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 December 31, 2013 and September 30, 2014
|
|
|
Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2014
|
|
|
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2014
|
|
|
Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2014
|
|
|
||
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.
|
||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Lease rental revenue
|
$
|
161,148
|
|
|
$
|
178,886
|
|
|
$
|
475,656
|
|
|
$
|
536,452
|
|
Finance lease revenue
|
4,122
|
|
|
1,463
|
|
|
12,120
|
|
|
9,347
|
|
||||
Amortization of lease premiums, discounts and lease incentives
|
(9,737
|
)
|
|
(1,075
|
)
|
|
(25,527
|
)
|
|
(7,252
|
)
|
||||
Maintenance revenue
(including contra maintenance revenue of $0 and $8,655 for the three months ended and $0 and $25,037 for the nine months ended September 30, 2013 and 2014, respectively)
|
12,932
|
|
|
(4,189
|
)
|
|
42,983
|
|
|
35,035
|
|
||||
Total lease revenue
|
168,465
|
|
|
175,085
|
|
|
505,232
|
|
|
573,582
|
|
||||
Other revenue
|
1,625
|
|
|
2,511
|
|
|
11,425
|
|
|
6,763
|
|
||||
Total revenues
|
170,090
|
|
|
177,596
|
|
|
516,657
|
|
|
580,345
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
70,469
|
|
|
75,519
|
|
|
212,448
|
|
|
225,230
|
|
||||
Interest, net
|
57,843
|
|
|
56,794
|
|
|
183,651
|
|
|
181,551
|
|
||||
Selling, general and administrative (including non-cash share based payment expense of $1,067 and $949 for the three months ended and $2,931 and $3,167 for the nine months ended September 30, 2013 and 2014, respectively)
|
12,830
|
|
|
13,817
|
|
|
39,297
|
|
|
41,818
|
|
||||
Impairment of Aircraft
|
106,136
|
|
|
20,436
|
|
|
112,335
|
|
|
67,005
|
|
||||
Maintenance and other costs
|
1,914
|
|
|
713
|
|
|
11,464
|
|
|
5,222
|
|
||||
Total expenses
|
249,192
|
|
|
167,279
|
|
|
559,195
|
|
|
520,826
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Gain on sale of flight equipment
|
3,092
|
|
|
11,390
|
|
|
25,601
|
|
|
13,384
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,570
|
)
|
||||
Other
|
855
|
|
|
1
|
|
|
5,016
|
|
|
758
|
|
||||
Total other income (expense)
|
3,947
|
|
|
11,391
|
|
|
30,617
|
|
|
(22,428
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
(75,155
|
)
|
|
21,708
|
|
|
(11,921
|
)
|
|
37,091
|
|
||||
Income tax provision
|
(597
|
)
|
|
3,484
|
|
|
6,719
|
|
|
10,925
|
|
||||
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
927
|
|
|
—
|
|
|
1,898
|
|
||||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share — Basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
$
|
(0.95
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share — Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
$
|
(0.95
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.165
|
|
|
$
|
0.200
|
|
|
$
|
0.495
|
|
|
$
|
0.600
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net change in fair value of derivatives, net of tax expense of $78 and $21 for the three months ended and $389 and $825 for the nine months ended September 30, 2013 and 2014, respectively
|
1,798
|
|
|
1,643
|
|
|
13,751
|
|
|
2,025
|
|
||||
Net derivative loss reclassified into earnings
|
7,300
|
|
|
8,549
|
|
|
25,285
|
|
|
26,730
|
|
||||
Other comprehensive income
|
9,098
|
|
|
10,192
|
|
|
39,036
|
|
|
28,755
|
|
||||
Total comprehensive income (loss)
|
$
|
(65,460
|
)
|
|
$
|
29,343
|
|
|
$
|
20,396
|
|
|
$
|
56,819
|
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
212,448
|
|
|
225,230
|
|
||
Amortization of deferred financing costs
|
11,757
|
|
|
10,493
|
|
||
Amortization of net lease discounts and lease incentives
|
25,527
|
|
|
7,252
|
|
||
Deferred income taxes
|
3,419
|
|
|
(2,623
|
)
|
||
Non-cash share based payment expense
|
2,931
|
|
|
3,167
|
|
||
Cash flow hedges reclassified into earnings
|
25,285
|
|
|
26,730
|
|
||
Security deposits and maintenance payments included in earnings
|
(32,047
|
)
|
|
(38,257
|
)
|
||
Gain on sale of flight equipment
|
(25,601
|
)
|
|
(13,384
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
36,570
|
|
||
Impairment of aircraft
|
112,335
|
|
|
67,005
|
|
||
Other
|
(4,284
|
)
|
|
(2,278
|
)
|
||
Changes in certain assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,588
|
|
|
(1,603
|
)
|
||
Other assets
|
1,155
|
|
|
(1,691
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
7,978
|
|
|
17,138
|
|
||
Lease rentals received in advance
|
(4,538
|
)
|
|
4,162
|
|
||
Net cash provided by operating activities
|
319,313
|
|
|
365,975
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition and improvement of flight equipment and lease incentives
|
(837,183
|
)
|
|
(939,651
|
)
|
||
Proceeds from sale of flight equipment
|
285,199
|
|
|
563,882
|
|
||
Restricted cash and cash equivalents related to sale of flight equipment
|
(2,200
|
)
|
|
(24,606
|
)
|
||
Aircraft purchase deposits and progress payments
|
(5,655
|
)
|
|
1,315
|
|
||
Net investment in finance leases
|
(11,595
|
)
|
|
(14,258
|
)
|
||
Collections on finance leases
|
6,658
|
|
|
8,096
|
|
||
Unconsolidated equity method investment and associated costs
|
—
|
|
|
(8,592
|
)
|
||
Distributions from unconsolidated equity method investment in excess of earnings
|
—
|
|
|
997
|
|
||
Principal repayments on debt investment
|
42,001
|
|
|
—
|
|
||
Other
|
(852
|
)
|
|
(466
|
)
|
||
Net cash used in investing activities
|
(523,627
|
)
|
|
(413,283
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of shares net of repurchases
|
197,478
|
|
|
(2,092
|
)
|
||
Proceeds from notes and term debt financings
|
78,230
|
|
|
803,200
|
|
||
Securitization and term debt financing repayments
|
(430,482
|
)
|
|
(895,459
|
)
|
||
Debt extinguishment costs
|
—
|
|
|
(32,835
|
)
|
||
Deferred financing costs
|
(2,910
|
)
|
|
(15,843
|
)
|
||
Restricted secured liquidity facility collateral
|
—
|
|
|
42,000
|
|
||
Secured liquidity facility collateral
|
—
|
|
|
(42,000
|
)
|
||
Restricted cash and cash equivalents related to financing activities
|
(77,701
|
)
|
|
32,987
|
|
||
Security deposits and maintenance payments received
|
154,303
|
|
|
131,136
|
|
||
Security deposits and maintenance payments returned
|
(58,776
|
)
|
|
(72,030
|
)
|
||
Payments for terminated cash flow hedges
|
—
|
|
|
(33,427
|
)
|
||
Dividends paid
|
(35,895
|
)
|
|
(48,604
|
)
|
||
Net cash used in financing activities
|
(175,753
|
)
|
|
(132,967
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(380,067
|
)
|
|
(180,275
|
)
|
||
Cash and cash equivalents at beginning of period
|
618,217
|
|
|
654,613
|
|
||
Cash and cash equivalents at end of period
|
$
|
238,150
|
|
|
$
|
474,338
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
136,799
|
|
|
$
|
135,880
|
|
Cash paid for income taxes
|
$
|
701
|
|
|
$
|
4,382
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
Purchase deposits, advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions
|
$
|
46,232
|
|
|
$
|
20,837
|
|
Term debt financings assumed in asset acquisitions
|
$
|
84,721
|
|
|
$
|
39,061
|
|
Advance lease rentals, security deposits, and maintenance payments settled in sale of flight equipment
|
$
|
41,659
|
|
|
$
|
65,831
|
|
•
|
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 December 31, 2013 Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of December 31, 2013
|
|
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
|
$
|
654,613
|
|
|
$
|
654,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
122,773
|
|
|
122,773
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
777,386
|
|
|
$
|
777,386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
39,992
|
|
|
$
|
—
|
|
|
$
|
39,992
|
|
|
$
|
—
|
|
|
Income
|
|
|
|
Fair Value Measurements at September 30, 2014 Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of September 30, 2014
|
|
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
|
$
|
474,338
|
|
|
$
|
474,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
114,392
|
|
|
114,392
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
588,730
|
|
|
$
|
588,730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
3,090
|
|
|
$
|
—
|
|
|
$
|
3,090
|
|
|
$
|
—
|
|
|
Income
|
|
Assets
|
||||||||||||||
|
Debt Investments
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,388
|
|
|
$
|
—
|
|
Total gains/(losses), net:
|
|
|
|
|
|
|
|
||||||||
Included in other revenue
|
—
|
|
|
—
|
|
|
1,613
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(42,001
|
)
|
|
—
|
|
||||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2013
|
|
September 30, 2014
|
||||||||||||
|
Carrying Amount
of Asset
(Liability)
|
|
Fair Value
of Asset
(Liability)
|
|
Carrying Amount
of Asset
(Liability)
|
|
Fair Value
of Asset
(Liability)
|
||||||||
Securitizations
|
$
|
(828,871
|
)
|
|
$
|
(779,901
|
)
|
|
$
|
(451,544
|
)
|
|
$
|
(428,590
|
)
|
ECA term financings
|
(493,708
|
)
|
|
(506,227
|
)
|
|
(460,983
|
)
|
|
(478,915
|
)
|
||||
Bank financings
|
(264,256
|
)
|
|
(268,435
|
)
|
|
(572,506
|
)
|
|
(575,469
|
)
|
||||
Senior Notes
|
(2,150,527
|
)
|
|
(2,325,965
|
)
|
|
(2,200,000
|
)
|
|
(2,303,682
|
)
|
Year Ending December 31,
|
Amount
|
||
Remainder of 2014
|
$
|
168,164
|
|
2015
|
653,680
|
|
|
2016
|
577,372
|
|
|
2017
|
448,336
|
|
|
2018
|
335,628
|
|
|
Thereafter
|
982,405
|
|
|
Total
|
$
|
3,165,585
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Region
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
Europe
|
33
|
%
|
|
29
|
%
|
|
33
|
%
|
|
29
|
%
|
Asia and Pacific
|
38
|
%
|
|
39
|
%
|
|
38
|
%
|
|
40
|
%
|
North America
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
|
10
|
%
|
South America
|
9
|
%
|
|
13
|
%
|
|
9
|
%
|
|
12
|
%
|
Middle East and Africa
|
10
|
%
|
|
9
|
%
|
|
11
|
%
|
|
9
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended September 30,
|
||||||||||||||||
|
2013
|
|
2014
|
||||||||||||||
Country
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
||||||
United Kingdom
(1)(2)
|
16,293
|
|
|
10
|
%
|
|
2
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2013
|
|
2014
|
||||||||||||||||
Country
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
||||||||
China
(1)
|
$
|
49,148
|
|
|
10
|
%
|
|
4
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
December 31, 2013
|
|
September 30, 2014
|
||||||||
Region
|
Number
of
Aircraft
|
|
Net Book
Value %
|
|
Number
of
Aircraft
|
|
Net Book
Value %
|
||||
Europe
|
64
|
|
|
30
|
%
|
|
59
|
|
|
28
|
%
|
Asia and Pacific
|
56
|
|
|
41
|
%
|
|
45
|
|
|
42
|
%
|
North America
|
19
|
|
|
10
|
%
|
|
19
|
|
|
8
|
%
|
South America
|
14
|
|
|
7
|
%
|
|
11
|
|
|
12
|
%
|
Middle East and Africa
|
7
|
|
|
11
|
%
|
|
6
|
|
|
10
|
%
|
Off-lease
|
2
|
|
(1)
|
1
|
%
|
|
—
|
|
|
—
|
%
|
Total
|
162
|
|
|
100
|
%
|
|
140
|
|
|
100
|
%
|
(1)
|
Consisted of
two
Boeing 747-400 converted freighter aircraft,
one
of which was subject to a commitment to lease and was delivered to our customer in the first quarter of 2014 and the other is in the process of being parted-out.
|
|
|
Amount
|
||
Total lease payments to be received
|
|
$
|
54,631
|
|
Less: Unearned income
|
|
(17,167
|
)
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
|
33,259
|
|
|
Net investment in finance leases
|
|
$
|
70,723
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2014
|
|
$
|
3,126
|
|
2015
|
|
12,889
|
|
|
2016
|
|
12,889
|
|
|
2017
|
|
11,974
|
|
|
2018
|
|
4,080
|
|
|
Thereafter
|
|
9,673
|
|
|
Total
|
|
$
|
54,631
|
|
Investment in JV at December 31, 2013
|
|
$
|
21,123
|
|
Investment in JV
|
|
10,428
|
|
|
Earnings from JV, net of tax
|
|
1,898
|
|
|
Distributions
|
|
(2,948
|
)
|
|
Investment in JV at September 30, 2014
|
|
$
|
30,501
|
|
|
|
|
|
At December 31, 2013
|
|
At September 30, 2014
|
||||||||
Debt Obligation
|
Outstanding
Borrowings
|
|
Outstanding
Borrowings
|
|
Interest Rate
(1)
|
|
Final Stated
Maturity
(2)
|
||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
||||
Securitization No. 1
(3)
|
$
|
225,034
|
|
|
$
|
—
|
|
|
—%
|
|
—
|
Securitization No. 2
|
603,837
|
|
|
451,544
|
|
|
0.47%
|
|
06/14/37
|
||
ECA Term Financings
|
493,708
|
|
|
460,983
|
|
|
3.02% to 3.96%
|
|
12/3/21 to 11/30/24
|
||
Bank Financings
|
264,256
|
|
|
572,506
|
|
|
1.15% to 5.09%
|
|
09/15/15 to 04/19/25
|
||
Total secured debt financings
|
1,586,835
|
|
|
1,485,033
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
||||
Senior Notes due 2017
|
500,000
|
|
|
500,000
|
|
|
6.75%
|
|
04/15/17
|
||
Senior Notes due 2018
(4)
|
450,527
|
|
|
—
|
|
|
—%
|
|
—
|
||
Senior Notes due 2018
|
400,000
|
|
|
400,000
|
|
|
4.625%
|
|
12/05/18
|
||
Senior Notes due 2019
|
500,000
|
|
|
500,000
|
|
|
6.250%
|
|
12/01/19
|
||
Senior Notes due 2020
|
300,000
|
|
|
300,000
|
|
|
7.625%
|
|
04/15/20
|
||
Senior Notes due 2021
|
—
|
|
|
500,000
|
|
|
5.125%
|
|
03/15/21
|
||
2014 Revolving Credit Facility
(5)
|
—
|
|
|
—
|
|
|
N/A
|
|
03/31/18
|
||
Total unsecured debt financings
|
2,150,527
|
|
|
2,200,000
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
Total secured and unsecured debt financings
|
$
|
3,737,362
|
|
|
$
|
3,685,033
|
|
|
|
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 2 and four of our Bank Financings. All other financings have a fixed rate.
|
(2)
|
For Securitization No. 2, all cash flows available after expenses and interest are applied to debt amortization.
|
(3)
|
In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No. 1 and terminated the related interest rate derivative, for a total cash payment of
$255,186
, with proceeds from our December 2013 issuance of our Senior Notes due 2018.
|
(4)
|
Proceeds from the issuance of our Senior Notes due 2021 were used to pay-off the balance of our 9.75% Senior Notes due 2018 plus accrued interest of
$10,238
and the call premium of
$32,835
on April 25, 2014.
|
(5)
|
On March 31, 2014, we amended and restructured our existing
$335,000
2013 Revolving Credit Facility with a new unsecured revolving credit facility (the “2014 Revolving Credit Facility”). The 2014 Revolving Credit Facility was increased to
$450,000
, has a term of
four
years and is scheduled to expire in March 2018 and was undrawn at September 30, 2014.
|
|
|
|
Available Liquidity
|
|
|
|
|
||||||
Facility
|
Liquidity Facility Provider
|
|
December 31,
2013 |
|
September 30,
2014 |
|
Unused
Fee
|
|
Interest Rate
on any Advances
|
||||
Securitization No. 2
|
HSH Nordbank AG
|
|
$
|
65,000
|
|
|
$
|
65,000
|
|
|
0.50%
|
|
1M Libor + 0.75
|
Declaration Date
|
Dividend
per Common
Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
February 18, 2013
|
$
|
0.165
|
|
|
$
|
11,268
|
|
|
March 4, 2013
|
|
March 15, 2013
|
May 1, 2013
|
$
|
0.165
|
|
|
$
|
11,297
|
|
|
May 31, 2013
|
|
June 14, 2013
|
August 2, 2013
|
$
|
0.165
|
|
|
$
|
13,330
|
|
|
August 30, 2013
|
|
September 13, 2013
|
October 29, 2013
|
$
|
0.200
|
|
|
$
|
16,163
|
|
|
November 29, 2013
|
|
December 13, 2013
|
February 21, 2014
|
$
|
0.200
|
|
|
$
|
16,201
|
|
|
March 7, 2014
|
|
March 14, 2014
|
May 5, 2014
|
$
|
0.200
|
|
|
$
|
16,202
|
|
|
May 30, 2014
|
|
June 13, 2014
|
July 28, 2014
|
$
|
0.200
|
|
|
$
|
16,201
|
|
|
August 29, 2014
|
|
September 12, 2014
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
Weighted-average shares:
|
|
|
|
|
|
|
|
||||
Common shares outstanding
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
Restricted common shares
|
669,489
|
|
|
600,581
|
|
|
562,612
|
|
|
581,932
|
|
Total weighted-average shares
|
79,213,869
|
|
|
80,990,577
|
|
|
72,024,876
|
|
|
80,971,063
|
|
|
|
|
|
|
|
|
|
||||
Percentage of weighted-average shares:
|
|
|
|
|
|
|
|
||||
Common shares outstanding
|
99.15
|
%
|
|
99.26
|
%
|
|
99.22
|
%
|
|
99.28
|
%
|
Restricted common shares
|
0.85
|
%
|
|
0.74
|
%
|
|
0.78
|
%
|
|
0.72
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Earnings per share – Basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares (a)
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(202
|
)
|
||||
Earnings (loss) available to common shareholders – Basic
|
$
|
(74,558
|
)
|
|
$
|
19,009
|
|
|
$
|
(18,640
|
)
|
|
$
|
27,862
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share – Basic
|
$
|
(0.95
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares(a)
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(202
|
)
|
||||
Earnings (loss) available to common shareholders – Diluted
|
$
|
(74,558
|
)
|
|
$
|
19,009
|
|
|
$
|
(18,640
|
)
|
|
$
|
27,862
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
||||
Effect of dilutive shares
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average common shares outstanding – Diluted
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share – Diluted
|
$
|
(0.95
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
(a)
|
For the
three months ended
September 30, 2013
and 2014, distributed and undistributed earnings to restricted shares is
0.85%
and
0.74%
of net income. For the
nine months ended
September 30, 2013
and 2014, distributed and undistributed earnings to restricted shares is
0.78%
and
0.72%
of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
(b)
|
For the
three and nine months ended
September 30, 2013
and
2014
, we had
no
dilutive shares.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
U.S. operations
|
$
|
488
|
|
|
$
|
772
|
|
|
$
|
1,684
|
|
|
$
|
2,293
|
|
Non-U.S. operations
|
(75,643
|
)
|
|
20,936
|
|
|
(13,605
|
)
|
|
34,798
|
|
||||
Total
|
$
|
(75,155
|
)
|
|
$
|
21,708
|
|
|
$
|
(11,921
|
)
|
|
$
|
37,091
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Notional U.S. federal income tax expense (benefit) at the statutory rate
|
$
|
(26,305
|
)
|
|
$
|
7,598
|
|
|
$
|
(4,173
|
)
|
|
$
|
12,982
|
|
U.S. state and local income tax, net
|
39
|
|
|
57
|
|
|
125
|
|
|
176
|
|
||||
Non-U.S. operations:
|
|
|
|
|
|
|
|
||||||||
Bermuda
|
26,613
|
|
|
215
|
|
|
13,748
|
|
|
6,455
|
|
||||
Ireland
|
(53
|
)
|
|
(2,411
|
)
|
|
(544
|
)
|
|
(3,163
|
)
|
||||
Singapore
|
(170
|
)
|
|
(1,418
|
)
|
|
(23
|
)
|
|
(3,895
|
)
|
||||
Other
|
(820
|
)
|
|
(692
|
)
|
|
(2,696
|
)
|
|
(2,061
|
)
|
||||
Non-deductible expenses in the U.S.
|
107
|
|
|
146
|
|
|
306
|
|
|
464
|
|
||||
Other
|
(8
|
)
|
|
(11
|
)
|
|
(24
|
)
|
|
(33
|
)
|
||||
Income tax provision
|
$
|
(597
|
)
|
|
$
|
3,484
|
|
|
$
|
6,719
|
|
|
$
|
10,925
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
47,682
|
|
|
$
|
44,820
|
|
|
$
|
147,096
|
|
|
$
|
144,677
|
|
Hedge ineffectiveness losses
|
93
|
|
|
(4
|
)
|
|
197
|
|
|
55
|
|
||||
Amortization of interest rate derivatives related to deferred losses
|
7,300
|
|
|
8,549
|
|
|
25,285
|
|
|
26,730
|
|
||||
Amortization of deferred financing fees
(2)
|
2,976
|
|
|
3,506
|
|
|
11,757
|
|
|
10,493
|
|
||||
Interest Expense
|
58,051
|
|
|
56,871
|
|
|
184,335
|
|
|
181,955
|
|
||||
Less interest income
|
(208
|
)
|
|
(77
|
)
|
|
(684
|
)
|
|
(404
|
)
|
||||
Interest, net
|
$
|
57,843
|
|
|
$
|
56,794
|
|
|
$
|
183,651
|
|
|
$
|
181,551
|
|
|
Derivative Liabilities
|
||||||||||||||||||||
Hedged Item
|
Current
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Future
Maximum
Notional
Amount
|
|
Floating
Rate
|
|
Fixed
Rate
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securitization No. 2
|
$
|
389,484
|
|
|
Jun-12
|
|
Jun-17
|
|
$
|
389,484
|
|
|
1M LIBOR
|
|
1.26%
to 1.28% |
|
Fair value of
derivative liabilities |
|
$
|
3,090
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||
Derivatives in
ASC 815
Cash Flow
Hedging
Relationships
|
|
Amount of
Gain or (Loss)
Recognized in
OCI on
Derivative
(a)
|
|
Location of
Gain or (Loss)
Reclassified from
Accumulated
OCI into Income
|
|
Amount of
Gain or (Loss)
Reclassified from
Accumulated
OCI into Income
(b)
|
|
Location of
Gain or (Loss)
Recognized in
Income on Derivative
|
|
Amount of
Gain or (Loss)
Recognized in
Income on
Derivative
(c)
|
Interest rate derivatives
|
|
$(3,068)
|
|
Interest expense
|
|
$(31,823)
|
|
Interest expense
|
|
$(58)
|
(a)
|
This represents the change in fair market value of our interest rate derivatives since year end, net of taxes, offset by the amount of actual cash paid related to the net settlements of the interest rate derivatives for the
nine months ended
September 30, 2014
.
|
(b)
|
This represents the amount of actual cash paid, net of taxes, related to the net settlements of the interest rate derivatives for the
nine months ended
September 30, 2014
plus any effective amortization of net deferred interest rate derivative losses.
|
(c)
|
This represents both realized and unrealized ineffectiveness incurred during the
nine months ended
September 30, 2014
.
|
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain
or (Loss)
Recognized in Income
On Derivative
|
|
Amount of Gain
or (Loss)
Recognized in Income on
Derivative
|
||
Interest rate derivatives
|
|
Other income (expense)
|
|
$
|
681
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Hedge ineffectiveness losses
|
$
|
93
|
|
|
$
|
(4
|
)
|
|
$
|
197
|
|
|
$
|
55
|
|
Amortization:
|
|
|
|
|
|
|
|
||||||||
Accelerated amortization of deferred losses
(1)
|
(2
|
)
|
|
(17
|
)
|
|
2,025
|
|
|
(14
|
)
|
||||
Amortization of loss on designated interest rate derivative
|
423
|
|
|
—
|
|
|
1,168
|
|
|
548
|
|
||||
Amortization of deferred losses
|
6,879
|
|
|
8,566
|
|
|
22,092
|
|
|
26,196
|
|
||||
Total Amortization
|
7,300
|
|
|
8,549
|
|
|
25,285
|
|
|
26,730
|
|
||||
Total charged to interest expense
|
$
|
7,393
|
|
|
$
|
8,545
|
|
|
$
|
25,482
|
|
|
$
|
26,785
|
|
|
|
|
|
|
|
|
|
||||||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Mark to market gains on undesignated interest rate derivatives
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
3,727
|
|
|
$
|
681
|
|
Total charged to other income
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
3,727
|
|
|
$
|
681
|
|
|
December 31,
2013 |
|
September 30,
2014 |
||||
Deferred debt issuance costs, net of amortization of $61,104 and $50,115, respectively
|
$
|
52,464
|
|
|
$
|
54,856
|
|
Deferred federal income tax asset
|
1,218
|
|
|
1,135
|
|
||
Lease incentives and lease premiums, net of amortization of $41,136 and $23,458, respectively
|
72,181
|
|
|
72,355
|
|
||
Flight equipment held for sale
|
9,474
|
|
|
31,040
|
|
||
Aircraft purchase deposits
|
10,000
|
|
|
—
|
|
||
Other assets
|
8,639
|
|
|
16,068
|
|
||
Total other assets
|
$
|
153,976
|
|
|
$
|
175,454
|
|
|
December 31,
2013 |
|
September 30,
2014 |
||||
Accounts payable and accrued expenses
|
$
|
30,204
|
|
|
$
|
47,345
|
|
Deferred federal income tax liability
|
33,178
|
|
|
32,351
|
|
||
Accrued interest payable
|
39,213
|
|
|
48,716
|
|
||
Lease discounts, net of amortization of $6,458 and $6,774 respectively
|
9,066
|
|
|
34,558
|
|
||
Total accounts payable, accrued expenses and other liabilities
|
$
|
111,661
|
|
|
$
|
162,970
|
|
Changes in accumulated other comprehensive loss by component
(a)
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||
Beginning balance
|
$
|
(57,342
|
)
|
|
$
|
(75,905
|
)
|
Amount recognized in other comprehensive loss on derivatives, net of tax expense of $7 and $728, respectively
|
509
|
|
|
(3,068
|
)
|
||
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense of $14 and $97, respectively
|
9,683
|
|
|
31,823
|
|
||
Net current period other comprehensive income
|
10,192
|
|
|
28,755
|
|
||
Ending balance
|
$
|
(47,150
|
)
|
|
$
|
(47,150
|
)
|
Reclassifications from accumulated other comprehensive loss
(a)
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||
|
|
|
|
||||
Amount of effective amortization of net deferred interest rate derivative losses
(b)
|
$
|
8,549
|
|
|
$
|
26,730
|
|
Effective amount of net settlements of interest rate derivatives, net of tax expense of $14 and $97, respectively
(b)
|
1,134
|
|
|
5,093
|
|
||
Amount of loss reclassified from accumulated other comprehensive loss into income
(c)
|
$
|
9,683
|
|
|
$
|
31,823
|
|
•
|
Pursuing a disciplined, “value oriented” investment strategy.
In our view, the relative values of different aircraft investments change over time. As a consequence, we maintain a “value oriented” investment strategy to seek out the best risk-adjusted return opportunities across the commercial jet market. To this end, 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. In this respect, we believe the financing flexibility offered through unsecured debt enables our value oriented strategy and provides us with a competitive advantage for many investment opportunities. We believe this approach is somewhat unique among the larger aircraft leasing companies.
|
•
|
Investing in additional commercial jet aircraft and other aviation assets when attractively priced opportunities and cost effective financing are available.
We believe the large and growing aircraft market, together with ongoing fleet replacements, will provide significant acquisition opportunities. We regularly evaluate potential aircraft acquisitions and expect to continue our investment program through additional purchases when attractively priced opportunities and cost effective financing are available.
|
•
|
Maintaining efficient access to capital from a wide range of sources.
We believe the aircraft investment market is subject to forces related to the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when competition and therefore prices for assets is high. In order to implement this approach, we believe maintaining access to a wide variety of financing sources over the business cycle is very important. To that end, our strategy is to maintain corporate credit ratings from major ratings agencies, manage to strong credit metrics, own a large pool of unencumbered assets and increase our asset base so as to maintain good access to capital during a variety of business conditions.
|
•
|
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 also to exit from an investment when a sale would provide the greatest expected cash flow for us.
|
•
|
Leveraging 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.
However our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors,” and elsewhere in our 2013 Annual Report on Form 10-K. On
July 28, 2014
, our board of directors declared a regular quarterly dividend of
$0.20
per common share, or an aggregate of
$16.2
million for the three months ended September 30, 2014, which was paid on
September 12, 2014
to holders of record on
August 29, 2014
. These dividends may not be indicative of the amount of any future dividends.
|
•
|
2015: 12 aircraft, representing 6%;
|
•
|
2016: 22 aircraft, representing 10%;
|
•
|
2017: 27 aircraft, representing 19%; and
|
•
|
2018: 18 aircraft, representing 14%.
|
Nine Months Ended September 30, 2014
|
Number of Aircraft
|
|
Maintenance Revenue
|
|
Lease Incentive Revenue
(1)
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Impairment
|
|
Pre-tax Impact
|
|||||||||||
Opportunistic sales
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,628
|
|
|
$
|
—
|
|
|
$
|
29,628
|
|
Exit sales
|
13
|
|
|
27,952
|
|
|
154
|
|
|
(16,244
|
)
|
|
—
|
|
|
11,862
|
|
|||||
Total sales
|
35
|
|
|
27,952
|
|
|
154
|
|
|
13,384
|
|
|
—
|
|
|
41,490
|
|
|||||
Freighter Exits
|
2
|
|
|
6,570
|
|
|
3,626
|
|
|
—
|
|
|
(28,306
|
)
|
|
(18,110
|
)
|
|||||
Total
|
37
|
|
|
$
|
34,522
|
|
|
$
|
3,780
|
|
|
$
|
13,384
|
|
|
$
|
(28,306
|
)
|
|
$
|
23,380
|
|
|
Owned
Aircraft as of
September 30, 2013
(1)
|
|
Owned
Aircraft as of
September 30, 2014
(1)
|
||||
Flight Equipment
|
$
|
5,086
|
|
|
$
|
5,304
|
|
Unencumbered Flight Equipment
|
$
|
2,712
|
|
|
$
|
2,924
|
|
Number of Aircraft
|
161
|
|
|
140
|
|
||
Number of Unencumbered Aircraft
|
80
|
|
|
85
|
|
||
Number of Lessees
|
68
|
|
|
61
|
|
||
Number of Countries
|
37
|
|
|
37
|
|
||
Weighted Average Age – Passenger (years)
(2)
|
9.2
|
|
|
7.8
|
|
||
Weighted Average Age – Freighter (years)
(2)
|
12.9
|
|
|
12.6
|
|
||
Weighted Average Age – Combined (years)
(2)
|
10.0
|
|
|
8.6
|
|
||
Weighted Average Remaining Passenger Lease Term (years)
(3)
|
5.4
|
|
|
5.3
|
|
||
Weighted Average Remaining Freighter Lease Term (years)
(3)
|
4.0
|
|
|
3.5
|
|
||
Weighted Average Remaining Combined Lease Term (years)
(3)
|
5.1
|
|
|
5.0
|
|
||
Weighted Average Fleet Utilization during the three months ended September 30, 2013 and 2014
(4)
|
100
|
%
|
|
100
|
%
|
||
Weighted Average Fleet Utilization during the nine months ended September 30, 2013 and 2014
(4)
|
98
|
%
|
|
99
|
%
|
||
Portfolio Yield for the three months ended September 30, 2013 and 2014
(5)
|
13.7
|
%
|
|
13.2
|
%
|
||
Portfolio Yield for the nine months ended September 30, 2013 and 2014
(5)
|
13.5
|
%
|
|
13.3
|
%
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end.
|
(2)
|
Weighted average age by net book value.
|
(3)
|
Weighted average remaining lease term 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 for the period as a percent of the average net book value of flight equipment held for lease for the period; quarterly information is annualized.
|
|
Owned Aircraft as of
September 30, 2014
|
||||
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
||
Aircraft Type
|
|
|
|
||
Passenger:
|
|
|
|
||
Narrowbody
|
86
|
|
|
32
|
%
|
Midbody
|
29
|
|
|
30
|
%
|
Widebody
|
9
|
|
|
22
|
%
|
Total Passenger
|
124
|
|
|
84
|
%
|
Freighter
|
16
|
|
|
16
|
%
|
Total
|
140
|
|
|
100
|
%
|
|
|
|
|
||
Manufacturer
|
|
|
|
||
Boeing
|
81
|
|
|
57
|
%
|
Airbus
|
53
|
|
|
40
|
%
|
Embraer
|
6
|
|
|
3
|
%
|
Total
|
140
|
|
|
100
|
%
|
|
|
|
|
||
Regional Diversification
|
|
|
|
||
Europe
|
59
|
|
|
28
|
%
|
Asia and Pacific
|
45
|
|
|
42
|
%
|
North America
|
19
|
|
|
8
|
%
|
South America
|
11
|
|
|
12
|
%
|
Middle East and Africa
|
6
|
|
|
10
|
%
|
Total
|
140
|
|
|
100
|
%
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end.
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
Greater than 6% per customer
|
|
Thai Airways
|
|
Thailand
|
|
3
|
|
|
LATAM
|
|
Chile
|
|
3
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
Singapore Airlines
|
|
Singapore
|
|
4
|
|
|
Martinair
(1)
|
|
Netherlands
|
|
5
|
|
|
Emirates
|
|
United Arab Emirates
|
|
2
|
|
|
Garuda
|
|
Indonesia
|
|
4
|
|
|
Virgin Australia
|
|
Australia
|
|
2
|
|
|
AirBridge Cargo
(2)
|
|
Russia
|
|
2
|
|
|
Jet Airways
|
|
India
|
|
6
|
|
|
Azul
|
|
Brazil
|
|
5
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
US Airways
(3)
|
|
USA
|
|
11
|
|
|
Air Atlanta
|
|
Iceland
|
|
4
|
|
|
EVA Airways
|
|
Taiwan
|
|
4
|
|
|
Air Canada
|
|
Canada
|
|
2
|
(1)
|
If combined with one other affiliated customer, represents 5.1% of flight equipment held for lease.
|
(2)
|
Guaranteed by Volga-Dnepr Airlines.
|
(3)
|
US Airways has merged with American Airlines.
|
|
Three Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
161,148
|
|
|
$
|
178,886
|
|
Finance lease revenue
|
4,122
|
|
|
1,463
|
|
||
Amortization of net lease premiums, discounts and lease incentives
|
(9,737
|
)
|
|
(1,075
|
)
|
||
Maintenance revenue (including contra maintenance revenue of $0 and $8,655 for the three months ended September 30, 2013 and 2014, respectively)
|
12,932
|
|
|
(4,189
|
)
|
||
Total lease revenue
|
168,465
|
|
|
175,085
|
|
||
Other revenue
|
1,625
|
|
|
2,511
|
|
||
Total revenues
|
170,090
|
|
|
177,596
|
|
||
Operating expenses:
|
|
|
|
||||
Depreciation
|
70,469
|
|
|
75,519
|
|
||
Interest, net
|
57,843
|
|
|
56,794
|
|
||
Selling, general and administrative
|
12,830
|
|
|
13,817
|
|
||
Impairment of aircraft
|
106,136
|
|
|
20,436
|
|
||
Maintenance and other costs
|
1,914
|
|
|
713
|
|
||
Total operating expenses
|
249,192
|
|
|
167,279
|
|
||
Other income:
|
|
|
|
||||
Gain on sale of flight equipment
|
3,092
|
|
|
11,390
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
||
Other
|
855
|
|
|
1
|
|
||
Total other income
|
3,947
|
|
|
11,391
|
|
||
Income (loss) from continuing operations before income taxes
|
(75,155
|
)
|
|
21,708
|
|
||
Income tax provision (benefit)
|
(597
|
)
|
|
3,484
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
927
|
|
||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
•
|
$43.3 million of revenue reflecting the full quarter impact of 16 aircraft purchased in 2013 and 12 aircraft purchased in 2014.
|
•
|
$21.1 million due to aircraft sales; and
|
•
|
$2.9 million from the effect of lease terminations and other changes and $1.5 million due to lease extensions and transitions.
|
|
Three Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(7,886
|
)
|
|
$
|
(1,549
|
)
|
Amortization of lease premiums
|
(2,347
|
)
|
|
(2,073
|
)
|
||
Amortization of lease discounts
|
496
|
|
|
2,547
|
|
||
Amortization of net lease premiums, discounts and lease incentives
|
$
|
(9,737
|
)
|
|
$
|
(1,075
|
)
|
|
Three Months Ended September 30,
|
||||||||||
|
2013
|
|
2014
|
||||||||
|
Dollars
(in thousands)
|
|
Number of
Leases
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
||||
Unscheduled lease terminations
|
$
|
12,056
|
|
|
1
|
|
$
|
288
|
|
|
1
|
Scheduled lease terminations
|
876
|
|
|
2
|
|
(4,477
|
)
|
|
4
|
||
Maintenance revenue
|
$
|
12,932
|
|
|
3
|
|
$
|
(4,189
|
)
|
|
5
|
•
|
a $14.9 million increase in depreciation for aircraft acquired; and
|
•
|
a $3.0 million increase due to changes in asset lives and residual values.
|
•
|
a $12.3 million decrease in depreciation for aircraft sales; and
|
•
|
a $0.6 million decrease due to capitalized aircraft improvements being fully depreciated.
|
|
Three Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
|
$
|
47,682
|
|
|
$
|
44,820
|
|
Hedge ineffectiveness losses
|
93
|
|
|
(4
|
)
|
||
Amortization of interest rate derivatives related to deferred losses
|
7,300
|
|
|
8,549
|
|
||
Amortization of deferred financing fees and notes discount
|
2,976
|
|
|
3,506
|
|
||
Interest Expense
|
58,051
|
|
|
56,871
|
|
||
Less interest income
|
(208
|
)
|
|
(77
|
)
|
||
Interest, net
|
$
|
57,843
|
|
|
$
|
56,794
|
|
•
|
lower interest expense on borrowings of $2.9 million driven primarily by a lower weighted average interest rate of 4.78% for the three months ended September 30, 2014 as compared to 5.63% a year ago.
|
Three Months Ended September 30, 2014
|
Number of Aircraft
|
|
Maintenance Revenue
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Pre-tax Impact
|
|||||||
Opportunistic sales
|
11
|
|
|
$
|
—
|
|
|
$
|
12,651
|
|
|
$
|
12,651
|
|
Exit sales
|
1
|
|
|
23
|
|
|
(1,261
|
)
|
|
(1,238
|
)
|
|||
Total sales
|
12
|
|
|
$
|
23
|
|
|
$
|
11,390
|
|
|
$
|
11,413
|
|
|
Three Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
Net change in fair value of derivatives, net of tax expense of $78 and $21, respectively
|
1,798
|
|
|
1,643
|
|
||
Derivative loss reclassified into earnings
|
7,300
|
|
|
8,549
|
|
||
Total comprehensive income (loss)
|
$
|
(65,460
|
)
|
|
$
|
29,343
|
|
•
|
$19.2 million
of net income; and
|
•
|
$8.5 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
•
|
$74.6 million
of net loss;
|
•
|
an
$1.8 million
gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
three months ended
September 30, 2013
, partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
•
|
$7.3 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
475,656
|
|
|
$
|
536,452
|
|
Finance lease revenue
|
12,120
|
|
|
9,347
|
|
||
Amortization of net lease premiums, discounts and lease incentives
|
(25,527
|
)
|
|
(7,252
|
)
|
||
Maintenance revenue (including contra maintenance revenue of $0 and $25,037 for the nine months ended September 30, 2013 and 2014, respectively)
|
42,983
|
|
|
35,035
|
|
||
Total lease revenue
|
505,232
|
|
|
573,582
|
|
||
Other revenue
|
11,425
|
|
|
6,763
|
|
||
Total revenues
|
516,657
|
|
|
580,345
|
|
||
Operating expenses:
|
|
|
|
||||
Depreciation
|
212,448
|
|
|
225,230
|
|
||
Interest, net
|
183,651
|
|
|
181,551
|
|
||
Selling, general and administrative
|
39,297
|
|
|
41,818
|
|
||
Impairment of aircraft
|
112,335
|
|
|
67,005
|
|
||
Maintenance and other costs
|
11,464
|
|
|
5,222
|
|
||
Total operating expenses
|
559,195
|
|
|
520,826
|
|
||
Other income (expense):
|
|
|
|
||||
Gain on sale of flight equipment
|
25,601
|
|
|
13,384
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(36,570
|
)
|
||
Other
|
5,016
|
|
|
758
|
|
||
Total other income (expense)
|
30,617
|
|
|
(22,428
|
)
|
||
Income (loss) from continuing operations before income taxes
|
(11,921
|
)
|
|
37,091
|
|
||
Income tax provision
|
6,719
|
|
|
10,925
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
1,898
|
|
||
Net income (loss)
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
•
|
$125.8 million of revenue reflecting the full quarter impact of 20 aircraft purchased in 2013 and 12 aircraft purchased in 2014.
|
•
|
$57.1 million due to aircraft sales; and
|
•
|
$8.9 million from the effect of lease terminations and other changes offset by $1.0 million due to lease extensions and transitions.
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(20,072
|
)
|
|
$
|
(7,703
|
)
|
Amortization of lease premiums
|
(6,473
|
)
|
|
(6,586
|
)
|
||
Amortization of lease discounts
|
1,018
|
|
|
7,037
|
|
||
Amortization of net lease premiums, discounts and lease incentives
|
$
|
(25,527
|
)
|
|
$
|
(7,252
|
)
|
|
Nine Months Ended September 30,
|
||||||||||
|
2013
|
|
2014
|
||||||||
|
Dollars
(in thousands)
|
|
Number of
Leases
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
||||
Unscheduled lease terminations
|
$
|
32,051
|
|
|
8
|
|
$
|
469
|
|
|
2
|
Scheduled lease terminations
|
10,932
|
|
|
6
|
|
34,566
|
|
|
20
|
||
Maintenance revenue
|
$
|
42,983
|
|
|
14
|
|
$
|
35,035
|
|
|
22
|
•
|
a $44.3 million increase in depreciation for aircraft acquired; and
|
•
|
a $5.3 million increase due to changes in asset lives and residual values.
|
•
|
a $34.8 million decrease in depreciation for aircraft sales; and
|
•
|
a $1.9 million decrease due to capitalized aircraft improvements being fully depreciated.
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
|
$
|
147,096
|
|
|
$
|
144,677
|
|
Hedge ineffectiveness losses
|
197
|
|
|
55
|
|
||
Amortization of interest rate derivatives related to deferred losses
|
25,285
|
|
|
26,730
|
|
||
Amortization of deferred financing fees and notes discount
|
11,757
|
|
|
10,493
|
|
||
Interest Expense
|
184,335
|
|
|
181,955
|
|
||
Less interest income
|
(684
|
)
|
|
(404
|
)
|
||
Interest, net
|
$
|
183,651
|
|
|
$
|
181,551
|
|
•
|
a $2.4 million decrease in interest on borrowings reflecting $3.0 million of loan breakage fees incurred in June 2013 as a result of the early repayment of 2 ECA loans; and
|
•
|
a $1.3 million decrease in amortization of deferred financing fees primarily due to the write off of fees related to the early repayment of the 2 ECA loans in June 2013.
|
Nine Months Ended September 30, 2014
|
Number of Aircraft
|
|
Maintenance Revenue
|
|
Lease Incentive Revenue
(1)
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Pre-tax Impact
|
|||||||||
Opportunistic sales
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,628
|
|
|
$
|
29,628
|
|
Exit sales
|
13
|
|
|
27,952
|
|
|
154
|
|
|
(16,244
|
)
|
|
11,862
|
|
||||
Total sales
|
35
|
|
|
$
|
27,952
|
|
|
$
|
154
|
|
|
$
|
13,384
|
|
|
$
|
41,490
|
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Net income (loss)
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Net change in fair value of derivatives, net of tax expense of $389 and $825, respectively
|
13,751
|
|
|
2,025
|
|
||
Derivative loss reclassified into earnings
|
25,285
|
|
|
26,730
|
|
||
Total comprehensive income
|
$
|
20,396
|
|
|
$
|
56,819
|
|
•
|
$28.1 million
of net income;
|
•
|
$2.0 million
gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
three months ended
September 30, 2014
partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
•
|
$26.7 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
•
|
$(18.6)
million of net loss;
|
•
|
a
$13.8
million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
nine months ended
September 30, 2013
, partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
•
|
$25.3
million of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
•
|
lines of credit, our securitizations, term financings, secured borrowings supported by export credit agencies for new aircraft acquisitions and bank financings secured by aircraft purchases;
|
•
|
unsecured indebtedness, including an unsecured revolving credit facility and unsecured senior notes;
|
•
|
sales of common shares; and
|
•
|
asset sales.
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Net cash flow provided by operating activities
|
$
|
319,313
|
|
|
$
|
365,975
|
|
Net cash flow provided by (used in) investing activities
|
(523,627
|
)
|
|
(413,283
|
)
|
||
Net cash flow (used in) provided by financing activities
|
(175,753
|
)
|
|
(132,967
|
)
|
•
|
a $69.5 million increase in cash from lease rentals; and
|
•
|
a $3.1 million decrease in cash from working capital.
|
•
|
a $18.6 million decrease in cash for maintenance revenue primarily due to contra maintenance revenue;
|
•
|
a $3.7 million increase in cash paid for taxes; and
|
•
|
a $2.8 million decrease in cash interest from finance leases.
|
•
|
a $42.0 million decrease in principal repayments on debt investments;
|
•
|
a $22.4 million increase in restricted cash and cash equivalents related to the sale of flight equipment; and
|
•
|
an $8.6 million increase in unconsolidated equity method investment.
|
•
|
a $465.0 million increase in securitization and term debt repayments primarily due to the repayment of $219.9 million for Securitization No. 1 in February 2014 and of $450.0 million for our 9.75% Senior Notes due 2018 in April 2014;
|
•
|
a $199.6 million decrease in issuance of common shares net of repurchases;
|
•
|
a $33.4 million increase in payments for terminated cash flow hedges related to the pay-off of Securitization No. 1;
|
•
|
a $32.8 million increase in debt extinguishment costs related to the call premium on our 9.75% Senior Notes due 2018 repaid in April 2014;
|
•
|
a $12.9 million increase in deferred financing costs related to the issuance of our Senior Notes due 2021 and bank financings on five acquired aircraft in the first quarter of 2014;
|
•
|
a $25.5 million decrease in security deposits received net of security deposits returned;
|
•
|
a $12.7 million increase in dividends paid; and
|
•
|
a $11.0 million decrease in maintenance deposits received net of maintenance deposits returned.
|
•
|
a $725.0 million increase in proceeds from our Senior Notes due 2021 and bank debt financings on aircraft purchases; and
|
•
|
a $110.7 million decrease in restricted cash and cash equivalents related to security deposits and maintenance payments.
|
Debt Obligation
|
Collateral
|
|
Outstanding Borrowing
|
|
Number of Aircraft
|
|
Interest Rate
(1)
|
|
Final Stated Maturity
(2)
|
||
|
(Dollars in thousands)
|
||||||||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
||
Securitization No. 2
|
Interests in aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
451,544
|
|
|
34
|
|
0.47%
|
|
06/14/37
|
|
ECA Term Financings
|
Interests in aircraft, aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
460,983
|
|
|
8
|
|
3.02% to 3.96%
|
|
12/3/21 to 11/30/24
|
|
Bank Financings
|
Interests in aircraft, aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
572,506
|
|
|
13
|
|
1.15% to 5.09%
|
|
09/15/15 to 04/19/25
|
|
Total secured debt financings
|
|
|
1,485,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
||
Senior Notes due 2017
|
None
|
|
500,000
|
|
|
—
|
|
6.75%
|
|
04/15/17
|
|
Senior Notes due 2018
|
None
|
|
400,000
|
|
|
—
|
|
4.625%
|
|
12/05/18
|
|
Senior Notes due 2019
|
None
|
|
500,000
|
|
|
—
|
|
6.25%
|
|
12/01/19
|
|
Senior Notes due 2020
|
None
|
|
300,000
|
|
|
—
|
|
7.625%
|
|
04/15/20
|
|
Senior Notes due 2021
|
None
|
|
500,000
|
|
|
—
|
|
5.125%
|
|
03/15/21
|
|
2014 Revolving Credit Facility
(3)
|
None
|
|
—
|
|
|
—
|
|
N/A
|
|
03/31/18
|
|
Total unsecured debt financings
|
|
|
2,200,000
|
|
|
|
|
|
|
|
|
Total secured and unsecured debt financings
|
|
|
$
|
3,685,033
|
|
|
|
|
|
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 2 and four of our Bank Financings. All other financings have a fixed rate.
|
(2)
|
For Securitization No. 2, all cash flows available after expenses and interest are applied to debt amortization.
|
(3)
|
On March 31, 2014, we amended and restructured our existing $335.0 million 2013 Revolving Credit Facility with a new unsecured revolving credit facility (the “2014 Revolving Credit Facility”). The 2014 Revolving Credit Facility was increased to $450.0 million, has a term of four years, is scheduled to expire in March 2018 and was undrawn at September 30, 2014.
|
|
|
|
Available Liquidity
|
|
|
|
|
||||||
Facility
|
Liquidity Facility Provider
|
|
December 31,
2013 |
|
September 30,
2014 |
|
Unused
Fee
|
|
Interest Rate
on any Advances
|
||||
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||
Securitization No. 2
|
HSH Nordbank AG
|
|
$
|
65,000
|
|
|
$
|
65,000
|
|
|
0.50%
|
|
1M Libor + 0.75
|
•
|
an increase in borrowings and interest payments as a result of the closing of our Senior Notes due 2021 in March 2014;
|
•
|
additional bank financings on five aircraft; and
|
•
|
an increase in aircraft purchase obligations.
|
•
|
the repayments of Securitization No. 1 in February 2014 and our 9.75% Senior Notes due 2018 in April 2014, respectively.
|
|
Payments Due By Period as of September 30, 2014
|
||||||||||||||||||
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 - 2021
|
$
|
2,200,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
400,000
|
|
|
$
|
1,300,000
|
|
Securitization No. 2
(1)
|
451,544
|
|
|
147,375
|
|
|
214,009
|
|
|
90,160
|
|
|
—
|
|
|||||
ECA Term Financings
(2)
|
460,984
|
|
|
44,996
|
|
|
94,886
|
|
|
101,838
|
|
|
219,264
|
|
|||||
Bank Financings
(3)
|
578,921
|
|
|
62,097
|
|
|
104,571
|
|
|
160,180
|
|
|
252,073
|
|
|||||
Total principal payments
|
3,691,449
|
|
|
254,468
|
|
|
913,466
|
|
|
752,178
|
|
|
1,771,337
|
|
|||||
Interest payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments on debt obligations
(4)
|
854,688
|
|
|
170,709
|
|
|
329,018
|
|
|
230,097
|
|
|
124,864
|
|
|||||
Interest payments on interest rate derivatives
(5)
|
7,625
|
|
|
3,870
|
|
|
3,755
|
|
|
—
|
|
|
—
|
|
|||||
Total interest payments
|
862,313
|
|
|
174,579
|
|
|
332,773
|
|
|
230,097
|
|
|
124,864
|
|
|||||
Office leases
(6)
|
6,977
|
|
|
1,122
|
|
|
1,774
|
|
|
1,508
|
|
|
2,573
|
|
|||||
Purchase obligations
(7)
|
805,740
|
|
|
805,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,366,479
|
|
|
$
|
1,235,909
|
|
|
$
|
1,248,013
|
|
|
$
|
983,783
|
|
|
$
|
1,898,774
|
|
(1)
|
Estimated principal payments for these non-recourse financings are based on excess cash flows available from forecasted lease rentals, net maintenance funding and proceeds from asset dispositions after the payment of forecasted operating expenses and interest payments, including interest payments on existing interest rate derivative agreements and policy provider fees.
|
(2)
|
Includes scheduled principal payments based upon eight fixed rate, 12-year, fully amortizing loans.
|
(3)
|
Includes principal payments based upon individual loan amortization schedules.
|
(4)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at
September 30, 2014
.
|
(5)
|
Future interest payments on derivative financial instruments are estimated using the spread between the floating interest rates and the fixed interest rates in effect at
September 30, 2014
.
|
(6)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
(7)
|
At
September 30, 2014
, we had commitments to acquire
16
aircraft. Of those, three acquisitions have closed, and we expect that an additional
five
will close during the fourth quarter of 2014 and
two
will close in the first quarter of 2015. The other
four
aircraft are Boeing 777-300ERs that may be purchased from and leased back to LATAM once the existing financings are repaid. We do not expect this transaction to be completed before the first half of 2015.
|
|
Derivative Liabilities
|
||||||||||||||||||||
Hedged Item
|
Current
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Future
Maximum
Notional
Amount
|
|
Floating
Rate
|
|
Fixed
Rate
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securitization No. 2
|
$
|
389,484
|
|
|
Jun-12
|
|
Jun-17
|
|
$
|
389,484
|
|
|
1M LIBOR
|
|
1.26%
to 1.28% |
|
Fair value of
derivative liabilities |
|
$
|
3,090
|
|
Hedged Item
|
Original
Maximum
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Fixed
Rate
%
|
|
Termination
Date
|
|
Deferred
(Gain) or
Loss Upon
Termination
|
|
Unamortized
Deferred
(Gain) or
Loss at
September 30,
2014
|
|
|
|
Next Twelve Months
(2)
|
||||||||||||||
2013
(1)
|
|
2014
(1)
|
|
||||||||||||||||||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||||||
Securitization No. 2
|
410,000
|
|
|
Feb-07
|
|
Apr-17
|
|
5.14
|
|
|
Jun-07
|
|
(3,119
|
)
|
|
(456
|
)
|
|
(230
|
)
|
|
(210
|
)
|
|
(227
|
)
|
|||||
Senior Notes due 2017 and 2020
|
150,000
|
|
|
Jul-07
|
|
Dec-17
|
|
5.14
|
|
|
Mar-08
|
|
15,281
|
|
|
3,536
|
|
|
1,093
|
|
|
984
|
|
|
1,191
|
|
|||||
Term Financing No. 1
|
440,000
|
|
|
Jun-07
|
|
Feb-13
|
|
4.88
|
|
|
Partial – Mar-08
Full – Jun-08
|
|
26,281
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|||||
Term Financing No. 1
|
248,000
|
|
|
Aug-07
|
|
May-13
|
|
5.33
|
|
|
Jun-08
|
|
9,888
|
|
|
—
|
|
|
721
|
|
|
—
|
|
|
—
|
|
|||||
Term Financing No. 1
|
710,068
|
|
|
Jun-08
|
|
May-13
|
|
4.04
|
|
|
De-designated –
Mar-12
Terminated –
April-12
|
|
19,026
|
|
|
—
|
|
|
5,695
|
|
|
—
|
|
|
—
|
|
|||||
Senior Notes due 2019
|
491,718
|
|
|
May-13
|
|
May-15
|
|
5.31
|
|
|
De-designated –
Mar-12
Terminated –
April-12
|
|
31,403
|
|
|
7,712
|
|
|
7,783
|
|
|
11,544
|
|
|
7,712
|
|
|||||
Senior Notes due 2018
|
360,000
|
|
|
Jan-08
|
|
Feb-19
|
|
5.16
|
|
|
Partial – Jun-08
Full – Oct-08
|
|
23,077
|
|
|
5,837
|
|
|
765
|
|
|
1,187
|
|
|
1,494
|
|
|||||
ECA Term Financing for New A330 Aircraft
|
231,000
|
|
|
Apr-10
|
|
Oct-15
|
|
5.17
|
|
|
Partial – Jun-08
Full – Dec-08
|
|
15,310
|
|
|
1,208
|
|
|
3,631
|
|
|
520
|
|
|
1,208
|
|
|||||
ECA Term Financing for New A330 Aircraft
|
238,000
|
|
|
Jan-11
|
|
Apr-16
|
|
5.23
|
|
|
Dec-08
|
|
19,430
|
|
|
4,295
|
|
|
2,629
|
|
|
2,407
|
|
|
2,942
|
|
|||||
ECA Term Financing for New A330 Aircraft
|
238,000
|
|
|
Jul-11
|
|
Sep-16
|
|
5.27
|
|
|
Dec-08
|
|
17,254
|
|
|
3,351
|
|
|
1,645
|
|
|
1,506
|
|
|
1,840
|
|
|||||
Senior Notes due 2018
|
451,911
|
|
|
Jun-06
|
|
Jun-16
|
|
5.78
|
|
|
Feb-14
|
|
20,762
|
|
|
14,391
|
|
|
—
|
|
|
6,371
|
|
|
8,557
|
|
|||||
Senior Notes due 2018
|
108,089
|
|
|
Jun-06
|
|
Jun-16
|
|
5.78
|
|
|
Feb-14
|
|
6,101
|
|
|
4,228
|
|
|
—
|
|
|
1,872
|
|
|
2,515
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
200,694
|
|
|
$
|
44,102
|
|
|
$
|
24,116
|
|
|
$
|
26,181
|
|
|
$
|
27,232
|
|
(1)
|
Amount of deferred (gain) or loss amortized (including accelerated amortization) into interest expense for the nine months ended September 30, 2013 and 2014.
|
(2)
|
Amount of Deferred (Gain) or Loss Expected to be Amortized over the Next Twelve Months.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30, 2014
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Hedge ineffectiveness losses
|
$
|
93
|
|
|
$
|
(4
|
)
|
|
$
|
197
|
|
|
$
|
55
|
|
Amortization:
|
|
|
|
|
|
|
|
||||||||
Accelerated amortization of deferred losses
(1)
|
(2
|
)
|
|
(17
|
)
|
|
2,025
|
|
|
(14
|
)
|
||||
Amortization of loss on designated interest rate derivative
|
423
|
|
|
—
|
|
|
1,168
|
|
|
548
|
|
||||
Amortization of deferred losses
|
6,879
|
|
|
8,566
|
|
|
22,092
|
|
|
26,196
|
|
||||
Total Amortization
|
7,300
|
|
|
8,549
|
|
|
25,285
|
|
|
26,730
|
|
||||
Total charged to interest expense
|
$
|
7,393
|
|
|
$
|
8,545
|
|
|
$
|
25,482
|
|
|
$
|
26,785
|
|
|
|
|
|
|
|
|
|
||||||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Mark to market gains on undesignated interest rate derivatives
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
3,727
|
|
|
$
|
681
|
|
Total charged to other income
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
3,727
|
|
|
$
|
681
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Depreciation
|
70,469
|
|
|
75,519
|
|
|
212,448
|
|
|
225,230
|
|
||||
Amortization of net lease discounts and lease incentives
|
9,737
|
|
|
1,075
|
|
|
25,527
|
|
|
7,252
|
|
||||
Interest, net
|
57,843
|
|
|
56,794
|
|
|
183,651
|
|
|
181,551
|
|
||||
Income tax provision
|
(597
|
)
|
|
3,484
|
|
|
6,719
|
|
|
10,925
|
|
||||
EBITDA
|
$
|
62,894
|
|
|
$
|
156,023
|
|
|
$
|
409,705
|
|
|
$
|
453,022
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Impairment of aircraft
|
106,136
|
|
|
20,436
|
|
|
112,335
|
|
|
67,005
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
36,570
|
|
||||
Non-cash share based payment expense
|
1,067
|
|
|
949
|
|
|
2,931
|
|
|
3,167
|
|
||||
Gain on mark to market of interest rate derivative contracts
|
(855
|
)
|
|
—
|
|
|
(3,727
|
)
|
|
(681
|
)
|
||||
Adjusted EBITDA
|
$
|
169,242
|
|
|
$
|
177,408
|
|
|
$
|
521,244
|
|
|
$
|
559,083
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(74,558
|
)
|
|
$
|
19,151
|
|
|
$
|
(18,640
|
)
|
|
$
|
28,064
|
|
Loss on extinguishment of debt
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
36,570
|
|
||||
Loan termination fee
(1)
|
—
|
|
|
—
|
|
|
2,954
|
|
|
—
|
|
||||
Ineffective portion and termination of hedges
(1)
|
91
|
|
|
(21
|
)
|
|
2,222
|
|
|
41
|
|
||||
Gain on mark to market of interest rate derivative contracts
(2)
|
(855
|
)
|
|
—
|
|
|
(3,727
|
)
|
|
(681
|
)
|
||||
Write-off of deferred financing fees
(1)
|
150
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
||||
Non-cash share based payment expense
(3)
|
1,067
|
|
|
949
|
|
|
2,931
|
|
|
3,167
|
|
||||
Term Financing No. 1 hedge loss amortization charges
(1)
|
4,591
|
|
|
3,601
|
|
|
13,478
|
|
|
11,544
|
|
||||
Securitization No. 1 hedge loss amortization charges
(1)
|
423
|
|
|
2,865
|
|
|
1,168
|
|
|
8,792
|
|
||||
Adjusted net income (loss)
|
$
|
(69,091
|
)
|
|
$
|
26,545
|
|
|
$
|
4,361
|
|
|
$
|
87,497
|
|
(1)
|
Included in Interest, net.
|
(2)
|
Included in Other income (expense).
|
(3)
|
Included in Selling, general and administrative expenses.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Weighted-average shares:
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
Common shares outstanding
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
Restricted common shares
|
669,489
|
|
|
600,581
|
|
|
562,612
|
|
|
581,932
|
|
Total weighted-average shares
|
79,213,869
|
|
|
80,990,577
|
|
|
72,024,876
|
|
|
80,971,063
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Percentage of weighted-average shares:
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
Common shares outstanding
|
99.15
|
%
|
|
99.26
|
%
|
|
99.22
|
%
|
|
99.28
|
%
|
Restricted common shares
|
0.85
|
%
|
|
0.74
|
%
|
|
0.78
|
%
|
|
0.72
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
Weighted-average common shares outstanding – Basic
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
Effect of dilutive shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted-average common shares outstanding - Diluted
(b)
|
78,544,380
|
|
|
80,389,996
|
|
|
71,462,264
|
|
|
80,389,131
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||
Adjusted net income allocation:
|
|
|
|
|
|
|
|
||||||||
Adjusted net income (loss)
|
$
|
(69,091
|
)
|
|
$
|
26,545
|
|
|
$
|
4,361
|
|
|
$
|
87,497
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(a)
|
—
|
|
|
(197
|
)
|
|
(34
|
)
|
|
(629
|
)
|
||||
Adjusted net income (loss) allocable to common shares – Basic and Diluted
|
$
|
(69,091
|
)
|
|
$
|
26,348
|
|
|
$
|
4,327
|
|
|
$
|
86,868
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income (loss) per common share – Basic and Diluted
|
$
|
(0.88
|
)
|
|
$
|
0.33
|
|
|
$
|
0.06
|
|
|
$
|
1.08
|
|
(a)
|
For the
three months ended
September 30, 2013
and
2014
, distributed and undistributed earnings to restricted shares is
0.85%
and
0.74%
of net income. For the
nine months ended
September 30, 2013
and
2014
, distributed and undistributed earnings to restricted shares is
0.78%
and
0.72%
of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
(b)
|
For the
three and nine months ended
September 30, 2013
and
2014
, 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;
|
•
|
loss on the extinguishment of debt related to our 9.75% Senior Notes due 2018;
|
•
|
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.
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(a)
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(a)
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
July
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
August
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September
|
58,169
|
|
(b)
|
0.01
|
|
|
—
|
|
|
—
|
|
||
Total
|
58,169
|
|
|
$
|
0.01
|
|
|
—
|
|
|
$
|
—
|
|
(a)
|
The remaining dollar value of common shares that may be purchased under the repurchase program approved by the Company’s Board of Directors on November 5, 2012 was
$30,000
. This authorization expired on July 28, 2014.
|
(b)
|
Reflects the repurchase of unvested common shares from a former officer of the Company.
|
Exhibit
No.
|
|
Description of Exhibit
|
|
3.1
|
|
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).
|
|
3.2
|
|
Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
4.1
|
|
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).
|
|
4.2
|
|
Indenture, dated as of July 30, 2010, by and among 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 August 4, 2010).
|
|
4.3
|
|
First Supplemental Indenture, dated as of December 9, 2011, by and among 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 December 12, 2011).
|
|
4.4
|
|
Indenture, dated as of April 4, 2012, by and among 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 April 4, 2012).
|
|
4.5
|
|
Indenture, dated as of November 30, 2012, by and among 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).
|
|
4.6
|
|
|
Shareholder Agreement dated as of June 6, 2013, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on June 6, 2013).
|
4.7
|
|
|
Second Supplemental Indenture, dated as of March 26, 2014 by and among 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 March 26, 2014.
|
10.1
|
|
Form of Restricted Share Agreement for Certain Executive Officers Under the Aircastle Limited 2014 Omnibus Incentive Plan. *
|
|
10.2
|
|
Form of Non-Officer Director Restricted Share Agreement Under the Aircastle Limited 2014 Omnibus Incentive Plan. *
|
|
10.3
|
|
Separation Agreement, dated September 5, 2014, among Aircastle Advisor LLC and David Walton. *
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
|
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. *
|
|
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. *
|
|
99.1
|
|
Owned Aircraft Portfolio at September 30, 2014. *
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and September 30, 2014, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2014, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2014, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2014, and (v) Notes to Unaudited Consolidated Financial Statements. *
|
|
AIRCASTLE LIMITED
|
|
|
(Registrant)
|
|
|
By:
|
/s/ Aaron Dahlke
|
|
|
Aaron Dahlke
|
|
|
Chief Accounting Officer and Authorized Officer
|
8.
|
Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Restricted Share Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
9.
|
Confidentiality
.
|
|
Aircastle Limited
|
|
|
|
||||||
|
Restricted Share Grant Summary
|
|
||||||||
|
Schedule 1
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||
|
|
|
Restricted
|
|
Vesting Shares
|
|||||
|
Name
|
|
Share Grant
|
|
1/1/2016
|
1/1/2017
|
1/1/2018
|
1.
|
The name address, taxpayer identification number and taxable year of the undersigned are as follows:
|
1.
|
The name address, taxpayer identification number and taxable year of the undersigned are as follows:
|
1.
|
Executive General Release of Claims
. Executive, on Executive’s own behalf and on behalf of Executive’s estate, heirs, family members, successors and assigns, hereby voluntarily, knowingly and willfully forever releases and discharges the Company and each of its affiliates, successors, assigns, employees, officers, directors, representatives, shareholders, agents and all persons acting by, through, under or in concert with the Company in both their official and personal capacities (the “
Releasees
”) from any and all claims, whether or not known, accrued, vested or ripe, that Executive has or may have against the Releasees arising (i) from the beginning of time through the date upon which Executive signs this Agreement, and (ii) from or in any way related to Executive’s employment with the Company or the termination of that employment relationship, including, but not limited to, any such claim for an alleged violation of the following statutes and court-made legal principles:
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Any claim arising under the provisions of the False Claims Act, 31 U.S.C.A. § 3730, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Executive Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Older Workers’ Benefit Protection Act of 1990, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Connecticut Fair Employment Practices Act;
|
•
|
Connecticut labor laws, as contained in Title 31 of the General Statutes of Connecticut;
|
•
|
any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
|
•
|
any claims arising out of or related to an express or implied employment contract (including, without limitation, the Employment Agreement, or a covenant of good faith and fair dealing;
|
•
|
any public policy, contract, tort, or common law; or
|
•
|
any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
2.
|
Company General Release of Claims
. The Company also agrees to waive all known or unknown claims against Executive, but such waiver shall exclude, whether known or unknown: (a) any claims arising out of alleged criminal or fraudulent conduct by Executive in connection with his activities as an employee of the Company and (b) a violation of any securities or other governmental laws, rules or regulations relating to Executive’s duties as an employee of the Company. Notwithstanding the foregoing, the Company does not release its right to have Executive perform his obligations under this Agreement (including, without limitation, his obligations under Section 5 hereof).
|
3.
|
Affirmations
. Executive affirms that he has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Company or the other Releasees in any forum or form. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases, and has been provided and has not been denied any leave requested under the Family and Medical Leave Act. Executive disclaims and waives any right of reinstatement with the Company.
|
4.
|
Benefits and COBRA
. Except as otherwise provided in this Section 4, effective as of his last day of employment with the Company, Executive will cease all health benefit coverage and other benefit coverage provided by the Company. Executive acknowledges that the Company has advised Executive of any rights that Executive or his eligible dependants may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).
|
5.
|
Restrictive Covenants
. Executive and the Company acknowledge and agree that each of the restrictive covenants to which Executive is subject as of the date hereof (including without limitation, the provisions set forth in Section
|
6.
|
Public Filings; Press Releases
. The Company will disclose the existence and terms of this Agreement, and will file this Agreement with the Securities and Exchange Commission in satisfaction of its reporting obligations under the Securities Exchange Act of 1934, as amended.
|
7.
|
Return of Personal Property
. Executive has returned to the Company all items of the Company’s property in Executive’s possession.
|
8.
|
Notices
. All notices, demands, consents or communications required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing (including facsimile or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the sender) and if either (a) actually delivered in fully legible form to such address or (b) in the case of a letter, five (5) days shall have elapsed after the same shall have been deposited in the United States mail, with first-class postage prepaid and registered or certified:
|
9.
|
Governing Law and Interpretation
. This Agreement shall be governed and controlled by and in accordance with the laws of the State of
Connecticut without regard to its conflict of laws provision. In the event Executive or the Company breaches any provision of this Agreement, Executive and the Company affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Venue for any action brought to enforce the terms of this Agreement or for breach thereof shall lie in any court of competent jurisdiction in Stamford, Connecticut. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. The Parties affirm that this Agreement is the product of negotiation and agree that it shall not be construed against either Party on the basis of sole authorship.
|
10.
|
No Admission of Wrongdoing
. The parties agree that neither this Agreement nor the furnishing of the consideration set forth in the Employment Agreement shall be deemed or construed at any time for any purpose as an admission by any party of any liability, wrongdoing or unlawful conduct of any kind.
|
11.
|
Amendment
. This Agreement may not be modified, altered or changed except upon express written consent of Executive and the Company.
|
12.
|
Entire Agreement
. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties, except with respect to certain provisions of other prior agreements specifically incorporated by reference herein. Each party acknowledges that such party has not relied on any representations, promises, or agreements of any kind made to such party in connection with the other party’s decision to enter into this Agreement, except for those set forth in this Agreement.
|
13.
|
Consultation with Attorney; Voluntary Agreement
. Executive acknowledge that (a) the Company has advised Executive of Executive’s right to consult with an attorney of Executive’s own choosing prior to executing this Agreement, (b) Executive has carefully read and fully understands all of the provisions of this Agreement, (c) Executive is entering into this Agreement, including the releases set forth in Section 1 hereof, knowingly, freely and voluntarily in exchange for good and valuable consideration and (d) Executive would not be entitled to the benefits described in the applicable sections of the Employment Agreement in the absence of this Agreement.
|
14.
|
Revocation
. Executive acknowledges that Executive has been given twenty-one (21) calendar days to consider the terms of this Agreement, although Executive may sign it sooner. Executive agrees that any modifications, material or otherwise, made to this agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period. Executive will have seven (7) calendar days from the date on which Executive sign this Agreement to revoke Executive’s consent to the terms of this Agreement. Such revocation must be in writing and sent via by hand delivery or facsimile to Aircastle Limited, c/o Aircastle Advisor LLC, 300 First Stamford Place, 5
th
Floor, Stamford, Connecticut 06902, Attention: Human Resources / Fax: 203-547-6338. Notice of such revocation must be received within the seven (7) calendar days referenced above. In the event of such revocation by Executive, this Agreement shall not become effective. Provided that Executive does not revoke this Agreement within such seven-day period, this Agreement shall become effective on the eighth calendar day after the date on which Executive signs this Agreement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aircastle Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ron Wainshal
|
Ron Wainshal
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aircastle Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael Inglese
|
Michael Inglese
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Ron Wainshal
|
|
Name:
|
Ron Wainshal
|
Title:
|
Chief Executive Officer
|
Date:
|
November 4, 2014
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael Inglese
|
|
Name:
|
Michael Inglese
|
Title:
|
Chief Financial Officer
|
Date:
|
November 4, 2014
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer
Serial Number
|
|
Date of
Manufacture
|
|
Financing
|
Narrowbody Aircraft
|
A319-100
|
|
V2524-A5
|
|
2666
|
|
Feb-06
|
|
Unencumbered
|
|
A319-100
|
|
V2527-A5
|
|
2780
|
|
May-06
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
739
|
|
Nov-97
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
743
|
|
Nov-97
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
967
|
|
Apr-99
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
990
|
|
May-99
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1009
|
|
Jun-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1041
|
|
Jul-99
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1047
|
|
Aug-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
1054
|
|
Aug-99
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1059
|
|
Aug-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1067
|
|
Sep-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/2P
|
|
1081
|
|
Oct-99
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1099
|
|
Oct-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1101
|
|
Nov-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1119
|
|
Dec-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1316
|
|
Oct-00
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1345
|
|
Nov-00
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/2P
|
|
1370
|
|
Jan-01
|
|
Securitization No. 2
|
|
A320-200
|
|
V2527-A5
|
|
2401
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
2524
|
|
Sep-05
|
|
Securitization No. 2
|
|
A320-200
|
|
V2527-A5
|
|
2564
|
|
Oct-05
|
|
Securitization No. 2
|
|
A320-200
|
|
CFM56-5B4/P
|
|
3093
|
|
Apr-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/P
|
|
3121
|
|
May-07
|
|
Bank Financing
|
|
A321-200
|
|
V2533-A5
|
|
983
|
|
Mar-99
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
1006
|
|
Apr-99
|
|
Securitization No. 2
|
|
A321-200
|
|
CFM56-5B3/2P
|
|
1012
|
|
Apr-99
|
|
Securitization No. 2
|
|
A321-200
|
|
V2533-A5
|
|
1015
|
|
May-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28008
|
|
Feb-99
|
|
Securitization No. 2
|
|
737-700
|
|
CFM56-7B22
|
|
28009
|
|
Mar-99
|
|
Securitization No. 2
|
|
737-700
|
|
CFM56-7B22
|
|
28010
|
|
Oct-99
|
|
Securitization No. 2
|
|
737-700
|
|
CFM56-7B22
|
|
28013
|
|
Oct-00
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28015
|
|
Feb-01
|
|
Securitization No. 2
|
|
737-800
|
|
CFM56-7B26
|
|
28056
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28213
|
|
Jun-98
|
|
Securitization No. 2
|
|
737-800
|
|
CFM56-7B27
|
|
28231
|
|
May-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28381
|
|
May-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28383
|
|
May-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28384
|
|
Nov-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28386
|
|
Nov-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28620
|
|
May-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28626
|
|
Jul-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29036
|
|
Dec-98
|
|
Securitization No. 2
|
|
737-800
|
|
CFM56-7B26
|
|
29037
|
|
Jan-99
|
|
Securitization No. 2
|
|
|
|
|
|
|
|
|
|
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrowbody Aircraft (Continued)
|
737-800
|
|
CFM56-7B26
|
|
29246
|
|
Apr-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29247
|
|
Apr-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29250
|
|
Mar-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
29345
|
|
May-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29916
|
|
Mar-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29917
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29918
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29919
|
|
Aug-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29920
|
|
Sep-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29927
|
|
Dec-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29930
|
|
Jan-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
30296
|
|
Feb-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
30824
|
|
Mar-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B27
|
|
30877
|
|
Mar-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
33453
|
|
Jul-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26
|
|
34000
|
|
Aug-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26
|
|
34801
|
|
Dec-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
34802
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
34803
|
|
Mar-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
34804
|
|
Jun-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26/3
|
|
35082
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26/3
|
|
35083
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
35103
|
|
Nov-06
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B24
|
|
38686
|
|
Jan-13
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26
|
|
38683
|
|
Nov-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
449
|
|
Oct -11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
458
|
|
Oct-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
484
|
|
Dec-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E7
|
|
575
|
|
Oct-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
585
|
|
Nov-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10E7
|
|
588
|
|
Dec-12
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Classic Narrowbody Aircraft
|
737-400
|
|
CFM56-3C1
|
|
27003
|
|
Jul-92
|
|
Unencumbered
|
|
737-400
|
|
CFM56-3C1
|
|
27094
|
|
Feb-93
|
|
Unencumbered
|
|
737-400
|
|
CFM56-3C1
|
|
28038
|
|
May-96
|
|
Securitization No. 2
|
|
737-400
|
|
CFM56-3C1
|
|
28867
|
|
Apr-97
|
|
Securitization No. 2
|
|
757-200
|
|
RB211-535E4
|
|
27201
|
|
Mar-94
|
|
Securitization No. 2
|
|
757-200
|
|
PW2037
|
|
27203
|
|
Nov-94
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27244
|
|
Mar-94
|
|
Securitization No. 2
|
|
757-200
|
|
RB211-535E4
|
|
27245
|
|
Jul-94
|
|
Securitization No. 2
|
|
757-200
|
|
RB211-535E4
|
|
27805
|
|
Jan-95
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27806
|
|
Jan-95
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27807
|
|
Feb-95
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Midbody Aircraft
|
A330-200
|
|
Trent 772B-60
|
|
311
|
|
Dec-99
|
|
Unencumbered
|
|
A330-200
|
|
Trent 772B-60
|
|
313
|
|
Jan-00
|
|
Securitization No. 2
|
|
A330-200
|
|
PW4168A
|
|
324
|
|
May-00
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Midbody Aircraft (Continued)
|
A330-200
|
|
PW4168A
|
|
343
|
|
Jun-00
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1A3
|
|
587
|
|
Apr-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1A3
|
|
634
|
|
Nov-04
|
|
Unencumbered
|
|
A330-200
|
|
Trent 772B-60
|
|
1073
|
|
Dec-09
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1191
|
|
Feb-11
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1210
|
|
Mar-11
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1223
|
|
May-11
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1236
|
|
Jul-11
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1293
|
|
Apr-12
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1364
|
|
Nov-12
|
|
ECA Term Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1407
|
|
Apr-13
|
|
Bank Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1474
|
|
Dec-13
|
|
ECA Term Financing
|
|
A330-300
|
|
CF6-80E1
|
|
86
|
|
Jul-95
|
|
Unencumbered
|
|
A330-300
|
|
PW4168A
|
|
171
|
|
Apr-97
|
|
Securitization No. 2
|
|
A330-300
|
|
PW4168A
|
|
337
|
|
May-00
|
|
Securitization No. 2
|
|
A330-300
|
|
PW4168A
|
|
342
|
|
Jun-00
|
|
Securitization No. 2
|
|
A330-300
|
|
PW4168A
|
|
368
|
|
Nov-00
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
997
|
|
Mar-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1006
|
|
Apr-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1012
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1015
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
PW4168A
|
|
1055
|
|
Oct-09
|
|
Unencumbered
|
|
767-200ER
|
|
CF6-80C2B2
|
|
24894
|
|
Nov-90
|
|
Unencumbered
|
|
767-300ER
|
|
PW4060-3
|
|
25365
|
|
Oct-91
|
|
Unencumbered
|
|
767-300ER
|
|
PW4060-3
|
|
25587
|
|
Feb-96
|
|
Securitization No. 2
|
|
767-300ER
|
|
PW4060-3
|
|
25985
|
|
Apr-92
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Widebody Aircraft
|
777-200ER
|
|
Trent 892B-17
|
|
28414
|
|
May-98
|
|
Securitization No. 2
|
|
777-300ER
|
|
GE90-115B
|
|
35256
|
|
Mar-07
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
35299
|
|
Oct-07
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
38886
|
|
Aug-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90-115B
|
|
38888
|
|
Oct-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90-115B
|
|
38889
|
|
Nov-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90-115B
|
|
41521
|
|
Oct-12
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
41522
|
|
Mar-13
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
41523
|
|
Apr-13
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Freighter Aircraft
|
747-400BCF
|
|
PW4056-3
|
|
24061
|
|
Mar-89
|
|
Securitization No. 2
|
|
747-400BCF
|
|
PW4056-3
|
|
24066
|
|
Jun-90
|
|
Unencumbered
|
|
747-400BCF
|
|
PW4056-3
|
|
24226
|
|
Sep-90
|
|
Unencumbered
|
|
747-400BCF
|
|
PW4056-3
|
|
24975
|
|
Feb-91
|
|
Securitization No. 2
|
|
747-400BDSF
|
|
PW4056-1C
|
|
25700
|
|
May-93
|
|
Unencumbered
|
|
747-400BDSF
|
|
PW4056-3
|
|
27044
|
|
Sep-94
|
|
Unencumbered
|
|
747-400BDSF
|
|
PW4056-3
|
|
27068
|
|
Oct-93
|
|
Unencumbered
|
|
747-400BDSF
|
|
CF6-80C2B1F
|
|
29375
|
|
Sep-99
|
|
Unencumbered
|
|
747-400F
|
|
CF6-80C2B1F
|
|
33749
|
|
Oct-04
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Freighter Aircraft (Continued)
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35233
|
|
Jan-07
|
|
Securitization No. 2
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35235
|
|
Jul-07
|
|
Securitization No. 2
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35236
|
|
Feb-08
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35237
|
|
Apr-08
|
|
Unencumbered
|
|
MD-11SF
|
|
PW4462-3
|
|
48445
|
|
Apr-91
|
|
Securitization No. 2
|
|
MD-11F
|
|
CF6-80C2D1F
|
|
48778
|
|
Nov-97
|
|
Bank Financing
|
|
MD-11F
|
|
CF6-80C2D1F
|
|
48779
|
|
Dec-97
|
|
Bank Financing
|