
Less: interest income
|
(768
|
)
|
|
(82
|
)
|
||
Less: capitalized interest
|
(75
|
)
|
|
—
|
|
||
Interest, net
|
$
|
188,490
|
|
|
$
|
184,063
|
|
(1)
|
For the nine months ended September 30, 2016, includes $1,509 in loan termination fees related to the sale of one aircraft.
|
(2)
|
For the nine months ended September 30, 2016, includes $1,972 in deferred financing fees written off related to the sale of one aircraft.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Net change in fair value of derivatives, net of tax expense of $0 and $26, respectively
|
(1
|
)
|
|
708
|
|
||
Derivative loss reclassified into earnings
|
9,074
|
|
|
19,349
|
|
||
Total comprehensive income
|
$
|
92,802
|
|
|
$
|
91,145
|
|
•
|
various forms of borrowing secured by our aircraft, including bank term facilities, limited recourse securitization financings, and ECA-backed financings for new aircraft acquisitions;
|
•
|
unsecured indebtedness, including our current Revolving Credit Facility and Senior Notes;
|
•
|
sales of common shares; and
|
•
|
asset sales.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Net cash flow provided by operating activities
|
$
|
367,413
|
|
|
$
|
408,470
|
|
Net cash flow used in investing activities
|
(378,533
|
)
|
|
(713,471
|
)
|
||
Net cash flow provided by financing activities
|
511,463
|
|
|
284,386
|
|
•
|
a $25.4 million decrease in cash from maintenance revenue;
|
•
|
a $12.0 million increase in cash paid for interest;
|
•
|
a $10.1 million decrease in cash from lease rentals, net of finance and sales-type leases; and
|
•
|
a $3.2 million increase in cash paid for taxes.
|
•
|
a $199.4 million increase in proceeds from secured and unsecured financings;
|
•
|
a $59.2 million decrease in securitization and term debt financing repayments; and
|
•
|
a $12.5 million increase in restricted cash and cash equivalents related to financing activities.
|
•
|
a $34.6 million increase in shares repurchased;
|
•
|
a $5.1 million increase in deferred financing costs; and
|
•
|
a $3.1 million increase in dividends paid.
|
|
Payments Due by Period as of September 30, 2016
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Principal payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes due 2017 - 2023
|
$
|
3,200,000
|
|
|
$
|
500,000
|
|
|
$
|
400,000
|
|
|
$
|
1,300,000
|
|
|
$
|
1,000,000
|
|
DBJ Term Loan
|
120,000
|
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|||||
Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ECA Financings
|
315,687
|
|
|
42,209
|
|
|
88,974
|
|
|
95,415
|
|
|
89,089
|
|
|||||
Bank Financings
|
970,525
|
|
|
90,735
|
|
|
240,731
|
|
|
158,861
|
|
|
480,198
|
|
|||||
Total principal payments
|
4,606,212
|
|
|
632,944
|
|
|
849,705
|
|
|
1,554,276
|
|
|
1,569,287
|
|
|||||
Interest payments on debt obligations
(1)
|
933,999
|
|
|
232,191
|
|
|
369,333
|
|
|
231,112
|
|
|
101,363
|
|
|||||
Office leases
(2)
|
4,619
|
|
|
1,952
|
|
|
1,158
|
|
|
447
|
|
|
1,062
|
|
|||||
Purchase obligations
(3)
|
1,322,989
|
|
|
400,207
|
|
|
399,599
|
|
|
523,183
|
|
|
—
|
|
|||||
Total
|
$
|
6,867,819
|
|
|
$
|
1,267,294
|
|
|
$
|
1,619,795
|
|
|
$
|
2,309,018
|
|
|
$
|
1,671,712
|
|
(1)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at
September 30, 2016
.
|
(2)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
(3)
|
At
September 30, 2016
, we had commitments to acquire
36
aircraft for
$1.32 billion
, including 25 new E-Jet E-2 aircraft from Embraer S.A. These amounts include estimates for pre-delivery deposits, contractual price escalation and other adjustments. As of October 28, 2016, we have commitments to acquire
37
aircraft for
$1.36 billion
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Depreciation
|
76,201
|
|
|
85,324
|
|
|
227,918
|
|
|
237,538
|
|
||||
Amortization of net lease discounts and lease incentives
|
521
|
|
|
2,113
|
|
|
5,419
|
|
|
10,288
|
|
||||
Interest, net
|
61,797
|
|
|
60,381
|
|
|
188,490
|
|
|
184,063
|
|
||||
Income tax provision
|
2,458
|
|
|
2,709
|
|
|
8,782
|
|
|
12,037
|
|
||||
EBITDA
|
168,414
|
|
|
136,538
|
|
|
514,338
|
|
|
515,014
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Impairment of aircraft
|
10,462
|
|
|
78,403
|
|
|
27,185
|
|
|
102,358
|
|
||||
Non-cash share-based payment expense
|
2,059
|
|
|
1,424
|
|
|
5,796
|
|
|
3,981
|
|
||||
(Gain) loss on mark-to-market of interest rate derivative contracts
|
210
|
|
|
(54
|
)
|
|
141
|
|
|
(220
|
)
|
||||
Adjusted EBITDA
|
$
|
181,145
|
|
|
$
|
216,311
|
|
|
$
|
547,460
|
|
|
$
|
621,133
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
27,437
|
|
|
$
|
(13,989
|
)
|
|
$
|
83,729
|
|
|
$
|
71,088
|
|
Loan termination fee
(1)
|
—
|
|
|
—
|
|
|
1,509
|
|
|
—
|
|
||||
Ineffective portion and termination of hedges
(1)
|
—
|
|
|
215
|
|
|
—
|
|
|
509
|
|
||||
(Gain) loss on mark-to-market of interest rate derivative contracts
(2)
|
210
|
|
|
(54
|
)
|
|
141
|
|
|
(220
|
)
|
||||
Write-off of deferred financing fees
(1)
|
—
|
|
|
—
|
|
|
1,972
|
|
|
—
|
|
||||
Non-cash share-based payment expense
(3)
|
2,059
|
|
|
1,424
|
|
|
5,796
|
|
|
3,981
|
|
||||
Term Financing No. 1 hedge loss amortization charges
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,401
|
|
||||
Securitization No. 1 hedge loss amortization charges
(1)
|
—
|
|
|
2,725
|
|
|
4,855
|
|
|
8,248
|
|
||||
Adjusted net income (loss)
|
$
|
29,706
|
|
|
$
|
(9,679
|
)
|
|
$
|
98,002
|
|
|
$
|
88,007
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Weighted-average shares:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Common shares outstanding
|
77,989,933
|
|
|
80,566,400
|
|
|
78,230,011
|
|
|
80,565,754
|
|
Restricted common shares
|
680,249
|
|
|
645,427
|
|
|
646,299
|
|
|
604,179
|
|
Total weighted-average shares
|
78,670,182
|
|
|
81,211,827
|
|
|
78,876,310
|
|
|
81,169,933
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Percentage of weighted-average shares:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Common shares outstanding
|
99.14
|
%
|
|
99.21
|
%
|
|
99.18
|
%
|
|
99.26
|
%
|
Restricted common shares
(1)
|
0.86
|
%
|
|
0.79
|
%
|
|
0.82
|
%
|
|
0.74
|
%
|
Total percentage of weighted-average shares
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted-average common shares outstanding – Basic
|
77,989,933
|
|
|
80,566,400
|
|
|
78,230,011
|
|
|
80,565,754
|
|
Effect of dilutive shares
(2)
|
32,235
|
|
|
—
|
|
|
35,804
|
|
|
—
|
|
Weighted average common shares outstanding – Diluted
|
78,022,168
|
|
|
80,566,400
|
|
|
78,265,815
|
|
|
80,565,754
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||
Adjusted net income (loss) allocation:
|
|
|
|
|
|
|
|
||||||||
Adjusted net income (loss)
|
$
|
29,706
|
|
|
$
|
(9,679
|
)
|
|
$
|
98,002
|
|
|
$
|
88,007
|
|
Less: Distributed and undistributed earnings allocated to restricted
common shares
(1)
|
(257
|
)
|
|
—
|
|
|
(803
|
)
|
|
(655
|
)
|
||||
Adjusted net income (loss) allocable to common shares – Basic and Diluted
|
$
|
29,449
|
|
|
$
|
(9,679
|
)
|
|
$
|
97,199
|
|
|
$
|
87,352
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income (loss) per common share – Basic and Diluted
|
$
|
0.38
|
|
|
$
|
(0.12
|
)
|
|
$
|
1.24
|
|
|
$
|
1.08
|
|
(1)
|
For the
three months ended
September 30, 2016
, distributed and undistributed earnings to restricted shares are
0.86%
of net income. For the
nine months ended
September 30, 2016
and
2015
, distributed and undistributed earnings to restricted shares are
0.82%
and
0.74%
, respectively, of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For the
three and nine months ended
September 30, 2016
, dilutive shares represented contingently issuable shares related to the Company’s PSUs. For the three and nine months ended September 30,
2015
, we had
no
dilutive shares.
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our aircraft, which affects the aircraft’s availability for use and may be indicative of future needs for capital expenditures;
|
•
|
the cash portion of income tax (benefit) provision generally represents charges (gains), which may significantly affect our financial results;
|
•
|
elements of our interest rate derivative accounting may be used to evaluate the effectiveness of our hedging policy;
|
•
|
hedge loss amortization charges related to Term Financing No. 1 and Securitization No. 1; and
|
•
|
adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(1)
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(1)
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
July 1 through July 31
|
143,639
|
|
|
$
|
18.93
|
|
|
143,639
|
|
|
$
|
96,656
|
|
August 1 through August 31
|
—
|
|
|
—
|
|
|
—
|
|
|
96,656
|
|
||
September 1 through September 30
|
—
|
|
|
—
|
|
|
—
|
|
|
96,656
|
|
||
Total
|
143,639
|
|
|
$
|
18.98
|
|
|
143,639
|
|
|
$
|
96,656
|
|
(1)
|
Under our current repurchase program, we have repurchased an aggregate of
176,574
common shares at an aggregate cost of
$3.3 million
, including commissions.
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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OTHER INFORMATION
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ITEM 6.
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EXHIBITS
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Exhibit No.
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Description of Exhibit
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3.1
|
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Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
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3.2
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Amended Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3 (No. 333-182242) filed on June 20, 2012).
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4.1
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Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
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4.2
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Indenture, dated as of April 4, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).
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4.3
|
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Indenture, dated as of November 30, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2012).
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4.4
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Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015).
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4.5
|
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Amendment No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and among Aircastle Limited, Marubeni Corporation, and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).
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4.6
|
|
Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee Citigroup Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
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4.7
|
|
First Supplemental Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
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4.8
|
|
Second Supplemental Indenture, dated as of March 26, 2014, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, 2014).
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4.9
|
|
Third Supplemental Indenture, dated as of January 15, 2015, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2015).
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4.10
|
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Fourth Supplemental Indenture, dated as of March 24, 2016, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 24, 2016).
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10.1
|
|
Letter Agreement, dated as of October 4, 2016, by and between Aircastle Advisor LLC and Aaron Dahlke (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2016).
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31.1
|
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Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
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31.2
|
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Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
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32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
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32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
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99.1
|
|
Owned Aircraft Portfolio at September 30, 2016. *
|
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101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2016 and 2015; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015; (iv) Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2016 and 2015; and (v) Notes to Unaudited Consolidated Financial Statements. *
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AIRCASTLE LIMITED
|
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(Registrant)
|
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By:
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/s/ Aaron Dahlke
|
|
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Aaron Dahlke
|
|
|
Chief Accounting Officer and Authorized Officer
|
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