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
201 Tresser Boulevard, Suite 400, Stamford, CT 06901
|
|
(Address of Principal Executive Offices)
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Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
Common Shares, par value $0.01 per share
|
|
AYR
|
|
New York Stock Exchange
|
|
|
Page
No.
|
|
|
|
Item 1.
|
|
|
|
Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
|
|
|
Consolidated Statements of Income for the three months ended March 31, 2019 and 2018
|
|
|
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018
|
|
|
Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018
|
|
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
181,234
|
|
|
$
|
177,483
|
|
Direct financing and sales-type lease revenue
|
8,443
|
|
|
9,442
|
|
||
Amortization of lease premiums, discounts and incentives
|
(5,711
|
)
|
|
(3,128
|
)
|
||
Maintenance revenue
|
16,401
|
|
|
11,991
|
|
||
Total lease revenue
|
200,367
|
|
|
195,788
|
|
||
Gain on sale of flight equipment
|
12,002
|
|
|
5,768
|
|
||
Other revenue
|
1,558
|
|
|
1,124
|
|
||
Total revenues
|
213,927
|
|
|
202,680
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Depreciation
|
84,735
|
|
|
75,002
|
|
||
Interest, net
|
63,463
|
|
|
57,108
|
|
||
Selling, general and administrative (including non-cash share-based payment expense of $2,726 and $2,378 for the three months ended March 31, 2019 and 2018, respectively)
|
18,000
|
|
|
17,835
|
|
||
Maintenance and other costs
|
7,404
|
|
|
988
|
|
||
Total operating expenses
|
173,602
|
|
|
150,933
|
|
||
|
|
|
|
||||
Total other income (expense)
|
(2,061
|
)
|
|
3,174
|
|
||
|
|
|
|
||||
Income from continuing operations before income taxes and earnings (loss) of unconsolidated equity method investments
|
38,264
|
|
|
54,921
|
|
||
Income tax provision (benefit)
|
3,098
|
|
|
(844
|
)
|
||
Earnings (loss) of unconsolidated equity method investments, net of tax
|
(356
|
)
|
|
1,782
|
|
||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
|
|
|
|
||||
Earnings per common share — Basic:
|
|
|
|
||||
Net income per share
|
$
|
0.46
|
|
|
$
|
0.73
|
|
|
|
|
|
||||
Earnings per common share — Diluted:
|
|
|
|
||||
Net income per share
|
$
|
0.46
|
|
|
$
|
0.73
|
|
|
|
|
|
||||
Dividends declared per share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Net derivative loss reclassified into earnings
|
184
|
|
|
301
|
|
||
Other comprehensive income
|
184
|
|
|
301
|
|
||
Total comprehensive income
|
$
|
34,994
|
|
|
$
|
57,848
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
Adjustments to reconcile net income to net cash and restricted cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
84,735
|
|
|
75,002
|
|
||
Amortization of deferred financing costs
|
3,364
|
|
|
3,533
|
|
||
Amortization of lease premiums, discounts and incentives
|
5,711
|
|
|
3,128
|
|
||
Deferred income taxes
|
3,164
|
|
|
1,306
|
|
||
Non-cash share-based payment expense
|
2,726
|
|
|
2,378
|
|
||
Cash flow hedges reclassified into earnings
|
184
|
|
|
301
|
|
||
Collections on direct financing and sales-type leases
|
5,925
|
|
|
6,493
|
|
||
Security deposits and maintenance payments included in earnings
|
(14,975
|
)
|
|
(665
|
)
|
||
Gain on sale of flight equipment
|
(12,002
|
)
|
|
(5,768
|
)
|
||
Other
|
1,613
|
|
|
(4,501
|
)
|
||
Changes in certain assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(3,662
|
)
|
|
4,320
|
|
||
Other assets
|
(1,030
|
)
|
|
(2,666
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(7,337
|
)
|
|
(57
|
)
|
||
Lease rentals received in advance
|
3,134
|
|
|
8,554
|
|
||
Net cash and restricted cash provided by operating activities
|
106,360
|
|
|
148,905
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition and improvement of flight equipment
|
(355,817
|
)
|
|
(82,493
|
)
|
||
Proceeds from sale of flight equipment
|
56,307
|
|
|
43,917
|
|
||
Net investment in direct financing and sales-type leases
|
—
|
|
|
(16,256
|
)
|
||
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits
|
19,697
|
|
|
2,900
|
|
||
Unconsolidated equity method investments and associated costs
|
(7,551
|
)
|
|
—
|
|
||
Other
|
1,118
|
|
|
1,320
|
|
||
Net cash and restricted cash used in investing activities
|
(286,246
|
)
|
|
(50,612
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchase of shares
|
(11,424
|
)
|
|
(9,413
|
)
|
||
Proceeds from secured and unsecured debt financings
|
215,000
|
|
|
—
|
|
||
Repayments of secured and unsecured debt financings
|
(76,131
|
)
|
|
(101,725
|
)
|
||
Deferred financing costs
|
(1,921
|
)
|
|
—
|
|
||
Security deposits and maintenance payments received
|
45,149
|
|
|
53,674
|
|
||
Security deposits and maintenance payments returned
|
(27,914
|
)
|
|
(20,262
|
)
|
||
Dividends paid
|
(22,518
|
)
|
|
(22,085
|
)
|
||
Net cash and restricted cash provided by (used in) financing activities
|
120,241
|
|
|
(99,811
|
)
|
||
Net decrease in cash and restricted cash:
|
(59,645
|
)
|
|
(1,518
|
)
|
||
Cash and restricted cash at beginning of period
|
167,853
|
|
|
233,857
|
|
||
Cash and restricted cash at end of period
|
$
|
108,208
|
|
|
$
|
232,339
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Reconciliation to Consolidated Balance Sheets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,629
|
|
|
$
|
210,815
|
|
Restricted cash and cash equivalents
|
15,579
|
|
|
21,524
|
|
||
|
|
|
|
||||
Unrestricted and restricted cash and cash equivalents
|
$
|
108,208
|
|
|
$
|
232,339
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
54,673
|
|
|
$
|
36,949
|
|
Cash (received) paid for income taxes
|
$
|
(858
|
)
|
|
$
|
3,884
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets assumed in asset acquisitions
|
$
|
22,355
|
|
|
$
|
7,751
|
|
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets settled in sale of flight equipment
|
$
|
10,877
|
|
|
$
|
17,951
|
|
Transfers from flight equipment held for lease to Net investment in direct financing and sales-type leases and Other assets
|
$
|
42,709
|
|
|
$
|
31,430
|
|
|
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
|
Common Shares
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2018
|
75,454,511
|
|
|
$
|
754
|
|
|
$
|
1,468,779
|
|
|
$
|
539,332
|
|
|
$
|
(184
|
)
|
|
$
|
2,008,681
|
|
Issuance of common shares to directors and employees
|
276,923
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(653,796
|
)
|
|
(6
|
)
|
|
(11,418
|
)
|
|
—
|
|
|
—
|
|
|
(11,424
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
2,410
|
|
|
—
|
|
|
—
|
|
|
2,410
|
|
|||||
Reclassification of prior year director stock award liability
|
—
|
|
|
—
|
|
|
796
|
|
|
—
|
|
|
—
|
|
|
796
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,518
|
)
|
|
—
|
|
|
(22,518
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
34,810
|
|
|
—
|
|
|
34,810
|
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
184
|
|
|||||
Balance, March 31, 2019
|
75,077,638
|
|
|
$
|
751
|
|
|
$
|
1,460,564
|
|
|
$
|
551,624
|
|
|
$
|
—
|
|
|
$
|
2,012,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’ Equity |
|||||||||||||
|
Common Shares
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2017
|
78,707,963
|
|
|
$
|
787
|
|
|
$
|
1,527,796
|
|
|
$
|
380,331
|
|
|
$
|
(1,350
|
)
|
|
$
|
1,907,564
|
|
Issuance of common shares to stockholders, directors and employees
|
293,680
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(462,452
|
)
|
|
(5
|
)
|
|
(9,408
|
)
|
|
—
|
|
|
—
|
|
|
(9,413
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
2,048
|
|
|
—
|
|
|
—
|
|
|
2,048
|
|
|||||
Reclassification of prior year director stock award liability
|
—
|
|
|
—
|
|
|
1,680
|
|
|
—
|
|
|
—
|
|
|
1,680
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,085
|
)
|
|
—
|
|
|
(22,085
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
57,547
|
|
|
—
|
|
|
57,547
|
|
|||||
Adoption of accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
(188
|
)
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
301
|
|
|||||
Balance, March 31, 2018
|
78,539,191
|
|
|
$
|
785
|
|
|
$
|
1,522,113
|
|
|
$
|
415,605
|
|
|
$
|
(1,049
|
)
|
|
$
|
1,937,454
|
|
•
|
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 March 31, 2019
Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of March 31, 2019
|
|
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
|
$
|
92,629
|
|
|
$
|
92,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
15,579
|
|
|
15,579
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
2,806
|
|
|
—
|
|
|
2,806
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
111,014
|
|
|
$
|
108,208
|
|
|
$
|
2,806
|
|
|
$
|
—
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2018
Using Fair Value Hierarchy
|
||||||||||||||
|
Fair Value as of December 31, 2018
|
|
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
|
$
|
152,719
|
|
|
$
|
152,719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
15,134
|
|
|
15,134
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
4,886
|
|
|
—
|
|
|
4,886
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
172,739
|
|
|
$
|
167,853
|
|
|
$
|
4,886
|
|
|
$
|
—
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
|
Carrying
Amount
of Liability
|
|
Fair Value
of Liability
|
||||||||
Credit Facilities
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
425,000
|
|
|
$
|
425,000
|
|
Unsecured Term Loan
|
335,000
|
|
|
335,000
|
|
|
120,000
|
|
|
120,000
|
|
||||
ECA Financings
|
179,254
|
|
|
181,267
|
|
|
189,080
|
|
|
190,216
|
|
||||
Bank Financings
|
603,409
|
|
|
608,259
|
|
|
619,715
|
|
|
623,604
|
|
||||
Senior Notes
|
3,450,000
|
|
|
3,546,930
|
|
|
3,450,000
|
|
|
3,446,826
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
557,469
|
|
2020
|
|
654,781
|
|
|
2021
|
|
541,707
|
|
|
2022
|
|
450,275
|
|
|
2023
|
|
378,534
|
|
|
Thereafter
|
|
592,311
|
|
|
Total
|
|
$
|
3,175,077
|
|
|
Three Months Ended March 31,
|
||||
Region
|
2019
|
|
2018
|
||
Asia and Pacific
|
42
|
%
|
|
35
|
%
|
Europe
|
28
|
%
|
|
29
|
%
|
Middle East and Africa
|
11
|
%
|
|
11
|
%
|
North America
|
8
|
%
|
|
8
|
%
|
South America
|
11
|
%
|
|
17
|
%
|
|
|
|
|
||
Total
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue
|
|
Number of Lessees
|
|
Combined % of Lease
Rental Revenue |
Largest lessees by lease rental revenue
|
4
|
|
27%
|
|
3
|
|
19%
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Region
|
Number
of
Aircraft
|
|
Net Book
Value %
|
|
Number
of
Aircraft
|
|
Net Book
Value %
|
||||
Asia and Pacific
|
85
|
|
|
37
|
%
|
|
78
|
|
|
36
|
%
|
Europe
|
94
|
|
|
29
|
%
|
|
87
|
|
|
27
|
%
|
Middle East and Africa
|
17
|
|
|
8
|
%
|
|
17
|
|
|
8
|
%
|
North America
|
35
|
|
|
9
|
%
|
|
35
|
|
|
10
|
%
|
South America
|
16
|
|
|
10
|
%
|
|
16
|
|
|
10
|
%
|
Off-lease
|
12
|
|
(1)
|
7
|
%
|
|
15
|
|
(2)
|
9
|
%
|
Total
|
259
|
|
|
100
|
%
|
|
248
|
|
|
100
|
%
|
(1)
|
Consisted of
ten
Airbus A320-200 aircraft, which are subject to lease commitments, and
two
Airbus A330-200 aircraft, which we are marketing for lease or sale.
|
(2)
|
Consisted of
eleven
Airbus A320-200 aircraft and
two
Airbus A330-200 aircraft, which we are marketing for lease or sale, and
one
Boeing B737-800 along with
one
Boeing B777-300ER aircraft, which were delivered on lease to customers during the first quarter of 2019.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Region
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
||||
India
|
$
|
928,334
|
|
12%
|
5
|
|
$
|
865,046
|
|
12%
|
4
|
|
|
Amount
|
||
Total lease payments to be received
|
|
$
|
267,426
|
|
Less: Unearned income
|
|
(129,585
|
)
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
|
368,123
|
|
|
|
|
|
||
Net investment in direct financing and sales-type leases
|
|
$
|
505,964
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
48,228
|
|
2020
|
|
67,035
|
|
|
2021
|
|
52,597
|
|
|
2022
|
|
42,100
|
|
|
2023
|
|
33,093
|
|
|
Thereafter
|
|
24,373
|
|
|
Total lease payments to be received
|
|
$
|
267,426
|
|
|
|
Amount
|
||
Investment in joint ventures at December 31, 2018
|
|
$
|
69,111
|
|
Investment in joint ventures
|
|
7,551
|
|
|
Loss from joint ventures, net of tax
|
|
(356
|
)
|
|
|
|
|
||
Investment in joint ventures at March 31, 2019
|
|
$
|
76,306
|
|
|
At March 31, 2019
|
|
At
December 31, 2018
|
|||||||||||
Debt Obligation
|
Outstanding
Borrowings
|
|
Number of Aircraft
|
|
Interest Rate
|
|
Final Stated
Maturity
|
|
Outstanding
Borrowings |
|||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
ECA Financings
(1)
|
$
|
179,254
|
|
|
6
|
|
|
3.02% to 3.96%
|
|
12/03/21 to 11/30/24
|
|
$
|
189,080
|
|
Bank Financings
(2)
|
603,409
|
|
|
25
|
|
|
2.27% to 5.30%
|
|
06/12/19 to 01/19/26
|
|
619,715
|
|
||
Less: Debt issuance costs and discounts
|
(9,510
|
)
|
|
—
|
|
|
|
|
|
|
(10,338
|
)
|
||
Total secured debt financings, net of debt issuance costs and discounts
|
773,153
|
|
|
31
|
|
|
|
|
|
|
798,457
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes due 2019
|
500,000
|
|
|
|
|
6.25%
|
|
12/01/19
|
|
500,000
|
|
|||
Senior Notes due 2020
|
300,000
|
|
|
|
|
7.625%
|
|
04/15/20
|
|
300,000
|
|
|||
Senior Notes due 2021
|
500,000
|
|
|
|
|
5.125%
|
|
03/15/21
|
|
500,000
|
|
|||
Senior Notes due 2022
|
500,000
|
|
|
|
|
5.50%
|
|
02/15/22
|
|
500,000
|
|
|||
Senior 5.00% Notes due 2023
|
500,000
|
|
|
|
|
5.00%
|
|
04/01/23
|
|
500,000
|
|
|||
Senior 4.40% Notes due 2023
|
650,000
|
|
|
|
|
4.40%
|
|
09/25/23
|
|
650,000
|
|
|||
Senior Notes due 2024
|
500,000
|
|
|
|
|
4.125%
|
|
05/01/24
|
|
500,000
|
|
|||
Unsecured Term Loans
|
335,000
|
|
|
|
|
4.08% to 4.51%
|
|
04/28/19 to 03/07/24
|
|
120,000
|
|
|||
Revolving Credit Facilities
|
375,000
|
|
|
|
|
3.99%
|
|
12/27/21 to 06/27/22
|
|
425,000
|
|
|||
Less: Debt issuance costs and discounts
|
(31,509
|
)
|
|
|
|
|
|
|
|
(32,104
|
)
|
|||
Total unsecured debt financings, net of debt issuance costs and discounts
|
4,128,491
|
|
|
|
|
|
|
|
|
3,962,896
|
|
|||
Total secured and unsecured debt financings, net of debt issuance costs and discounts
|
$
|
4,901,644
|
|
|
|
|
|
|
|
|
$
|
4,761,353
|
|
(1)
|
The borrowings under these financings at
March 31, 2019
have a weighted-average rate of interest of
3.58%
.
|
(2)
|
The borrowings under these financings at
March 31, 2019
have a weighted-average fixed rate of interest of
4.64%
.
|
Declaration Date
|
Dividend per
Common Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
February 8, 2019
|
$
|
0.30
|
|
|
$
|
22,518
|
|
|
February 28, 2019
|
|
March 15, 2019
|
October 30, 2018
|
$
|
0.30
|
|
|
$
|
22,867
|
|
|
November 30, 2018
|
|
December 14, 2018
|
August 3, 2018
|
$
|
0.28
|
|
|
$
|
21,870
|
|
|
August 31, 2018
|
|
September 14, 2018
|
May 1, 2018
|
$
|
0.28
|
|
|
$
|
21,908
|
|
|
May 31, 2018
|
|
June 15, 2018
|
February 9, 2018
|
$
|
0.28
|
|
|
$
|
22,085
|
|
|
February 28, 2018
|
|
March 15, 2018
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Weighted-average shares:
|
|
|
|
||
Common shares outstanding
|
74,703,791
|
|
|
78,366,588
|
|
Restricted common shares
|
434,531
|
|
|
431,161
|
|
Total weighted-average shares
|
75,138,322
|
|
|
78,797,749
|
|
|
|
|
|
||
Percentage of weighted-average shares:
|
|
|
|
||
Common shares outstanding
|
99.42
|
%
|
|
99.45
|
%
|
Restricted common shares
|
0.58
|
%
|
|
0.55
|
%
|
Total percentage of weighted-average shares
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Earnings per share – Basic:
|
|
|
|
||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(201
|
)
|
|
(315
|
)
|
||
Earnings available to common shareholders – Basic
|
$
|
34,609
|
|
|
$
|
57,232
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – Basic
|
74,703,791
|
|
|
78,366,588
|
|
||
|
|
|
|
||||
Earnings per common share – Basic
|
$
|
0.46
|
|
|
$
|
0.73
|
|
|
|
|
|
||||
Earnings per share – Diluted:
|
|
|
|
||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(201
|
)
|
|
(315
|
)
|
||
Earnings available to common shareholders – Diluted
|
$
|
34,609
|
|
|
$
|
57,232
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – Basic
|
74,703,791
|
|
|
78,366,588
|
|
||
Effect of dilutive shares
(2)
|
569,822
|
|
|
228,019
|
|
||
Weighted-average common shares outstanding – Diluted
|
75,273,613
|
|
|
78,594,607
|
|
||
|
|
|
|
||||
Earnings per common share – Diluted
|
$
|
0.46
|
|
|
$
|
0.73
|
|
(1)
|
For the
three months ended
March 31, 2019
and
2018
, distributed and undistributed earnings to restricted shares were
0.58%
and
0.55%
, respectively, of net income. The amount of restricted share forfeitures for all periods presented are immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For all periods presented, dilutive shares represented contingently issuable shares.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
U.S. operations
|
$
|
1,916
|
|
|
$
|
683
|
|
Non-U.S. operations
|
36,348
|
|
|
54,238
|
|
||
Income from continuing operations before income taxes and earnings of unconsolidated equity
method investments
|
$
|
38,264
|
|
|
$
|
54,921
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Notional U.S. federal income tax expense at the statutory rate
|
$
|
8,035
|
|
|
$
|
11,533
|
|
U.S. state and local income tax, net
|
209
|
|
|
48
|
|
||
Non-U.S. operations:
|
|
|
|
||||
Bermuda
|
(5,138
|
)
|
|
(8,283
|
)
|
||
Ireland
|
509
|
|
|
(317
|
)
|
||
Singapore
|
(2
|
)
|
|
(2,824
|
)
|
||
Other low tax jurisdictions
|
(852
|
)
|
|
(808
|
)
|
||
Non-deductible expenses in the U.S.
|
337
|
|
|
(193
|
)
|
||
Income tax provision (benefit)
|
$
|
3,098
|
|
|
$
|
(844
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Interest on borrowings and other liabilities
|
$
|
60,279
|
|
|
$
|
53,978
|
|
Amortization of deferred losses related to interest rate derivatives
|
184
|
|
|
301
|
|
||
Amortization of deferred financing fees and debt discount
|
3,364
|
|
|
3,532
|
|
||
Interest expense
|
63,827
|
|
|
57,811
|
|
||
Less: Interest income
|
(364
|
)
|
|
(703
|
)
|
||
|
|
|
|
||||
Interest, net
|
$
|
63,463
|
|
|
$
|
57,108
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
1,977
|
|
2020
|
|
1,868
|
|
|
2021
|
|
1,899
|
|
|
2022
|
|
1,810
|
|
|
2023
|
|
1,696
|
|
|
Thereafter
|
|
7,839
|
|
|
Total
|
|
$
|
17,089
|
|
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
426,924
|
|
2020
|
|
209,091
|
|
|
2021
|
|
722,196
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,358,211
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Deferred income tax asset
|
$
|
399
|
|
|
$
|
912
|
|
Lease incentives and lease premiums, net of amortization of $55,712 and $47,304, respectively
|
99,175
|
|
|
99,079
|
|
||
Flight equipment held for sale
|
343
|
|
|
11,707
|
|
||
Aircraft purchase deposits and progress payments
(1)
|
20,844
|
|
|
39,948
|
|
||
Fair value of interest rate cap
|
2,806
|
|
|
4,886
|
|
||
Note receivable
(2)
|
3,099
|
|
|
4,292
|
|
||
Right-of-use asset
(3)
|
9,346
|
|
|
—
|
|
||
Other assets
|
41,386
|
|
|
53,537
|
|
||
Total other assets
|
$
|
177,398
|
|
|
$
|
214,361
|
|
(1)
|
Includes progress payments for Embraer E2 aircraft order.
|
(2)
|
Related to the sale of aircraft during the year ended December 31, 2017.
|
(3)
|
Net of lease incentives and tenant allowances.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
41,215
|
|
|
$
|
57,220
|
|
Deferred income tax liability
|
46,457
|
|
|
43,720
|
|
||
Accrued interest payable
|
50,581
|
|
|
45,277
|
|
||
Lease liability
|
12,936
|
|
|
—
|
|
||
Lease discounts, net of amortization of $45,361 and $43,935, respectively
|
5,698
|
|
|
7,124
|
|
||
|
|
|
|
||||
Total accounts payable, accrued expenses and other liabilities
|
$
|
156,887
|
|
|
$
|
153,341
|
|
•
|
Pursuing a disciplined and differentiated investment strategy.
In our view, the relative values of different aircraft change over time. We continually evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices as market conditions and relative investment values change. We believe our team’s experience with a wide range of asset types and the financing flexibility offered through unsecured debt provides us with a competitive advantage. We view orders from equipment manufacturers to be part of our investment opportunity set, but choose to keep our long term capital commitments limited.
|
•
|
Originating investments from many different sources across the globe.
Our strategy is to seek out worthwhile investments by leveraging our team’s wide range of contacts. We utilize a multi-channel approach to sourcing acquisitions and have purchased aircraft from a large number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners. Since our formation in 2004, we have acquired aircraft from 94 different sellers.
|
•
|
Selling assets when attractive opportunities arise.
We sell assets with the aim of realizing profits and reinvesting proceeds. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types. Since our formation, we have sold aircraft to 67 buyers.
|
•
|
Maintaining efficient access to capital from a wide set of sources and leveraging our recent investment grade credit rating.
We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when prices are high. To implement this approach, we believe it is important to maintain access to a wide variety of financing sources. During 2018, we achieved our objective of improving our corporate credit ratings to an investment grade level by maintaining strong portfolio and capital structure metrics while achieving a critical size through accretive growth. We believe our improved credit rating will not only reduce our borrowing costs, but also facilitate more reliable access to both unsecured and secured debt capital throughout the business cycle.
|
•
|
Leveraging our strategic relationships.
We intend to capture the benefits provided through the extensive global contacts and relationships maintained by Marubeni, which is our biggest shareholder and is one of the largest Japanese trading companies. Marubeni has enabled greater access to Japanese-based financing and helped source and develop our joint venture with the leasing arm of the Industrial Bank of Japan, Limited.
|
•
|
Capturing the value of our efficient operating platform and strong operating track record.
We believe our team’s capabilities in the global aircraft leasing market places us in a favorable position to source and manage new income-generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as ventures with strategic business partners.
|
•
|
Intending to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels.
Aircastle has paid dividends each quarter since our initial public offering in 2006. On
February 8, 2019
, our Board of Directors declared a regular quarterly dividend of
$0.30
per common share, or an aggregate of
$22.5 million
for the three months ended
March 31, 2019
, which was paid on
March 15, 2019
to holders of record on
February 28, 2019
. These dividends may not be indicative of the amount of any future dividends. Our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors” and elsewhere in our
2018
Annual Report on Form 10-K.
|
•
|
2020: 22 aircraft, representing 6%;
|
•
|
2021: 27 aircraft, representing 8%;
|
•
|
2022: 30 aircraft, representing 9%; and
|
•
|
2023: 32 aircraft, representing 10%.
|
Owned Aircraft
|
As of
March 31,
2019
(1)
|
|
As of
March 31,
2018
(1)
|
||||
Net Book Value of Flight Equipment
|
$
|
7,645
|
|
|
$
|
6,677
|
|
Net Book Value of Unencumbered Flight Equipment
|
$
|
6,298
|
|
|
$
|
5,304
|
|
Number of Aircraft
|
259
|
|
|
222
|
|
||
Number of Unencumbered Aircraft
|
228
|
|
|
193
|
|
||
Number of Lessees
|
86
|
|
|
81
|
|
||
Number of Countries
|
47
|
|
|
44
|
|
||
Weighted Average Age (years)
(2)
|
9.4
|
|
|
9.3
|
|
||
Weighted Average Remaining Lease Term (years)
(2)
|
4.5
|
|
|
4.8
|
|
||
Weighted Average Fleet Utilization during the three months ended March 31, 2019 and 2018
(3)
|
93.7
|
%
|
|
99.4
|
%
|
||
Portfolio Yield for the three months ended March 31, 2019 and 2018
(4)
|
10.5
|
%
|
|
11.5
|
%
|
||
|
|
|
|
||||
Managed Aircraft on behalf of Joint Ventures
|
|
|
|
||||
Net Book Value of Flight Equipment
|
$
|
686
|
|
|
$
|
634
|
|
Number of Aircraft
|
15
|
|
|
12
|
|
(1)
|
Calculated using net book value at period end.
|
(2)
|
Weighted by net book value.
|
(3)
|
Aircraft on-lease days as a percent of total days in period weighted by net book value. The decrease from our historical utilization rate was due to discontinued revenue recognition from eleven aircraft from Avianca Brazil and seven aircraft from Jet Airways during the three months ended March 31, 2019.
|
(4)
|
Lease rental revenue, interest income and cash collections on our net investment in direct financing and sales-type leases for the period as a percent of the average net book value for the period; quarterly information is annualized. The decrease from our historical utilization rate was due to discontinued revenue recognition from eleven aircraft from Avianca Brazil and seven aircraft from Jet Airways during the three months ended March 31, 2019.
|
|
Owned Aircraft as of
March 31, 2019
|
|
Owned Aircraft as of
March 31, 2018 |
||||||||
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
|
Number of
Aircraft |
|
% of Net
Book Value (1) |
||||
Aircraft Type
|
|
|
|
|
|
|
|
||||
Passenger:
|
|
|
|
|
|
|
|
||||
Narrow-body
|
229
|
|
|
73
|
%
|
|
190
|
|
|
66
|
%
|
Wide-body
|
26
|
|
|
23
|
%
|
|
28
|
|
|
29
|
%
|
Total Passenger
|
255
|
|
|
96
|
%
|
|
218
|
|
|
95
|
%
|
Freighter
|
4
|
|
|
4
|
%
|
|
4
|
|
|
5
|
%
|
Total
|
259
|
|
|
100
|
%
|
|
222
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Manufacturer
|
|
|
|
|
|
|
|
||||
Airbus
|
159
|
|
|
59
|
%
|
|
135
|
|
|
56
|
%
|
Boeing
|
95
|
|
|
40
|
%
|
|
82
|
|
|
42
|
%
|
Embraer
|
5
|
|
|
1
|
%
|
|
5
|
|
|
2
|
%
|
Total
|
259
|
|
|
100
|
%
|
|
222
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Regional Diversification
|
|
|
|
|
|
|
|
||||
Asia and Pacific
|
85
|
|
|
37
|
%
|
|
62
|
|
|
31
|
%
|
Europe
|
94
|
|
|
29
|
%
|
|
88
|
|
|
31
|
%
|
Middle East and Africa
|
17
|
|
|
8
|
%
|
|
14
|
|
|
8
|
%
|
North America
|
35
|
|
|
9
|
%
|
|
30
|
|
|
10
|
%
|
South America
|
16
|
|
|
10
|
%
|
|
26
|
|
|
19
|
%
|
Off-lease
|
12
|
|
(2)
|
7
|
%
|
|
2
|
|
(3)
|
1
|
%
|
|
|
|
|
|
|
|
|
||||
Total
|
259
|
|
|
100
|
%
|
|
222
|
|
|
100
|
%
|
(1)
|
Calculated using net book value at period end.
|
(2)
|
Consisted of ten Airbus A320-200 aircraft, which are subject to lease commitments, and two Airbus A330-200 aircraft, which we are marketing for lease or sale.
|
(3)
|
Consisted of one Airbus A321-200 aircraft and one Boeing B747-400ERF aircraft, both of which were delivered on lease to customers in the second quarter of 2018.
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
|
Greater than 6% per customer
|
|
IndiGo
|
|
India
|
|
17
|
|
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
Lion Air
|
|
Indonesia
|
|
11
|
|
|
|
LATAM
|
|
Chile
|
|
3
|
|
|
|
TAP Portugal
(1)
|
|
Portugal
|
|
8
|
|
|
|
Iberia
|
|
Spain
|
|
15
|
|
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
|
easyJet
|
|
United Kingdom
|
|
20
|
|
|
|
Jeju Air
|
|
South Korea
|
|
9
|
|
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
Aerolineas Argentinas
|
|
Argentina
|
|
5
|
|
|
|
Interjet
|
|
Mexico
|
|
11
|
|
|
|
AirBridgeCargo
(2)
|
|
Russia
|
|
2
|
|
|
|
AirAsia X
|
|
Malaysia
|
|
2
|
|
|
|
Asiana Airlines
|
|
South Korea
|
|
5
|
|
|
|
American Airlines
|
|
United States
|
|
5
|
|
|
|
Jet Airways
(3)
|
|
India
|
|
7
|
|
|
|
Total top fifteen customers
|
|
|
|
124
|
|
|
|
All other customers
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
Total all customers
|
|
|
|
259
|
|
(1)
|
Combined with an affiliate.
|
(2)
|
Guaranteed by Volga-Dnepr Airlines. We have one additional aircraft on lease with an affiliate.
|
(3)
|
See Note 2 “Fair Value Measurements” in the Notes to Unaudited Consolidated Financial Statements above.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
181,234
|
|
|
$
|
177,483
|
|
Direct financing and sales-type lease revenue
|
8,443
|
|
|
9,442
|
|
||
Amortization of lease premiums, discounts and incentives
|
(5,711
|
)
|
|
(3,128
|
)
|
||
Maintenance revenue
|
16,401
|
|
|
11,991
|
|
||
Total lease revenue
|
200,367
|
|
|
195,788
|
|
||
Gain on sale of flight equipment
|
12,002
|
|
|
5,768
|
|
||
Other revenue
|
1,558
|
|
|
1,124
|
|
||
Total revenues
|
213,927
|
|
|
202,680
|
|
||
Operating expenses:
|
|
|
|
||||
Depreciation
|
84,735
|
|
|
75,002
|
|
||
Interest, net
|
63,463
|
|
|
57,108
|
|
||
Selling, general and administrative
|
18,000
|
|
|
17,835
|
|
||
Maintenance and other costs
|
7,404
|
|
|
988
|
|
||
Total operating expenses
|
173,602
|
|
|
150,933
|
|
||
|
|
|
|
||||
Total other income (expense)
|
(2,061
|
)
|
|
3,174
|
|
||
|
|
|
|
||||
Income from continuing operations before income taxes and earnings of unconsolidated equity
method investments
|
38,264
|
|
|
54,921
|
|
||
Income tax provision (benefit)
|
3,098
|
|
|
(844
|
)
|
||
Earnings (loss) of unconsolidated equity method investments, net of tax
|
(356
|
)
|
|
1,782
|
|
||
|
|
|
|
||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
•
|
a $25.2 million decrease due to lease extensions, amendments, transitions and other changes ($15.9 million of which is attributable to Avianca Brazil and Jet Airways), and
|
•
|
a $9.6 million decrease due to the sale of eleven aircraft since January1, 2018.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(3,100
|
)
|
|
$
|
(2,682
|
)
|
Amortization of lease premiums
|
(4,037
|
)
|
|
(2,439
|
)
|
||
Amortization of lease discounts
|
1,426
|
|
|
1,993
|
|
||
|
|
|
|
||||
Amortization of lease premiums, discounts and incentives
|
$
|
(5,711
|
)
|
|
$
|
(3,128
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings and other liabilities
|
$
|
60,279
|
|
|
$
|
53,978
|
|
Amortization of deferred losses related to interest rate derivatives
|
184
|
|
|
301
|
|
||
Amortization of deferred financing fees and debt discount
|
3,364
|
|
|
3,532
|
|
||
Interest expense
|
63,827
|
|
|
57,811
|
|
||
Less: Interest income
|
(364
|
)
|
|
(703
|
)
|
||
|
|
|
|
||||
Interest, net
|
$
|
63,463
|
|
|
$
|
57,108
|
|
•
|
unsecured indebtedness, including our current unsecured revolving credit facilities, term loan and senior notes;
|
•
|
various forms of borrowing secured by our aircraft, including bank term facilities, limited recourse securitization financings, and ECA-backed financings for new aircraft acquisitions;
|
•
|
asset sales; and
|
•
|
sales of common shares.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Net cash flow provided by operating activities
|
$
|
106,360
|
|
|
$
|
148,905
|
|
Net cash flow used in investing activities
|
(286,246
|
)
|
|
(50,612
|
)
|
||
Net cash flow provided by (used in) financing activities
|
120,241
|
|
|
(99,811
|
)
|
|
Payments Due by Period as of March 31, 2019
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
1 year
or less
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Principal payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes due 2019 - 2024
|
$
|
3,450,000
|
|
|
$
|
500,000
|
|
|
$
|
1,300,000
|
|
|
$
|
1,150,000
|
|
|
$
|
500,000
|
|
Unsecured Term Loans
|
335,000
|
|
|
120,000
|
|
|
60,000
|
|
|
155,000
|
|
|
—
|
|
|||||
Revolving Credit Facilities
|
375,000
|
|
|
—
|
|
|
—
|
|
|
375,000
|
|
|
—
|
|
|||||
ECA Financings
|
179,254
|
|
|
40,150
|
|
|
82,822
|
|
|
50,224
|
|
|
6,058
|
|
|||||
Bank Financings
|
603,409
|
|
|
68,460
|
|
|
119,133
|
|
|
278,458
|
|
|
137,358
|
|
|||||
Total principal payments
|
4,942,663
|
|
|
728,610
|
|
|
1,561,955
|
|
|
2,008,682
|
|
|
643,416
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments on debt obligations
(1)
|
771,994
|
|
|
241,250
|
|
|
344,915
|
|
|
168,960
|
|
|
16,869
|
|
|||||
Office leases
(2)
|
17,089
|
|
|
2,447
|
|
|
3,783
|
|
|
3,449
|
|
|
7,410
|
|
|||||
Purchase obligations
(3)
|
1,358,211
|
|
|
452,760
|
|
|
905,451
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
7,089,957
|
|
|
$
|
1,425,067
|
|
|
$
|
2,816,104
|
|
|
$
|
2,181,091
|
|
|
$
|
667,695
|
|
(1)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at
March 31, 2019
.
|
(2)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
(3)
|
At
March 31, 2019
, we had commitments to acquire
37
aircraft for
$1.36 billion
, including 25 new E-Jet E2 aircraft from Embraer S.A. These amounts include estimates for pre-delivery deposits, contractual price escalation and other adjustments. As of
April 30, 2019
, we have commitments to acquire
35
aircraft for
$1.28 billion
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
Depreciation
|
84,735
|
|
|
75,002
|
|
||
Amortization of lease premiums, discounts and incentives
|
5,711
|
|
|
3,128
|
|
||
Interest, net
|
63,463
|
|
|
57,108
|
|
||
Income tax provision (benefit)
|
3,098
|
|
|
(844
|
)
|
||
EBITDA
|
191,817
|
|
|
191,941
|
|
||
Adjustments:
|
|
|
|
||||
Equity share of joint venture impairment
|
2,724
|
|
|
—
|
|
||
Non-cash share-based payment expense
|
2,726
|
|
|
2,378
|
|
||
Loss (gain) on mark-to-market of interest rate derivative contracts
|
2,080
|
|
|
(3,174
|
)
|
||
Adjusted EBITDA
|
$
|
199,347
|
|
|
$
|
191,145
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
34,810
|
|
|
$
|
57,547
|
|
(Gain) loss on mark-to-market of interest rate derivative contracts
(1)
|
2,080
|
|
|
(3,174
|
)
|
||
Non-cash share-based payment expense
(2)
|
2,726
|
|
|
2,378
|
|
||
|
|
|
|
||||
Adjusted net income
|
$
|
39,616
|
|
|
$
|
56,751
|
|
|
Three Months Ended March 31,
|
||||
Weighted-average shares:
|
2019
|
|
2018
|
||
Common shares outstanding
|
74,703,791
|
|
|
78,366,588
|
|
Restricted common shares
|
434,531
|
|
|
431,161
|
|
Total weighted-average shares
|
75,138,322
|
|
|
78,797,749
|
|
|
Three Months Ended March 31,
|
||||
Percentage of weighted-average shares:
|
2019
|
|
2018
|
||
Common shares outstanding
|
99.42
|
%
|
|
99.45
|
%
|
Restricted common shares
(1)
|
0.58
|
%
|
|
0.55
|
%
|
Total percentage of weighted-average shares
|
100.00
|
%
|
|
100.00
|
%
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Weighted-average common shares outstanding – Basic
|
74,703,791
|
|
|
78,366,588
|
|
Effect of dilutive shares
(2)
|
569,822
|
|
|
228,019
|
|
Weighted average common shares outstanding – Diluted
|
75,273,613
|
|
|
78,594,607
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands, except per share amounts)
|
||||||
Adjusted net income allocation:
|
|
|
|
||||
Adjusted net income
|
$
|
39,616
|
|
|
$
|
56,751
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(2)
|
(229
|
)
|
|
(311
|
)
|
||
Adjusted net income allocable to common shares – Basic and Diluted
|
$
|
39,387
|
|
|
$
|
56,440
|
|
|
|
|
|
||||
Adjusted net income per common share – Basic
|
$
|
0.53
|
|
|
$
|
0.72
|
|
|
|
|
|
||||
Adjusted net income per common share – Diluted
|
$
|
0.52
|
|
|
$
|
0.72
|
|
(1)
|
For the
three months ended
March 31, 2019
and
2018
, distributed and undistributed earnings to restricted shares were
0.58%
and
0.55%
, respectively, of net income. The amount of restricted share forfeitures for all periods presented is immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For all periods presented, dilutive shares represent contingently issuable shares.
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our aircraft, which affects the aircraft’s availability for use and may be indicative of future needs for capital expenditures;
|
•
|
the cash portion of income tax (benefit) provision generally represents charges (gains), which may significantly affect our financial results;
|
•
|
elements of our interest rate derivative accounting may be used to evaluate the effectiveness of our hedging policy;
|
•
|
hedge loss amortization charges; and
|
•
|
adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
(1)
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(1)
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
January 1 through January 31
|
583,153
|
|
|
$
|
17.53
|
|
|
496,920
|
|
|
$
|
76,019
|
|
February 1 through February 28
|
60,892
|
|
|
20.21
|
|
|
—
|
|
|
76,019
|
|
||
March 1 through March 31
|
9,751
|
|
|
20.24
|
|
|
—
|
|
|
76,019
|
|
||
|
|
|
|
|
|
|
|
||||||
Total
|
653,796
|
|
|
$
|
17.82
|
|
|
496,920
|
|
|
$
|
76,019
|
|
(1)
|
Under our current repurchase program, we have repurchased an aggregate of 1,397,712 common shares at an aggregate cost of $24.0 million, including commissions. The remaining dollar value of common shares that may be repurchased under the program is $76.0 million.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018; (ii) Consolidated Statements of Income for the three months ended March 31, 2019 and 2018; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018; (v) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018; and (vi) Notes to Unaudited Consolidated Financial Statements. *
|
|
AIRCASTLE LIMITED
|
|
|
(Registrant)
|
|
|
By:
|
/s/ James C. Connelly
|
|
|
James C. Connelly
|
|
|
Chief Accounting Officer and Authorized Officer
|
Table of Contents
|
|
|
24.
|
Postponement or Cancellation of General Meeting
|
23
|
|
MEETINGS OF THE BOARD OF DIRECTORS
|
40
|
|
||
|
|
|
|
25.
|
Attendance and Security at General Meetings
|
23
|
|
52.
|
Board Meetings
|
40
|
|
INTERPRETATION
|
1
|
|
26.
|
Quorum at General Meetings
|
23
|
|
53.
|
Notice of Board Meetings
|
40
|
|
|
1.
|
Definitions
|
1
|
|
27.
|
Chairman to Preside
|
24
|
|
54.
|
Participation in Meetings by Telephone
|
40
|
|
SHARES
|
4
|
|
28.
|
Voting on Resolutions
|
24
|
|
|||||
2.
|
Power to Issue Shares
|
4
|
|
29.
|
Voting on a Poll
|
25
|
|
55.
|
Quorum at Board Meetings
|
41
|
|
3.
|
Power of the Company to Purchase its Shares
|
4
|
|
30.
|
Voting by Joint Holders of Shares
|
26
|
|
||||
4.
|
Rights Attaching to Shares
|
6
|
|
31.
|
Instrument of Proxy
|
26
|
|
56.
|
Board to Continue in the Event of Vacancy
|
41
|
|
5.
|
Calls on Shares
|
9
|
|
32.
|
Representation of Corporate Member
|
27
|
|
||||
6.
|
Forfeiture of Shares
|
9
|
|
|
57.
|
Chairman to Preside
|
41
|
|
|||
7.
|
Share Certificates
|
10
|
|
33.
|
Adjournment of General Meeting
|
27
|
|
58.
|
Written Resolutions
|
41
|
|
8.
|
Fractional Shares
|
11
|
|
|
59.
|
Validity of Prior Acts of the Board
|
41
|
|
|||
REGISTRATION OF SHARES
|
11
|
|
34.
|
Directors Attendance at General Meetings
|
28
|
|
|||||
9.
|
Register of Members
|
11
|
|
|
CORPORATE RECORDS
|
42
|
|
||||
10.
|
Registered Holder Absolute Owner
|
11
|
|
DIRECTORS AND OFFICERS
|
28
|
|
60.
|
Minutes
|
42
|
|
|
11.
|
Transfer of Registered Shares
|
12
|
|
35.
|
Election of Directors
|
28
|
|
61.
|
Place Where Corporate Records Kept
|
42
|
|
12.
|
Transmission of Registered Shares
|
13
|
|
36.
|
Classes of Directors
|
32
|
|
62.
|
Form and Use of Seal
|
42
|
|
ALTERATION OF SHARE CAPITAL
|
15
|
|
37.
|
Term of Office of Directors
|
32
|
|
ACCOUNTS
|
43
|
|
||
13.
|
Power to Alter Capital
|
15
|
|
38.
|
Alternate Directors
|
32
|
|
63.
|
Books of Account
|
43
|
|
14.
|
Variation of Rights Attaching to Shares
|
15
|
|
39.
|
Removal of Directors
|
33
|
|
64.
|
Financial Year End
|
43
|
|
DIVIDENDS AND CAPITALISATION
|
15
|
|
40.
|
Vacancy in the Office of Director
|
33
|
|
AUDITS
|
43
|
|
||
15.
|
Dividends
|
15
|
|
41.
|
Remuneration of Directors
|
34
|
|
65.
|
Annual Audit
|
43
|
|
16.
|
Power to Set Aside Profits
|
16
|
|
42.
|
Defect in Appointment of Director
|
34
|
|
66.
|
Appointment of Auditors
|
43
|
|
17.
|
Method of Payment
|
16
|
|
|
67.
|
Remuneration of Auditors
|
44
|
|
|||
18.
|
Capitalisation
|
17
|
|
43.
|
Directors to Manage Business
|
34
|
|
68.
|
Duties of Auditors
|
44
|
|
MEETINGS OF MEMBERS
|
17
|
|
|
69.
|
Access to Records
|
44
|
|
||||
19.
|
Annual General Meetings
|
17
|
|
44.
|
Powers of the Board of Directors
|
34
|
|
70.
|
Financial Statements
|
44
|
|
20.
|
Special General Meetings
|
18
|
|
|
71.
|
Distribution of Auditors report
|
44
|
|
|||
21.
|
Requisitioned General Meetings/Other Business
|
18
|
|
45.
|
Register of Directors and Officers
|
36
|
|
72.
|
Vacancy in the Office of Auditor
|
45
|
|
22.
|
Notice
|
21
|
|
46.
|
Officers
|
36
|
|
BUSINESS COMBINATIONS
|
45
|
|
|
23.
|
Giving Notice
|
21
|
|
47.
|
Appointment of Officers
|
36
|
|
73.
|
Amalgamation, Merger or Consolidation
|
45
|
|
|
|
|
|
48.
|
Duties of Officers
|
37
|
|
||||
|
|
|
|
49.
|
Remuneration of Officers
|
37
|
|
VOLUNTARY WINDING-UP AND DISSOLUTION
|
45
|
|
|
|
|
|
|
50.
|
Conflicts of Interest
|
37
|
|
||||
|
|
|
|
51.
|
Indemnification and Exculpation of Directors and Officers
|
37
|
|
74.
|
Winding-Up
|
45
|
|
|
|
|
|
|
|
|
|
CHANGES TO CONSTITUTION
|
46
|
|
|
|
|
|
|
|
|
|
|
75.
|
Changes to Bye-laws
|
46
|
|
|
|
|
|
|
|
|
|
76.
|
Discontinuance
|
46
|
|
1.
|
Definitions
|
1.1
|
In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
|
Act
|
the Companies Act 1981 as amended from time to time;
|
Alternate Director
|
an alternate director appointed in accordance with these Bye-laws;
|
Auditor
|
includes an individual or partnership;
|
Board
|
the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
|
Company
|
the company for which these Bye-laws are approved and confirmed;
|
Director
|
a director of the Company and shall include an Alternate Director;
|
Exchange Act
|
the US Securities Exchange Act of 1934, as amended;
|
Fair Market Value
|
with respect to a purchase of any shares of the Company in accordance with Bye-laws 3.2 and 3.3 (i) if such shares are listed on a securities exchange (or quoted in a securities quotation system), the average closing sale price of such shares on such exchange (or in such quotation system), or, if such shares are
|
Member
|
the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
|
notice
|
written notice as further provided in these Bye-laws unless otherwise specifically stated;
|
Officer
|
any person appointed by the Board to hold an office in the Company;
|
Register of Directors and Officers
|
the register of directors and officers referred to in these Bye-laws;
|
Register of Members
|
the register of members referred to in these Bye-laws;
|
Regulation FD
|
Regulation Fair Disclosure promulgated by the U.S. Securities and Exchange Commission;
|
Resident Representative
|
any person appointed to act as resident representative and includes any deputy or assistant resident representative;
|
Secretary
|
the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and
|
Treasury Share
|
a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.
|
1.2
|
In these Bye-laws, where not inconsistent with the context:
|
(a)
|
words denoting the plural number include the singular number and vice versa;
|
(b)
|
words denoting the masculine gender include the feminine and neuter genders;
|
(c)
|
words importing persons include companies, associations or bodies of persons whether corporate or not;
|
(d)
|
the words:
|
(i)
|
"may" shall be construed as permissive; and
|
(ii)
|
"shall" shall be construed as imperative;
|
(e)
|
the phrase “issued and outstanding” in relation to shares, means shares in issue other than Treasury Shares; and
|
(f)
|
unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.
|
1.3
|
In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
|
1.4
|
Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
|
2.
|
Power to Issue Shares
|
2.1
|
Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine.
|
2.2
|
Without limitation to the provisions of Bye-law 4, subject to the provisions of the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).
|
3.
|
Power of the Company to Purchase its Shares
|
3.1
|
The Company may purchase its own shares in accordance with the provisions of the Act on such terms as the Board shall think fit. The Board may exercise all the powers of the Company to purchase all or any part of its own shares in accordance with the Act.
|
3.2
|
Without prejudice to the generality of Bye-law 3.1, subject to the Act, if the Board in its absolute and unfettered discretion, on behalf of the Company, determines that share ownership by any Member owning more than 5% of the Company’s issued and outstanding Common Shares (as defined in Bye-law 4.1) that is not either a U.S. citizen or a qualified resident of the U.S. or of the contracting state of any applicable tax treaty with the U.S. (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty) may result in adverse tax, regulatory or legal consequences to the Company or to any of its subsidiaries (wherever incorporated), the Company will have the option, but not the obligation, to purchase all or part of the shares held by such Member (to the extent the Board, in the reasonable exercise of its discretion, determines it is necessary to avoid or cure such adverse consequences) for immediately available funds in an amount equal to the Fair Market Value of such shares on the date the Company sends the Repurchase Notice referred to below (the "Repurchase Price"); provided that the Board will use its reasonable efforts to exercise this option equitably among similarly situated Members (to the extent feasible under the circumstances). In that event, the Company will also be entitled to assign its purchase right to a third party or parties including the other Members, with the consent of such assignee. Each Member shall be bound by the determination by the Company to purchase or assign its right to purchase such Member's shares and, if so required by the Company, shall sell the number of shares that the Company requires it to sell.
|
3.3
|
In the event that the Company or its assignee(s) determines to purchase any shares in accordance with Bye-law 3.2, the Company shall provide each Member concerned with written notice of such determination (a "Repurchase Notice") at least 7 calendar days prior to such purchase or such shorter period as each such Member may authorize, specifying the date on which any such shares are to be purchased and the Repurchase Price. The Company may revoke the Repurchase Notice at any time before it (or its assignee(s)) pays for the shares. Neither the Company nor its assignee(s) shall be obliged to give general notice to the Members of any intention to purchase or the conclusion of any purchase of shares. Payment of the Repurchase Price by the Company or its assignee(s) shall be by wire transfer and made at a closing to be held no less than 7 calendar days after receipt of the Repurchase Notice by the Member.
|
3.4
|
The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
|
4.
|
Rights Attaching to Shares
|
4.1
|
At the date these Bye-laws are adopted, the share capital of the Company shall be divided into two classes: (i) 250,000,000 common shares of par value US$0.01 each (the "Common Shares") and (ii) 50,000,000 preference shares of par value US$0.01 each (the "Preference Shares").
|
4.2
|
The holders of Common Shares shall, subject to the provisions of these Bye-laws (including, without limitation, the rights attaching to Preference Shares):
|
(a)
|
be entitled to one vote per share;
|
(b)
|
be entitled to such dividends as the Board may from time to time declare;
|
(c)
|
in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
|
(d)
|
generally be entitled to enjoy all of the rights attaching to shares.
|
4.3
|
The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
|
(a)
|
the number of shares constituting that series and the distinctive designation of that series;
|
(b)
|
the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;
|
(c)
|
whether that series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;
|
(d)
|
whether that series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares), and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;
|
(e)
|
whether or not the shares of that series shall be redeemable or repurchaseable, and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;
|
(f)
|
whether that series shall have a sinking fund for the redemption or repurchase of shares of that series, and, if so, the terms and amount of such sinking fund;
|
(g)
|
the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;
|
(h)
|
the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment of shares of that series; and
|
(i)
|
any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.
|
4.4
|
Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.
|
4.5
|
At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board, including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.
|
4.6
|
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
|
5.
|
Calls on Shares
|
5.1
|
The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
|
5.2
|
Any sum which by the terms of allotment of a share becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made and payable, on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
|
5.3
|
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
|
5.4
|
The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.
|
6.
|
Forfeiture of Shares
|
6.1
|
If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:
|
6.2
|
If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.
|
6.3
|
A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.
|
6.4
|
The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
|
7.
|
Share Certificates
|
7.1
|
Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
|
7.2
|
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.
|
7.3
|
If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.
|
8.
|
Fractional Shares
|
9.
|
Register of Members
|
9.1
|
The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.
|
9.2
|
The Register of Members shall be open to inspection at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.
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10.
|
Registered Holder Absolute Owner
|
11.
|
Transfer of Registered Shares
|
11.1
|
An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:
|
11.2
|
Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.
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11.3
|
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
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11.4
|
The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
|
11.5
|
The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid. The Board shall refuse to register a transfer unless all applicable
|
11.6
|
Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.
|
11.7
|
Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange.
|
12.
|
Transmission of Registered Shares
|
12.1
|
In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.
|
12.2
|
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:
|
12.3
|
On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
|
12.4
|
Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.
|
13.
|
Power to Alter Capital
|
13.1
|
The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.
|
13.2
|
Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.
|
14.
|
Variation of Rights Attaching to Shares
|
15.
|
Dividends
|
15.1
|
The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
|
15.2
|
The Board may fix any date as the record date for determining the Members entitled to receive any dividend.
|
15.3
|
The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
|
15
.4
|
The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.
|
16.
|
Power to Set Aside Profits
|
17.
|
Method of Payment
|
17.1
|
Any dividend or other monies payable in respect of a share may be paid by cheque or warrant sent through the post directed to the address of the Member in the Register of Members (in the case of joint Members, the senior joint holder, seniority being determined by the order in which the names stand in the Register of Members), or by direct transfer to such bank account as such Member may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to such persons as the Member may direct, and payment of the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
|
17.2
|
The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.
|
17.3
|
Any dividend and or other monies payable in respect of a share which has remained unclaimed for 6 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company's own account. Such payment shall not constitute the Company a trustee in respect thereof.
|
17.4
|
The Company shall be entitled to cease sending dividend cheques and warrants by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the Member's new address. The entitlement conferred on the Company by this Bye-law 17.4 in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or warrant.
|
18.
|
Capitalisation
|
18.1
|
The Board may resolve to capitalise any sum for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro-rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.
|
18.2
|
The Board may resolve to capitalise any sum for the time being standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid or nil paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.
|
19.
|
Annual General Meetings
|
20.
|
Special General Meetings
|
21.
|
Requisitioned General Meetings/Other Business
|
21.1
|
The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of the Act shall apply.
|
21.2
|
In addition to any rights of Members under the Act or these Bye-laws, business may be brought before any annual general meeting of the Company, or any special general meeting of the Company, by any person who: (i) is a Member of record on the date of the giving of the notice provided for in this Bye-law and on the record date for the determination of Members entitled to receive notice of and vote at such meeting; and (ii) complies with the notice procedures set forth in this Bye-law.
|
21.3
|
In addition to any other applicable requirements, for other business to be proposed by a Member pursuant to Bye-law 21.2, such Member must have given timely notice thereof in proper written form to the Secretary.
|
21.4
|
To be timely, a notice given to the Secretary pursuant to Bye-law 21.3 must be delivered to or mailed and received at the registered office and by the Secretary at the principal executive offices of the Company as set forth in the Company's filings with the U.S. Securities and Exchange Commission: (i) in the case of an annual general meeting, not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting prior to the giving of the notice or, in the event the annual general meeting is called for a date that is not 25 days before or after such anniversary the notice must be so delivered or mailed and received not later than 10 days following the date on which notice of the annual general meeting was mailed or the date on which public disclosure of the date of the annual general meeting was made, whichever first occurs, and (ii) in the case of a special general meeting, not later than 10 days following the date on which
|
21.5
|
To be in proper written form, a notice given to the Secretary pursuant to Bye-law 21.3 must set forth as to each matter such Member proposes to bring before the general meeting: (a) a brief description of the business desired to be brought before the general meeting and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bye-Laws, the text of the proposed amendment), and the reasons for conducting such business at the general meeting, and (b) as to the Member giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such Member, (ii) (A) the class or series and number of all shares of the Company which are owned beneficially or of record by such Member and any affiliates or associates of such Member, (B) the name of each nominee holder of all shares of the Company owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of the Company held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of the Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of the Company; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Company or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person, (iv) a representation that the Member giving notice intends to appear in person or by proxy at the general meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the
|
21.6
|
A Member providing notice of business proposed to be brought before a general meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Bye-Law shall be true and correct as of the record date for determining the Members entitled to receive notice of the general meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the registered office of the Company not later than 5 business days after the record date for determining the Members entitled to receive notice of the general meeting. For the avoidance of doubt, the obligations under Bye-Laws 21.2, 21.3, 21.4, 21.5 and 21.6 shall not apply to any business brought by a Member or Members at a special general meeting of the Company that has been convened upon the requisition of such Member or Members under Bye-Law 21.1.
|
21.7
|
Once business has been properly brought before the general meeting in accordance with the procedures set forth in this Bye-law, nothing in this Bye-law shall be deemed to preclude discussion by any Member of any such business. If the chairman of a general meeting determines that business was not properly brought before the meeting in accordance with this Bye-law, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
|
21.8
|
No business may be transacted at a general meeting, other than business that is either (i) properly brought before the general meeting by or at the direction of the Board (or any duly authorized committee thereof); or (ii) properly brought before the general meeting by any Member or Members in accordance with the Act or these Bye-laws.
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22.
|
Notice
|
22.1
|
Not less than 10 nor more than 60
days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
|
22.2
|
Not less than 10 nor more than 60
days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.
|
22.3
|
The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company.
|
22.4
|
A general meeting of the Company shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.
|
22.5
|
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
|
23.
|
Giving Notice
|
23.1
|
A notice may be given by the Company to a Member:
|
(a)
|
by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or
|
(b)
|
by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or
|
(c)
|
by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or
|
(d)
|
by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or
|
(e)
|
by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.
|
23.2
|
Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
|
23.3
|
Save as provided by Bye-law 23.4, any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, at the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile, electronic mail, or such other method as the case may be.
|
23.4
|
Mail notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail of any member state of the European Union, the United States, or Bermuda.
|
23.5
|
The Company shall be under no obligation to send a notice or other document to the address shown for any particular Member in the Register of Members if the Board considers that the legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, the territory in which
|
24.
|
Postponement or Cancellation of General Meeting
|
25.
|
Attendance and Security at General Meetings
|
25.1
|
Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
|
25.2
|
The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.
|
26.
|
Quorum at General Meetings
|
26.1
|
At any general meeting of the Company two or more persons present in person at the start of the meeting and representing in person or by proxy in excess of 50% of all votes attaching to all shares of the Company in issue entitling the holder to vote at the meeting shall form a quorum for the transaction of business.
|
26.2
|
If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. If the meeting shall be adjourned to the same day one week later or the Secretary shall determine that the meeting is adjourned to a specific date, time and place, it is not necessary to give notice of the adjourned meeting other than by announcement at the meeting being adjourned. If the Secretary shall determine that the meeting be adjourned to an unspecified date, time or place, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.
|
27.
|
Chairman to Preside
|
28.
|
Voting on Resolutions
|
28.1
|
Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail.
|
28.2
|
No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.
|
28.3
|
At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.
|
28.4
|
At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
|
28.5
|
At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact.
|
29.
|
Voting on a Poll
|
29.1
|
Where a poll is taken, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was taken. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
|
29.2
|
A poll taken for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith and a poll taken on any other question shall be taken in such manner and at such time and place at such meeting as the chairman (or acting chairman) of the meeting may direct and any business other than that upon which a poll is to be taken may be proceeded with pending the taking of the poll.
|
29.3
|
Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted by one or more inspectors of votes appointed by the chairman or the Board for the purpose and the result of the poll shall be declared by the chairman.
|
30.
|
Voting by Joint Holders of Shares
|
31.
|
Instrument of Proxy
|
31.1
|
A Member may appoint a proxy by (a) an instrument appointing a proxy in writing in substantially the following form or such other form as the Board may determine from time to time:
|
31.2
|
The appointment of a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the appointment proposes to vote, and an appointment of proxy which is not received in the manner so permitted shall be invalid.
|
31.3
|
A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf.
|
31.4
|
The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
|
32.
|
Representation of Corporate Member
|
32.1
|
A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.
|
32.2
|
Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.
|
33.
|
Adjournment of General Meeting
|
33.1
|
The chairman of any general meeting at which a quorum is present may with the consent of Members holding a majority of the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy), adjourn the meeting.
|
33.2
|
In addition, the chairman may adjourn the meeting to another time and place without such consent or direction if it appears to him that:
|
(a)
|
it is likely to be impracticable to hold or continue that meeting because of the number of Members wishing to attend who are not present; or
|
(b)
|
the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or
|
(c)
|
an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
|
33.2
|
Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.
|
34.
|
Directors Attendance at General Meetings
|
35.
|
Election of Directors
|
35.1
|
The Board shall consist of such number of Directors being not less than 3 Directors and not more than such maximum number of Directors, not exceeding 12 Directors, as the Board may from time to time determine.
|
35.2
|
Only persons who are proposed or nominated in accordance with this Bye-law shall be eligible for election as Directors. Any Member or the Board may propose any person for election as a Director. Where any person, other than a Director retiring at the meeting or a person proposed for re-election or election as a Director by the Board, is to be proposed for election as a Director, notice must be given to the Company of the intention to propose him and of his willingness to serve as a Director. Where a Director is to be elected at an annual general meeting, that notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting prior to the giving of the notice or, in the event the annual general meeting is called for a date that is not 25 days before or after such anniversary the notice must be given not later than 10 days following the date on which notice of the annual general meeting was mailed or the date on which public disclosure of the date of the annual general meeting was made, whichever first occurs. Where a Director is to be elected at a special general meeting, that notice must be given not later than 10 days following the date on which notice of the special general meeting was mailed or the date on which public disclosure of the date of the special general meeting was made, whichever first occurs.
|
35.3
|
To be in proper written form, a notice given to the Secretary pursuant to Bye-law 35.2 must set forth the following information: (a) as to each person whom the Member proposes to nominate for election as a Director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of the Company which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Company owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of the Company held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of the Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of the Company, (iv) such person’s written representation and agreement that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed to the Company in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a Director, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and share ownership and trading policies and guidelines of the Company and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act; and (b) as to the Member giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the Member giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of the Company which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Company owned beneficially
|
35.4
|
In addition to the information required pursuant to this Bye-law, the Company may require any proposed nominee to furnish any other information: (i) that may reasonably be requested by the Company to determine whether the nominee would be independent under the rules and listing standards of the securities exchanges upon which the shares of the Company are listed or traded, any applicable rules of the U.S. Securities and Exchange Commission or any publicly disclosed standards used by the Board in determining and disclosing the independence of the Directors (collectively, the “Independence Standards”), (ii) that could be material to a reasonable Member’s understanding of the independence, or lack thereof, of such nominee or (iii) that may reasonably be requested by the Company to determine the eligibility of such nominee to serve as a Director.
|
35.5
|
A Member providing notice of any nomination proposed to be made at any general meeting of the Company shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Bye-Law shall be true and correct as of the record date for determining the Members entitled to receive notice of the general meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the Registered Office of the Company not later than 5 business days after the record date for determining the Members entitled to receive notice of such general meeting. For the avoidance of doubt, the obligations under Bye-Laws 35.2, 35.3, 35.4 and 35.5 shall not apply to any rights that any Member may have under a contract with the Company to propose or nominate one or more Directors.
|
35.6
|
Where a person is validly proposed for re-election or election as a Director, such Director shall be elected by the vote of the majority of the votes cast with respect to the Director, excluding abstentions. For purposes of this Bye-law 35.6, a majority of the votes cast shall mean that the number of shares voted “for” the Director must exceed the number of votes “against” that Director.
|
35.7
|
At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.
|
36.
|
Classes of Directors
|
37.
|
Term of Office of Directors
|
38.
|
Alternate Directors
|
38.1
|
Any Director may appoint a person or persons to act as a Director in the alternative to himself by notice in writing deposited with the Secretary and subject to the approval of such person or persons by the majority of the Directors (excluding the Director proposing such person or persons) in office at that time. Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present.
|
38.2
|
An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.
|
38.3
|
An Alternate Director shall cease to be such if the Director for whom such Alternate Director was appointed ceases for any reason to be a Director but may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy in accordance with these Bye-laws.
|
39.
|
Removal of Directors
|
39.1
|
Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may, by a resolution including the affirmative votes of at least 80% of all votes attaching to all shares in issue entitling the holder to attend and vote on such resolution,
at any special general meeting convened and held in accordance with these Bye-laws, remove a Director, with or without cause, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal.
|
39.2
|
If a Director is removed from the Board under the provisions of this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy.
|
40.
|
Vacancy in the Office of Director
|
40.1
|
The office of Director shall be vacated if the Director:
|
(a)
|
is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;
|
(b)
|
is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;
|
(c)
|
is or becomes of unsound mind or dies; or
|
(d)
|
resigns his office by notice in writing to the Company.
|
40.2
|
The Members in general meeting or the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director or as a result of an increase in the size of the Board and to appoint an Alternate Director to any Director so appointed.
|
41.
|
Remuneration of Directors
|
42.
|
Defect in Appointment of Director
|
43.
|
Directors to Manage Business
|
43.1
|
The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-laws, required to be exercised by the Company in general meeting subject, nevertheless, to these Bye-laws and the provisions of any statute.
|
43.2
|
Subject to these Bye-laws, the Board may delegate to any company, firm, person, or body of persons any power of the Board (including the power to sub-delegate).
|
44.
|
Powers of the Board of Directors
|
(a)
|
appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
|
(b)
|
exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
|
(c)
|
appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
|
(d)
|
appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
|
(e)
|
by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney's personal seal with the same effect as the affixation of the seal of the Company;
|
(f)
|
procure that the Company pays all expenses incurred in promoting and incorporating the Company;
|
(g)
|
delegate any of its powers (including the power to sub-delegate) to a committee appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these
|
(h)
|
delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
|
(i)
|
present any petition and make any application in connection with the liquidation or reorganisation of the Company;
|
(j)
|
in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
|
(k)
|
authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.
|
45.
|
Register of Directors and Officers
|
46.
|
Officers
|
47.
|
Appointment of Officers
|
48.
|
Duties of Officers
|
49.
|
Remuneration of Officers
|
50.
|
Conflicts of Interest
|
50.1
|
Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director's firm, partner or company to act as Auditor to the Company.
|
50.2
|
A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.
|
50.3
|
Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.
|
51.
|
Indemnification and Exculpation of Directors and Officers
|
51.1
|
The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or
|
51.2
|
The Company shall pay to or on behalf of any such Director, Secretary or other Officer referred to in Bye-law 51.1 expenses (including attorneys’ fees) incurred by such person in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company, and such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate, provided that in the event of a finding of fraud or dishonesty (such fraud or dishonesty having been established in a final judgment or decree not subject to appeal), such Director, Secretary or other Officer or, if applicable, such other employee or agent, shall reimburse to the Company all funds paid by the Company in respect of expenses of defending such action, suit or proceeding.
|
51.3
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this Bye-law shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these Bye-laws, any agreement, resolution of Members or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Bye-law 51.1 shall be made to the fullest extent permitted by law. The provisions of this Bye-law shall not be deemed to preclude the indemnification of any person who is not specified in Bye-law 51.1 but whom the Company has the power or obligation to indemnify under the provisions of the Act, or otherwise.
|
51.4
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this Bye-law shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
51.5
|
The Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred in this Bye-law to Directors, the Secretary and other Officers of the Company, PROVIDED THAT any such indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any such persons, and any funds paid by the Company in respect of any such expense shall be reimbursed to the Company in the event of a finding of fraud or dishonesty as set forth in Bye-Law 51.2.
|
51.6
|
If this Bye-law or any portion of this Bye-law shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Director or Officer of the Company, former Director or Officer of the Company or person serving at the request of the Company as a director or officer, employee or agent of another company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as to expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Bye-law that shall not have been invalidated, PROVIDED THAT any such indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any such persons.
|
51.7
|
The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him under the Act in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.
|
52.
|
Board Meetings
|
53.
|
Notice of Board Meetings
|
54.
|
Participation in Meetings by Telephone
|
55.
|
Quorum at Board Meetings
|
56.
|
Board to Continue in the Event of Vacancy
|
57.
|
Chairman to Preside
|
58.
|
Written Resolutions
|
59.
|
Validity of Prior Acts of the Board
|
60.
|
Minutes
|
(a)
|
of all elections and appointments of Officers;
|
(b)
|
of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
|
(c)
|
of all resolutions and proceedings of general meetings of the Members, meetings of the Board, and meetings of committees appointed by the Board.
|
61.
|
Place Where Corporate Records Kept
|
62.
|
Form and Use of Seal
|
62.1
|
The seal of the Company shall be in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.
|
62.2
|
The seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or any two Directors, or any person appointed by the Board for that purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative's signature to any authenticated copies of these Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative.
|
63.
|
Books of Account
|
63.1
|
The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
|
(a)
|
all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
|
(b)
|
all sales and purchases of goods by the Company; and
|
(c)
|
all assets and liabilities of the Company.
|
63.2
|
Such records of account shall be kept at the registered office of the Company, or subject to the provisions of the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.
|
64.
|
Financial Year End
|
65.
|
Annual Audit
|
66.
|
Appointment of Auditors
|
66.1
|
Subject to the provisions of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company.
|
66.2
|
The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.
|
67.
|
Remuneration of Auditors
|
68.
|
Duties of Auditors
|
68.1
|
The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
|
68.2
|
The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.
|
69.
|
Access to Records
|
70.
|
Financial Statements
|
71.
|
Distribution of Auditors report
|
72.
|
Vacancy in the Office of Auditor
|
73.
|
Amalgamation, Merger or Consolidation
|
73.1
|
Subject to Bye-law 73.2, the Company shall not engage in any amalgamation, merger or other consolidation unless such amalgamation, merger or other consolidation has been approved by a resolution of the Members including the affirmative votes of at least 66 % of all votes attaching to all shares in issue entitling the holder to attend and vote on such resolution.
|
73.2
|
Bye-law 73.1 shall not apply in respect of any amalgamation, merger or other consolidation approved by the Board, and in respect of any amalgamation, merger or other consolidation approved by the Board which the Act requires to be approved by the Members, the necessary general meeting quorum and Members’ approval shall be as set out in Bye-laws 26 and 28 respectively.
|
74.
|
Winding-Up
|
75.
|
Changes to Bye-laws
|
75.1
|
Subject to Bye-laws 75.2 and 75.3, no Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until the same has been approved by a resolution of the Board and by a resolution of the Members.
|
75.2
|
Bye-laws 35, 36, 37, 73 and 75.2 shall not be rescinded, altered or amended and no new Bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board and by a resolution of the Members including the affirmative votes of at least 66% of all votes attaching to all shares in issue entitling the holder to attend and vote on such resolution.
|
75.3
|
Bye-laws 39 and 75.3 shall not be rescinded, altered or amended and no new Bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws until the same has been approved by a resolution of the Board and by a resolution of the Members including the affirmative votes of at least 80% of all votes attaching to all shares in issue entitling the holder to attend and vote on such resolution.
|
76.
|
Discontinuance
|
EMBRAER S.A.
|
AIRCASTLE HOLDING CORPORATION LIMITED
|
By
/s/ Mauro Kern
Name: Mauro Kern
Title: Executive Vice President,
Engineering and Technology
|
By
/s/ Stephen Quinn
Name: Stephen Quinn
Title: Director
|
By
/s/ Simon Newitt
Name: Simon Newitt
Title: Vice President, Contracts
Commercial Aviation
|
|
Place: São José dos Campos - SP
Brazil
|
Place: Stamford, CT
|
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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 my 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 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 my 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/ Aaron Dahlke
|
Aaron Dahlke
|
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/ Michael Inglese
|
|
Name:
|
Michael Inglese
|
Title:
|
Chief Executive Officer
|
Date:
|
May 2, 2019
|
(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/ Aaron Dahlke
|
|
Name:
|
Aaron Dahlke
|
Title:
|
Chief Financial Officer
|
Date:
|
May 2, 2019
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft
|
A319-100
|
|
V2500
|
|
1258
|
|
Jun-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1261
|
|
Jul-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1279
|
|
Aug-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1295
|
|
Aug-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1329
|
|
Oct-00
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
1673
|
|
Feb-02
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
1742
|
|
May-02
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
2098
|
|
Feb-04
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2495
|
|
May-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2565
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2578
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2605
|
|
Nov-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2636
|
|
Dec-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2646
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2677
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2691
|
|
Feb-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2715
|
|
Mar-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2742
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2744
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2754
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2765
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2769
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2777
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2779
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2782
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2795
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2803
|
|
Jun-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2818
|
|
Jun-06
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3045
|
|
Mar-07
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
3209
|
|
Jul-07
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3421
|
|
Mar-08
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
3443
|
|
Mar-08
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3450
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1132
|
|
Dec-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1162
|
|
Feb-00
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
1177
|
|
Mar-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1179
|
|
Mar-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1244
|
|
Jun-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1259
|
|
Jul-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1308
|
|
Oct-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1322
|
|
Nov-00
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A320-200
|
|
CFM56-5B
|
|
1655
|
|
Apr-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1674
|
|
Apr-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1757
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1780
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1913
|
|
Jan-03
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2048
|
|
Jul-03
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2104
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2248
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2254
|
|
Sep-04
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2310
|
|
Nov-04
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2347
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2391
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2397
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2401
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2524
|
|
Sep-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2564
|
|
Oct-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2792
|
|
Jun-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2822
|
|
Jul-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2956
|
|
Nov-06
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2982
|
|
Dec-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2998
|
|
Jan-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3099
|
|
Apr-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3189
|
|
Jul-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3230
|
|
Sep-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3277
|
|
Oct-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3289
|
|
Oct-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3306
|
|
Nov-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3338
|
|
Dec-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
3383
|
|
Jan-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3423
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3437
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3439
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3483
|
|
May-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3524
|
|
Jun-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3543
|
|
Jul-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3667
|
|
Dec-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3690
|
|
Dec-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3750
|
|
Jan-09
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3840
|
|
Apr-09
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4008
|
|
Aug-09
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4070
|
|
Oct-09
|
|
Bank Financing
|
|
A320-200
|
|
V2500
|
|
4077
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
4088
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
V2500
|
|
4113
|
|
Nov-09
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4156
|
|
Dec-09
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A320-200
|
|
V2500
|
|
4216
|
|
Feb-10
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4312
|
|
May-10
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4386
|
|
Aug-10
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4390
|
|
Aug-10
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4694
|
|
May-11
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4968
|
|
Jan-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5010
|
|
Feb-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5127
|
|
May-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5598
|
|
Apr-13
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5796
|
|
Oct-13
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
6077
|
|
Apr-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6139
|
|
Oct-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6173
|
|
Oct-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6528
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6536
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6561
|
|
Apr-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6598
|
|
May-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6634
|
|
Jun-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6800
|
|
Oct-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
6806
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
6813
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
7050
|
|
Apr-16
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
7223
|
|
Jul-16
|
|
Bank Financing
|
|
A320-200N
|
|
PW1100G
|
|
8206
|
|
Dec-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8455
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8459
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8460
|
|
Sep-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8465
|
|
Sep-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8540
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8541
|
|
Nov-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8558
|
|
Nov-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8627
|
|
Dec-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8630
|
|
Dec-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8789
|
|
Mar-19
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
775
|
|
Feb-98
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
815
|
|
May-98
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
1199
|
|
Apr-00
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
1572
|
|
Aug-01
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
1734
|
|
May-02
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
1836
|
|
Nov-02
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2208
|
|
Apr-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2220
|
|
May-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2357
|
|
Dec-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2381
|
|
Feb-05
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2488
|
|
Jun-05
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A321-200
|
|
CFM56-5B
|
|
2563
|
|
Oct-05
|
|
Bank Financing
|
|
A321-200
|
|
V2500
|
|
2687
|
|
Feb-06
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2756
|
|
May-06
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3458
|
|
Apr-08
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3637
|
|
Jan-09
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3673
|
|
Jan-09
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
6201
|
|
Jul-14
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
6253
|
|
Sep-14
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28008
|
|
Feb-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28009
|
|
Mar-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28010
|
|
Oct-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28013
|
|
Oct-00
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28015
|
|
Feb-01
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28498
|
|
Mar-01
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
29346
|
|
Jan-03
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
29347
|
|
May-03
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
29356
|
|
Oct-04
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
30687
|
|
Apr-07
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
30710
|
|
Feb-07
|
|
Bank Financing
|
|
737-700
|
|
CFM56-7B
|
|
32881
|
|
Jun-02
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
33103
|
|
Jun-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
28381
|
|
May-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
28623
|
|
May-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29037
|
|
Jan-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29345
|
|
May-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29368
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29918
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29920
|
|
Sep-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30296
|
|
Feb-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30410
|
|
Oct-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30640
|
|
Dec-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30652
|
|
Dec-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30673
|
|
May-04
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30695
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30824
|
|
Mar-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
31107
|
|
Oct-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
31109
|
|
Nov-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
32796
|
|
Feb-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33030
|
|
Jun-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33104
|
|
Jun-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33453
|
|
Jul-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33597
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34000
|
|
Aug-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34242
|
|
Mar-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34409
|
|
Apr-06
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-800
|
|
CFM56-7B
|
|
34690
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34799
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34800
|
|
Oct-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35022
|
|
Jan-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35082
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35093
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35099
|
|
Nov-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35103
|
|
Nov-06
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
35106
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35134
|
|
Jan-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35138
|
|
Feb-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35149
|
|
Feb-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36573
|
|
Apr-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36808
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36814
|
|
Sep-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36821
|
|
Aug-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36826
|
|
Sep-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
36829
|
|
Oct-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
37294
|
|
Jun-12
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37519
|
|
Jan-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37532
|
|
May-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37540
|
|
Jan-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37742
|
|
Feb-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37887
|
|
Nov-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38019
|
|
May-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38494
|
|
Jan-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38686
|
|
Jan-13
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
39859
|
|
Jul-15
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
39864
|
|
Sep-15
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40580
|
|
Aug-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40581
|
|
Sep-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40584
|
|
Dec-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40713
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40744
|
|
May-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40745
|
|
Aug-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40910
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40998
|
|
Nov-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
41179
|
|
Feb-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
41398
|
|
May-14
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60499
|
|
Jul-17
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60500
|
|
Aug-17
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60501
|
|
Sep-17
|
|
Unencumbered
|
|
737-900
|
|
CFM56-7B
|
|
30412
|
|
May-03
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35679
|
|
Apr-07
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35680
|
|
May-07
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-900ER
|
|
CFM56-7B
|
|
35720
|
|
Dec-08
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35721
|
|
Feb-09
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
38683
|
|
Nov-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
484
|
|
Oct-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
575
|
|
Sep-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
588
|
|
Dec-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
609
|
|
Mar-13
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
628
|
|
Jun-13
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Wide-body Aircraft
|
A330-200
|
|
Trent 700
|
|
313
|
|
Jan-00
|
|
Unencumbered
|
|
A330-200
|
|
PW4000
|
|
324
|
|
May-00
|
|
Unencumbered
|
|
A330-200
|
|
Trent 700
|
|
526
|
|
Apr-03
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
587
|
|
Apr-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
634
|
|
Nov-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
811
|
|
Feb-07
|
|
Unencumbered
|
|
A330-200
|
|
Trent 700
|
|
1073
|
|
Dec-09
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1191
|
|
Feb-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1210
|
|
Mar-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1223
|
|
May-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1236
|
|
Jul-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1364
|
|
Nov-12
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1492
|
|
Oct-14
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
997
|
|
Mar-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1006
|
|
Apr-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1012
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1015
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
PW4000
|
|
1055
|
|
Oct-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1411
|
|
Apr-13
|
|
Bank Financing
|
|
A330-300
|
|
Trent 700
|
|
1481
|
|
Jan-14
|
|
Bank Financing
|
|
777-200ER
|
|
GE90
|
|
32705
|
|
Oct-04
|
|
Bank Financing
|
|
777-300ER
|
|
GE90
|
|
35299
|
|
Oct-07
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38886
|
|
Aug-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38888
|
|
Oct-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38889
|
|
Nov-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
41522
|
|
Mar-13
|
|
Bank Financing
|
|
|
|
|
|
|
|
|
|
|
Freighter Aircraft
|
747-400F
|
|
CF6-80C2
|
|
33749
|
|
Oct-04
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35233
|
|
Jan-07
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35236
|
|
Feb-08
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35237
|
|
Apr-08
|
|
Unencumbered
|