A
I
R
C
A
S
T
L
E
L
I
M
I
T
E
D
2
0
1
3
A
N
N
U
A
L
R
E
P
O
R
T
A N N U A L R E P O RT 2 0 13
DEAR SHAREHOLDERS:
The last year was a successful and pivotal one for Aircastle. The Company’s
cash earnings and operating results were strong, benefitting from great work
by our team, our growing portfolio and generally good market conditions.
During the year, we took important steps to manage our cargo exposure, while
making significant progress in repositioning and enhancing our portfolio, capital
structure, ownership base and the overall Company.
We executed on Aircastle’s value-oriented investment approach, which capitalizes
on buying opportunities across the commercial jet aircraft market using the
skills and versatility of our team and the flexibility of our capital structure. We
believe our success in sourcing attractive new investments over the past year
will contribute to our future earnings power. To this end, and consistent with
our commitment to sharing the Company’s sustainable earnings growth with
shareholders, our board increased the quarterly dividend in November – it’s now
double the level it was three years ago. Aircastle shareholders enjoyed total
returns of nearly 60% for the year and we enter 2014 in a strong position to
further capitalize on the strengths of our platform, a robust acquisition pipeline,
very attractive financial market conditions and a healthy demand environment
for leased aircraft.
The Year in Review
With revenue passenger kilometers increasing more than 5%, or nearly twice
the rate of global GDP growth, and with load factors at approximately 80%,
global airline demand for leased aircraft during 2013 was robust. Thanks to this
and to effective portfolio management, Aircastle produced strong operating
results and portfolio performance during the year with aircraft utilization levels
at 99% and rental yields of close to 14%.
The strength of the passenger market, however, didn’t carry over into the air
cargo sector, which is suffering from overcapacity. Following our annual fleet
review, we wrote down the value of six older 747-400 freighter aircraft, all
scheduled to come off lease into a weak placement environment by the end of
2014. Since then, we signed new leases or agreed lease extensions for three of
these units. In our view, the outlook for the air cargo sector remains challenging
for the near term, but we have a successful track record in this market, a
relatively strong customer base and we remain confident in our ability to keep
our fleet deployed.
2013 was one of Aircastle’s busiest from an operational standpoint, as our team
delivered to lessees, extended leases or sold a total of 39 aircraft. We were active
in managing our aircraft fleet, maintaining a good level of diversification, while
ensuring that cash flows remained strong. At year end, we owned 162 aircraft
leased to 64 customers in 37 countries across the globe. This activity helped
drive increased cash earnings during 2013 by 11.3% and we achieved a cash
ROE of 12.1%.
We maintained a disciplined, value-oriented investment approach and purchased
a total of 25 aircraft for nearly $1.5 billion in 2013. A majority of this investment
activity related to relatively new wide-body aircraft such as Boeing 777s and
Airbus A330s, where we were able to acquire aircraft on long-term leases with
high quality operators. We also remained an active buyer of mid-aged current
technology narrow-bodies from the earlier part of the production run, where
cash yields are higher and where we believe residual value risk is lower.
Our investment efforts, combined with nearly $550 million in asset sales,
allowed us to continue transforming and enhancing our portfolio during 2013.
This sales activity, which generated gains of $37 million last year, included three
young A330 freighters, several wide-body passenger aircraft and more than a
dozen out of production aircraft, which we are successfully transitioning out
of our portfolio. Our aircraft sales, during the year, highlight the Company’s
ability to capture value in the market as we exit from older aircraft, often
times through part-out dispositions where the airframes, engines and major
components are sold to different buyers. The sales also demonstrate the big
role that asset dispositions had in terms of portfolio management. At the end
of 2013, freighter aircraft accounted for 19% of the net book value of our
flight equipment, down from 31% three years ago, while “classic generation”
passenger aircraft are down to only five percent.
During 2013, we entered into two strategic partnerships that we believe
will enhance Aircastle’s competiveness and further capitalize on the value
of our platform. First, in July we sold a 15.25% interest in the Company to
Marubeni, one of Japan’s premier trading firms, for $209 million, making
them our largest shareholder. With a history spanning more than 150 years,
deep experience in the aerospace market and a presence in 65 countries,
Marubeni’s investment strengthens our prospects with airlines, aerospace
suppliers and financial institutions both in Asia and across the world and we
intend to pursue these opportunities.
Second, during December we entered into an aircraft leasing joint venture
with Ontario Teachers’ Pension Plan, which has $130 billion in assets under
management and is our second biggest shareholder. The joint venture with
Teachers’ enables the Company to pursue larger transactions and better manage
portfolio exposures, while benefitting from our transaction origination and
portfolio management capabilities. We initiated this partnership by selling it
two new Airbus A330 aircraft leased to Garuda, Indonesia’s flag carrier and
an important Aircastle customer. We will continue managing these aircraft on
behalf of the joint venture.
Over the course of the year, we furthered the transformation of our capital
structure to achieve a balance between secured and unsecured debt, while
maintaining strong debt to equity and other credit metrics. In doing so, Aircastle
increased the unencumbered assets on our books to $3.3 billion at year end
2013. This transformation, which began during the Global Financial Crisis, has
seen the Company diversify its debt funding sources to include not only several
top international aerospace banks but also leading bond investors. For example,
during the year we issued $400 million in unsecured notes and enlarged the
Company’s unsecured revolving line of credit to $335 million. These transactions
provide flexible capital to complement our investment strategy. Over the past
three years, we’ve raised more than $3 billion in financing.
Looking Ahead
Aircastle is off to a great start in 2014. We began the year by agreeing to
enter into a $900 million purchase and lease back of eight Boeing 777-300ER
aircraft with LATAM, South America’s largest airline group and one of the world’s
premier airlines. With this important transaction, we are assisting LATAM by
providing a complete solution for its 777-300ER fleet transition program while
acquiring very attractive, well priced assets, which we believe we will be able to
remarket before newer generation aircraft are available. This transaction plays to
Aircastle’s strengths as an expert asset manager with a flexible capital structure.
We will remain disciplined, value-oriented buyers and target investments
where we believe we can achieve cash returns on equity of at least 15%, while
providing an acceptable risk profile. For 2014, we established an initial $1 billion
investment target. We’re well on our way to achieving this, given that we expect
to complete approximately $700 million of new investments in the first half of
the year, including the first four aircraft from the LATAM transaction. Having
purchased aircraft from more than 65 different sellers across the globe, we also
plan to continue to build on our track record of sourcing investments broadly,
seeking out the most attractive opportunities.
In an effort to capitalize on extremely attractive financial market conditions, we
intend to pursue opportunities to further improve our capital structure both in
the bank and bond markets. However, we believe these same forces may also
drive more investors into the aircraft leasing sector. This, in our view, together
with a very low interest rate environment, will put upward pressure on aircraft
prices. To this end, we hope to capitalize on sales opportunities as they arise in
the market, beyond our ongoing end-of-life aircraft disposition efforts, which
are also benefitting from strong demand.
For 2014, one of our priorities will also be to develop our strategic relationship
with Marubeni and explore ways to continue to build on our aircraft leasing joint
venture with Teachers’. We believe these strong shareholder partnerships offer
exciting new business opportunities around the world for Aircastle and they
make us a better company.
With strong lease demand and most of our placement needs already addressed
for the year, we are optimistic about the Company’s cash flow generating ability
for 2014. Indeed, we will remain focused on increasing cash returns and adjusted
earnings while managing the Company with a long-term horizon. During 2013,
we increased our cash dividend by 21% and we remain committed to sharing
the growth in our sustainable earnings base with our shareholders in the form
of dividends.
This is an exciting time for Aircastle. Thank you for your support.
Sincerely,
Ron Wainshal
Chief Executive Officer, Aircastle Limited
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2013
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 001-32959
AIRCASTLE LIMITED
(Exact name of Registrant as Specified in its Charter)
Bermuda
(State or other Jurisdiction of
Incorporation or organization)
98-0444035
(I.R.S. Employer
Identification No.)
300 First Stamford Place, 5th Floor, Stamford, Connecticut 06902
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (203) 504-1020
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Shares, par value $.01 per share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
No
No
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the Registrant’s Common Shares based upon the closing price on the New York Stock Exchange on June 28, 2013 (the last business
day of registrant’s most recently completed second fiscal quarter), beneficially owned by non-affiliates of the Registrant was approximately $1,064.4 million. For
purposes of the foregoing calculation, which is required by Form 10-K, the Registrant has included in the shares owned by affiliates those shares owned by directors
and executive officers and shareholders owning 10% or more of the outstanding common shares of the Registrant, and such inclusion shall not be construed as an
admission that any such person is an affiliate for any purpose.
No
As of February 14, 2014, there were 80,767,562 outstanding shares of the registrant’s common shares, par value $0.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Documents of Which Portions
Are Incorporated by Reference
Parts of Form 10-K into Which Portion
Of Documents Are Incorporated
Proxy Statement for Aircastle Limited
2014 Annual General Meeting of Shareholders
Part III
(Items 10, 11, 12, 13 and 14)
TABLE OF CONTENTS
Page
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART I
PART II
Item 5.
Item 6.
Item 7.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
SIGNATURES
1
9
28
28
29
29
31
34
37
69
69
70
70
72
73
73
73
73
73
74
S - 1
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain items in this Annual Report on Form 10-K (this “report”), and other information we provide from time to time,
may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
including, but not necessarily limited to, statements relating to our ability to acquire, sell, lease or finance aircraft, raise
capital, pay dividends, and increase revenues, earnings, EBITDA, Adjusted EBITDA and Adjusted Net Income and the
global aviation industry and aircraft leasing sector. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,”
“believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar
expressions are intended to identify such forward-looking statements. These statements are based on management's current
expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from
those described in the forward-looking statements; Aircastle can give no assurance that its expectations will be attained.
Accordingly, you should not place undue reliance on any forward-looking statements contained in this report. Factors that
could have a material adverse effect on our operations and future prospects or that could cause actual results to differ
materially from Aircastle expectations include, but are not limited to, capital markets disruption or volatility which could
adversely affect our continued ability to obtain additional capital to finance new investments or our working capital needs;
government fiscal or tax policies, general economic and business conditions or other factors affecting demand for aircraft
or aircraft values and lease rates; our continued ability to obtain favorable tax treatment in Bermuda, Ireland and other
jurisdictions; our ability to pay dividends; high or volatile fuel prices, lack of access to capital, reduced load factors and/or
reduced yields, operational disruptions caused by political unrest and other factors affecting the creditworthiness of our
airline customers and their ability to continue to perform their obligations under our leases and other risks detailed from
time to time in Aircastle's filings with the Securities and Exchange Commission (“SEC”), including as described in Item 1A.
“Risk Factors” and elsewhere in this report. In addition, new risks and uncertainties emerge from time to time, and it is not
possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those
contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this report.
Aircastle expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances
on which any statement is based.
WEBSITE AND ACCESS TO COMPANY’S REPORTS
The Company’s Internet website can be found at www.aircastle.com. Our annual reports on Forms 10-K, quarterly
reports on Forms 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website under “Investors — SEC Filings”
as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Statements and information concerning our status as a Passive Foreign Investment Company (“PFIC”) for U.S.
taxpayers are also available free of charge through our website under “Investors — SEC Filings”.
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Board of Directors committee
charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate
Governance Committee) are available free of charge through our website under “Investors — Corporate Governance”. In
addition, our Code of Ethics for the Chief Executive and Senior Financial Officers, which applies to our Chief Executive
Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller, is available in print, free of charge, to
any shareholder upon request to Investor Relations, Aircastle Limited, c/o Aircastle Advisor LLC, 300 First Stamford Place,
5th Floor, Stamford, Connecticut 06902.
The information on the Company’s website is not part of, or incorporated by reference, into this report, or any other
report we file with, or furnish to, the SEC.
ITEM 1. BUSINESS
PART I.
Unless the context suggests otherwise, references in this report to “Aircastle,” the “Company,” “we,” “us,” or “our”
refer to Aircastle Limited and its subsidiaries. References in this report to “AL” refer only to Aircastle Limited. References
in this report to “Aircastle Bermuda” refer to Aircastle Holding Corporation Limited and its subsidiaries. Throughout this
report, when we refer to our aircraft, we include aircraft that we have transferred into grantor trusts or similar entities for
purposes of financing such assets through securitizations and term financings. These grantor trusts or similar entities are
consolidated for purposes of our financial statements. All amounts in this report are expressed in U.S. dollars and the
financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).
We acquire, lease, and sell commercial jet aircraft with large, global operator bases and long useful lives. As of
December 31, 2013, our aircraft portfolio consisted of 162 aircraft leased to 64 lessees located in 37 countries. Our aircraft
fleet is managed by an experienced team based in the United States, Ireland and Singapore. Typically, our aircraft are subject
to net leases whereby the lessee is generally responsible for maintaining the aircraft and paying operational, maintenance
and insurance costs, although in a majority of cases, we are obligated to pay a portion of specified maintenance or modification
costs. From time to time, we also make investments in other aviation assets, including debt investments secured by commercial
jet aircraft. As of December 31, 2013, the net book value of our flight equipment and finance lease aircraft was $5.19 billion
compared to $4.78 billion at the end of 2012. Our revenues and net income for the year ended December 31, 2013 were
$708.6 million and $29.8 million respectively, and for the fourth quarter 2013 were $192.0 million and $48.4 million,
respectively.
Commercial air travel and air freight activity have been long-term growth sectors, broadly correlated with world
economic activity and expanding at a rate of one to two times the rate of global GDP growth. The expansion of air travel
has driven a rise in the world aircraft fleet. There are currently more than 17,000 commercial mainline passenger and freighter
aircraft in operation worldwide. This fleet is expected to continue expanding at an average annual rate, net of retirements,
of approximately 3.6% through 2032. In addition, aircraft leasing companies own an increasing share of the world’s
commercial jet aircraft, and now account for more than one-third of this fleet.
Notwithstanding the sector’s long-term growth, the aviation markets have been, and are expected to remain, subject
to economic cyclicality. The industry is also susceptible to external shocks, such as regional conflicts, terrorist events and
to disruptions caused by severe weather events and other natural phenomena. Mitigating these risks is the portability of the
assets, allowing aircraft to be redeployed in locations where demand is higher.
Air traffic data for 2013 showed a strengthening trend in passenger market growth. Air cargo traffic showed slow and
steady improvement with a pick-up in world trade and economic growth during the second half of the year. According to
the International Air Transport Association, during 2013 global passenger traffic increased by 5.2% and air cargo traffic,
measured in freight ton kilometers, increased by 1.4% as compared to the same period in 2012. Passenger traffic growth
was strong for most of 2013 driven by rising economic growth and business confidence. The air cargo market, which is
more sensitive than the passenger sector to economic conditions, appears to have stabilized after weak performances in 2012
and 2011. The air cargo results were hampered by overcapacity and a muted response to a global economic rebound.
There are significant regional variations in both passenger and air cargo demand. Emerging market economies such
as China, Turkey, and Indonesia, among others, have been experiencing significant increases in air traffic, driven by rising
levels of per capita air travel. Air traffic in other regions such as the Middle East, is being driven by a more long-term
structural change in global traffic flows, with more long-haul "hub and spoke" traffic flowing through the Persian Gulf. In
contrast, more mature markets such as North America and Western Europe are likely to grow more slowly in tandem with
their economies. Additionally, airlines operating in areas with political instability have seen more modest growth and their
outlook is more uncertain. In aggregate, we believe that passenger and cargo traffic will likely increase over time, and as a
result, we expect demand for modern, fuel efficient aircraft will continue to remain strong over the long-term.
Capital availability for aircraft has varied over time, but has improved over the past year as the world's debt and equity
markets continued their recovery. Strong US debt capital markets conditions benefited certain borrowers by permitting
access to financing at historic lows while higher fees have driven down export credit agency ("ECA") demand. Commercial
bank debt continued to play a critical role in the air finance market with traditional aviation lenders, along with a number
of new entrants, providing capacity to top tier airlines and lessors. Although financing for used aircraft has improved relative
to the prior year as bank lenders and bond investors seek higher returns on investments, absolute levels of capacity remain
1
low compared to new aircraft financing opportunities. We believe these market forces should generate attractive new
investment and trading opportunities upon which we are well placed to capitalize given our access to the U.S. capital markets.
We intend to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels; however,
our ability to pay quarterly dividends will depend upon many factors, including those described in Item 1A. “Risk Factors”,
and elsewhere in this report. Through the fourth quarter of 2013, the Company has paid dividends in 30 consecutive quarters.
The table below is a summary of our quarterly dividend history for the years ended December 31, 2011, 2012 and 2013,
respectively. These dividends may not be indicative of the amount of any future dividends.
Declaration Date
Dividend
per Common
Share
Aggregate
Dividend
Amount
(Dollars in Thousands)
December 6, 2010
March 8, 2011
June 27, 2011
September 14, 2011
November 7, 2011
February 17, 2012
May 2, 2012
August 1, 2012
November 5, 2012
February 18, 2013
May 1, 2013
August 2, 2013
October 29, 2013
Competitive Strengths
$
$
$
$
$
$
$
$
$
$
$
$
$
0.100
0.100
0.125
0.125
0.150
0.150
0.150
0.150
0.165
0.165
0.165
0.165
0.200
$
$
$
$
$
$
$
$
$
$
$
$
$
7,964
7,857
9,364
9,035
10,839
10,865
10,847
10,464
11,493
11,268
11,297
13,330
16,163
Record Date
Payment Date
December 31, 2010
January 14, 2011
March 31, 2011
July 7, 2011
April 15, 2011
July 15, 2011
September 30, 2011
October 14, 2011
November 30, 2011
December 15, 2011
February 29, 2012
March 15, 2012
May 31, 2012
June 15, 2012
August 31, 2012
September 14, 2012
November 30, 2012
December 14, 2012
March 4, 2013
May 31, 2013
March 15, 2013
June 14, 2013
August 30, 2013
September 13, 2013
November 29, 2013
December 13, 2013
We believe that the following competitive strengths will allow us to capitalize on future growth opportunities in the
global aviation industry:
•
• Flexible, disciplined acquisition approach and broad investment sourcing network. We evaluate the risk and
return of any potential acquisition first as a discrete investment and then from a portfolio management perspective.
To evaluate potential acquisitions, we employ a rigorous due diligence process focused on (i) cash flow generation
with careful consideration of macro trends, industry cyclicality and product life cycles; (ii) aircraft specifications
and maintenance condition; (iii) lessee credit worthiness and the local jurisdiction’s rules for enforcing a lessor’s
rights; and (iv) other legal and tax implications. We source our acquisitions through well-established relationships
with airlines, other aircraft lessors, financial institutions and other aircraft owners. Since our formation in 2004,
we have built our aircraft portfolio through more than 105 transactions with more than 65 counterparties.
Strong capital raising track record and access to a wide range of financing sources. Aircastle is a publicly
listed company and our shares trade on the New York Stock Exchange. Since our inception in late 2004, we have
raised approximately $1.7 billion in equity capital from private and public investors as well as approximately
$9.7 billion in debt capital for both growth and refinancing purposes. This debt capital has been sourced from a
wide variety of providers demonstrating our funding expertise and flexibility in adapting to changing capital
markets conditions. In addition to our capital raising in the export credit agency-backed debt, commercial bank
debt and the aircraft securitization markets for secured debt, we believe our access to the unsecured bond market
continues to be a competitive differentiator. Additionally, we have expanded our shareholder base to include two
long-term oriented international investors, Marubeni Corporation and Ontario Teachers' Pension Plan ("Teachers'
").
• Our capital structure is long-dated and provides investment flexibility. Our aircraft are currently financed under
secured and unsecured debt financings with the earliest unsecured bond maturity date being in 2017, thereby
limiting our near-term financial markets exposure on our owned aircraft portfolio. As such, we are free to deploy
our capital base flexibly to take advantage of what we anticipate will be a more attractive investment environment.
We also believe that our access to the unsecured bond market and our recently increased unsecured revolving
2
line of credit, which are to some degree enabled by our large unencumbered asset base, allow us to pursue a
flexible and opportunistic investment strategy.
•
• Experienced management team with significant expertise. Our management team has significant experience
in the acquisition, leasing, financing, technical management, restructuring/repossession and sale of aviation assets.
Additionally, most of our executive management team have worked together for more than five years. Our
experience enables us to access a wide array of placement opportunities throughout the world and also pursue
efficiently a broad range of potential investments and sales opportunities in the global aviation industry. With
extensive industry contacts and relationships worldwide, we believe our management team is highly qualified to
manage and grow our aircraft portfolio and to address our long-term capital needs.
Significant experience in successfully selling aircraft throughout their life cycle. Since our formation, we have
sold 60 aircraft with a gross purchase price in excess of $1.5 billion. These sales have generated total gains of
approximately $110 million and have involved a wide range of aircraft types and buyers. In addition to sales of
newer aircraft, we've also sold 37 aircraft 15 or more years old at the time of sale, with many of these being sold
on an end-of-life, part-out disposition basis, where the airframe and engines (and other key components) are sold
to different buyers. We believe this sales experience with older aircraft is an essential portfolio management skill.
• Diversified portfolio of modern aircraft. We have a portfolio of modern aircraft that is diversified with respect
to lessees, geographic markets, end markets (i.e., passenger and freight), lease maturities and aircraft types. As
of December 31, 2013, our aircraft portfolio consisted of 162 aircraft comprising a variety of passenger and
freighter aircraft types that were leased to 64 lessees located in 37 countries. Our lease expirations are well
dispersed, with a weighted average remaining lease term of 5.0 years for aircraft we owned at December 31,
2013. Over the next two years, only approximately 15% of our fleet by net book value has scheduled lease
expirations, after taking into account lease commitments, providing the company with a long-dated base of
contracted revenues. We believe our focus on portfolio diversification reduces the risks associated with individual
lessee defaults and adverse geopolitical or economic issues, and results in generally predictable cash flows.
• Global and scalable business platform. We operate through offices in the United States, Ireland and Singapore,
using a modern asset management system designed specifically for aircraft operating lessors and capable of
handling a significantly larger aircraft portfolio. We believe that our facilities, systems and personnel currently
in place are capable of supporting an increase in our revenue base and asset base without a proportional increase
in overhead costs.
Business Strategy
The overall financing environment has improved in recent years and aircraft owners generally have benefited from
the low interest rate environment. Particularly strong conditions in the debt capital markets have provided select borrowers
including Aircastle with access to attractively priced, flexible financing that gives them a competitive advantage over airlines
and lessors that lack similar access. Moreover, traditional asset-based financing for aircraft from commercial banks remains
limited, particularly for older aircraft.
We plan to grow our business and profits over the long-term by continuing to employ the following elements of our
fundamental business strategy:
• Pursuing a disciplined, "value oriented" investment strategy. In our view, the relative values of different aircraft
investments change over time. As a consequence, we maintain a "value oriented" investment strategy to seek out
the best risk-adjusted return opportunities across the commercial jet market. To this end, we carefully evaluate
investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices
periodically as market conditions and relative investment values change. In this respect, we believe the financing
flexibility offered through unsecured debt enables our value oriented strategy and provides us with a competitive
advantage for many investment opportunities. We believe this approach is somewhat unique among the larger
aircraft leasing companies.
Investing in additional commercial jet aircraft and other aviation assets when attractively priced opportunities
and cost effective financing are available. We believe the large and growing aircraft market, together with ongoing
fleet replacements, will provide significant acquisition opportunities. We regularly evaluate potential aircraft
acquisitions and expect to continue our investment program through additional purchases when attractively priced
opportunities and cost effective financing are available.
•
• Maintaining efficient access to capital from a wide range of sources. We believe the aircraft investment market
is subject to forces related to the business cycle and , out strategy is to increase our purchase activity when prices
3
•
are low and to emphasize asset sales when competition for assets is high. In order to implement this approach,
we believe maintaining access to a wide variety of financing sources over the business cycle is very important.
To that end, our strategy is to maintain corporate credit ratings from major ratings agencies, manage to strong
credit metrics, own a large pool of unencumbered assets and increase our asset base so as to maintain good access
to capital during a variety of business conditions.
Selling assets when attractive opportunities arise and for portfolio management purposes. We pursue asset
sales as opportunities arise over the course of the business cycle with the aim of realizing profits and reinvesting
proceeds where more accretive investments are available. We also use asset sales for portfolio management
purposes such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft
types and also to exit from an investment when a sale or part-out would provide the greatest expected cash flow
for us.
•
• Leveraging our efficient operating platform and strong operating track record. We believe our team's
capabilities in the global aircraft leasing market place us in a favorable position to source and manage new income-
generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive
advantages, including new direct investments as well as ventures with strategic business partners.
Intending to pay quarterly dividends to our shareholders based on the Company's sustainable earnings levels.
However our ability to pay quarterly dividends will depend upon many factors, including those as described in
Item 1A. “Risk Factors”, and elsewhere in this report. On October 29, 2013, our board of directors declared a
regular quarterly dividend of $0.20 per common share, or an aggregate of $16.2 million for the three months
ended December 31, 2013, which was paid on December 13, 2013 to holders of record on November 29, 2013.
These dividends may not be indicative of the amount of any future dividends.
We also believe our team’s capabilities in the global aircraft leasing market place us in a favorable position to explore
new income-generating activities as capital becomes available for such activities. We intend to continue to focus our efforts
on investment opportunities in areas where we believe we have competitive advantages and on transactions that offer
attractive risk/return profiles after taking into consideration available financing options. In any case, there can be no assurance
that we will be able to access capital on a cost-effective basis, and a failure to do so could have a material adverse effect on
our business, financial condition or results of operations.
Acquisitions and Sales
We originate acquisitions and sales through well-established relationships with airlines, other aircraft lessors, financial
institutions and brokers, as well as other sources. We believe that sourcing such transactions both globally and through
multiple channels provides for a broad and relatively consistent set of opportunities.
Our objective is to develop and maintain a diverse and stable operating lease portfolio; however, we review our
operating lease portfolio periodically to sell aircraft opportunistically, to manage our portfolio diversification and to exit
from aircraft investments when we believe that selling will achieve the maximum expected cash flow rather than reinvesting
in and re-leasing the aircraft. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations
— Overview — Acquisitions and Sales.”
We have an experienced acquisitions and sales team based in Stamford, Connecticut; Dublin, Ireland and Singapore
that maintains strong relationships with a wide variety of market participants throughout the world. We believe that our
seasoned personnel and extensive industry contacts facilitate our access to acquisition and sales opportunities and that our
strong operating track record facilitates our access to debt and equity capital markets.
Potential investments and sales are evaluated by teams comprised of marketing, technical, credit, financial and legal
professionals. These teams consider a variety of aspects before we commit to purchase or sell an aircraft, including price,
specification/configuration, age, condition and maintenance history, operating efficiency, lease terms, financial condition
and liquidity of the lessee, jurisdiction, industry trends and future redeployment potential and values, among other factors.
We believe that utilizing a cross-functional team of experts to consider the investment parameters noted above will help us
assess more completely the overall risk and return profile of potential acquisitions and will help us move forward expeditiously
on letters of intent and acquisition documentation. Our letters of intent are typically non-binding prior to internal approval,
and upon internal approval are binding subject to the fulfillment of customary closing conditions.
4
Finance
We intend to fund new investments through cash on hand, cash flows from operations and through medium - to longer-
term financings on a secured or unsecured basis. We may repay all or a portion of such borrowings from time to time with
the net proceeds from subsequent long-term debt financings, additional equity offerings, cash generated from operations
and asset sales. Therefore, our ability to execute our business strategy, particularly the acquisition of additional commercial
jet aircraft or other aviation assets, depends to a significant degree on our ability to obtain additional debt and equity capital
on terms we deem attractive.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
Resources — Secured Debt Financings” and ”Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Liquidity and Capital Resources — Unsecured Debt Financings.”
Segments
We operate in a single segment.
Aircraft Leases
Typically, we lease our aircraft on an operating lease basis. Under an operating lease, we retain the benefit, and bear
the risk, of re-leasing and of the residual value of the aircraft upon expiration or early termination of the lease. Operating
leasing can be an attractive alternative to ownership for airlines because leasing increases fleet flexibility, requires a lower
capital commitment for the airline, and significantly reduces aircraft residual value risk for the airline. Under our leases, the
lessees agree to lease the aircraft for a fixed term, although certain of our operating leases allow the lessee the option to
extend the lease for an additional term or, in rare cases, terminate the lease prior to its expiration. As a percentage of lease
rental revenue for the year ended December 31, 2013, our three largest customers, Martinair (including its affiliates, KLM,
Transavia and Transavia France), South African Airways Pty. Ltd. and US Airways, Inc., accounted for 8%, 6% and 5%,
respectively.
The scheduled maturities of our aircraft leases by aircraft type grouping currently are as follows, taking into account
lease placement and renewal commitments as of December 31, 2013:
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Off-
Lease(2)
Total
A319/A320/A321
A330-200/300
737-300QC/400
737-700/800
747-400 Freighters
757-200
767-200ER/300ER
777-200ER/300ER
E195
Other Aircraft Types
Total
_______ _______
6
—
5
10 (1)
2
1
1
—
—
—
25 (1)
8
—
4
8
—
1
—
11
3
1
9
1
1
1
— —
5
11
2 — —
2 — — —
1
2
1
4 — —
2
1 — — —
— — — —
4
5
5
1
1
8
1
4
— — — —
3 — —
—
2 — —
1 — —
— — — —
2
2
2
1 — — —
1 — —
1 — —
— — — — — —
— —
1
2 — —
1 — —
— — — —
23
27
33
19
5
7
8
2
1
7
1
4
—
2
—
—
—
—
—
1
—
—
3
—
—
—
—
2
—
—
—
—
—
2
34
26
11
44
15
9
10
5
5
3
162
(1)
Includes three Boeing 737-800 aircraft with scheduled lease expirations in 2013 that remain on lease during the transition process to a
new customer which we expect to occur in the first quarter of 2014.
(2)
Includes two Boeing 747-400 converted freighter aircraft, one of which is subject to a commitment to lease and the other is being marketed.
5
2013 Lease Expirations and Lease Placements
We started 2013 with 19 aircraft having scheduled lease expirations in 2013 and we have leased, extended or sold all
of these aircraft. During 2013 we also terminated nine leases prior to scheduled expiration, and we leased or sold seven of
these aircraft. We repossessed the remaining two aircraft in the fourth quarter of 2013. One is subject to a commitment to
lease and we are marketing the other aircraft.
2014 Lease Expirations and Lease Placements
We began the year with 25 aircraft having scheduled lease expirations in 2014, including three aircraft from 2013 that
remain on lease during the transition process to a new customer, and with one off-lease aircraft that we repossessed in the
fourth quarter of 2013. We have sold, leased or have lease or sale commitments for ten of these aircraft, leaving 16 aircraft
representing 5.2% of our net book value of flight equipment (including flight equipment held for lease and net investment
in finance leases) at December 31, 2013 to market for lease or sale. We expect to sell ten of these aircraft, representing 2.3%
of such net book value of flight equipment and the remaining six are expected to be placed on lease during 2014.
2015-2018 Lease Expirations and Lease Placements
Taking into account lease and sale commitments, we currently have the following number of aircraft with lease
expirations scheduled in the period 2015-2018 representing the percentage of our net book value of flight equipment
(including flight equipment held for lease and net investment in finance leases) at December 31, 2013 specified below:
• 2015: 23 aircraft, representing 8%;
• 2016: 27 aircraft, representing 12%;
• 2017: 33 aircraft, representing 23%; and
• 2018: 19 aircraft, representing 12%.
Lease Payments and Security. Each of our leases requires the lessee to pay periodic rentals during the lease term.
As of December 31, 2013, rentals on more than 92% of our leases then in effect, as a percentage of net book value, are fixed
and do not vary according to changes in interest rates. For the remaining leases, rentals are payable on a floating interest-
rate basis. Most lease rentals are payable either monthly or quarterly in advance, and all lease rentals are payable in
U.S. dollars.
Under our leases, the lessee must pay operating expenses accrued or payable during the term of the lease, which would
normally include maintenance, overhaul, fuel, crew, landing, airport and navigation charges, certain taxes, licenses, consents
and approvals, aircraft registration and insurance premiums. Typically, under an operating lease, the lessee is required to
make payments for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These
maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and
are required to be made monthly in arrears or at the end of the lease term. Our determination of whether to permit a lessee
to make maintenance payments at the end of the lease term, rather than requiring such payments to be made monthly, depends
on a variety of factors, including the creditworthiness of the lessee, the amount of security deposit which may be provided
by the lessee and market conditions at the time. If a lessee is making monthly maintenance payments, we would typically
be obligated to use the funds paid by the lessee during the lease term to reimburse the lessee for costs they incur for heavy
maintenance, overhaul or replacement of certain high-value components, usually shortly following completion of the relevant
work. If a lease requires end of lease term maintenance payments, typically the lessee would be required to pay us for its
utilization of the aircraft during the lease; however, in some cases, we may owe a net payment to the lessee in the event
heavy maintenance is performed and paid for by the lessee during the lease term and the aircraft is returned to us in better
condition than at lease inception.
Many of our leases also contain provisions requiring us to pay a portion of the cost of modifications to the aircraft
performed by the lessee at its expense, if such modifications are mandated by recognized airworthiness authorities. Typically,
these provisions would set a threshold, below which the lessee would not have a right to seek reimbursement and above
which we may be required to pay a portion of the cost incurred by the lessee. The lessees are obliged to remove liens on the
aircraft other than liens permitted under the leases.
6
Our leases generally provide that the lessees’ payment obligations are absolute and unconditional under any and all
circumstances and require lessees to make payments without withholding payment on account of any amounts the lessor
may owe the lessee or any claims the lessee may have against the lessor for any reason, except that under certain of the
leases a breach of quiet enjoyment by the lessor may permit a lessee to withhold payment. The leases also generally include
an obligation of the lessee to gross up payments under the lease where lease payments are subject to withholding and other
taxes, although there may be some limitations to the gross up obligation, including provisions which do not require a lessee
to gross up payments if the withholdings arise out of our ownership or tax structure. In addition, changes in law may result
in the imposition of withholding and other taxes and charges that are not reimbursable by the lessee under the lease or that
cannot be so reimbursed under applicable law. Lessees may fail to reimburse us even when obligated under the lease to do
so. Our leases also generally require the lessee to indemnify the lessor for tax liabilities relating to the leases and the aircraft,
including in most cases, value added tax and stamp duties, but excluding income tax or its equivalent imposed on the lessor.
Portfolio Risk Management
Our objective is to build and maintain an operating lease portfolio which is balanced and diversified and delivers
returns commensurate with risk. We have portfolio concentration objectives to assist in portfolio risk management and
highlight areas where action to mitigate risk may be appropriate, and take into account the following:
•
•
•
•
•
individual lessee exposures;
geographic concentrations;
aircraft type concentrations;
portfolio credit quality distribution; and
lease maturity distribution.
We have a risk management team which undertakes detailed credit due diligence on lessees when aircraft are being
acquired with a lease already in place and for placement of aircraft with new lessees following lease expiration or termination.
Lease Management and Remarketing
Our aircraft re-leasing strategy is to develop opportunities proactively, well in advance of scheduled lease expiration,
to enable consideration of a broad set of alternatives, including passenger or freighter deployments, or part-out or other
sales, and to allow for reconfiguration or maintenance lead times where needed. We also take a proactive approach to
monitoring the credit quality of our customers, and seek early return and redeployment of aircraft if we feel that a lessee is
unlikely to perform its obligations under a lease. We have invested significant resources in developing and implementing
what we consider to be state-of-the-art lease management information systems and processes to enable efficient management
of aircraft in our portfolio.
Other Aviation Assets and Alternative New Business Approaches
As of December 31, 2013, our overall portfolio of assets consists of commercial jet aircraft. We believe the lack of
traditional aviation bank debt capacity with respect to financing mid-age, current technology aircraft may present attractive
aircraft and debt investment opportunities, including our own securities, although financing for such acquisitions may be
limited and more costly than in the past. Additionally, we believe that investment opportunities may arise in such sectors as
jet engine and spare parts leasing and financing and commercial turboprop aircraft and helicopter leasing and financing. In
the future, we may make opportunistic investments in these or other sectors or in other aviation-related assets and we intend
to continue to explore other income-generating activities and investments. We established a joint venture with Teachers' in
December 2013 in order to leverage our experience and contacts that will invest in leased aircraft, provided that capital is
available to fund such investments on attractive terms. The joint venture's first investment is two A330 family aircraft
manufactured in 2013 that we sold to the joint venture. Teachers' holds more that 5% of our common shares and therefore,
the joint venture and the sale of the aircraft are related party transactions under our related party policy and were approved
by our Audit Committee.
We believe we have a world class servicing platform and may also pursue opportunities to capitalize on these capabilities
such as providing aircraft management services for third party aircraft owners.
7
Competition
The aircraft leasing and trading industry is highly competitive with a significant number of active participants. We
face competition at several different levels for the acquisition of aircraft from airlines and other aircraft owners, for the
placement of aircraft on lease with airlines and for buyers of aircraft assets which we may wish to divest.
Competition for aircraft acquisitions comes from large established aircraft leasing companies, smaller players, and
new entrants. Larger lessors are generally more focused on acquiring new aircraft and include companies such as GE
Commercial Aviation Services, International Lease Finance Corporation ("ILFC"), AerCap Holdings NV ("AerCap"), Air
Lease Corporation, Aviation Capital Group, CIT Aerospace, AWAS, SMBC Aviation Capital, BOC Aviation, FLY Leasing,
Ltd. and Avolon. Competition for mid-aged and older aircraft typically comes from smaller players that, in many cases, rely
on private equity or hedge fund capital sources. Such competitors include Guggenheim Aviation Partners, Volito, Deucalion,
Oak Hill Aviation and AerSale. The improvement in financial markets conditions over the past three years has increased
competition across most asset types.
On December 16, 2013 AerCap announced it would acquire 100% of the common stock of ILFC, a wholly owned
subsidiary of American International Group, creating, by some measures, the largest aircraft leasing company. The transaction
is expected to close in the second quarter of 2014.
Competition for leasing or re-leasing of aircraft, as well as aircraft sales is based principally upon the availability, type
and condition of aircraft, lease rates, prices and other lease terms. Aircraft manufacturers, airlines and other operators,
distributors, equipment managers, leasing companies, financial institutions and other parties engaged in leasing, managing,
marketing or remarketing aircraft compete with us, although their focus may be on different market segments and aircraft
types.
Some of our competitors have, or may obtain, greater financial resources than us and may have a lower cost of capital.
A number also place speculative orders for new aircraft, to be placed on operating lease upon delivery from the manufacturer
in competition with new and used aircraft offered by other lessors. However, we believe that we are able to compete favorably
in aircraft acquisition, leasing and sales activities due to the reputation and experience of our management, our extensive
market contacts and our expertise in sourcing and acquiring aircraft. We also believe our access of unsecured capital markets
debt provides us with a competitive advantage in acquiring mid-aged aircraft.
Employees
We operate in a capital intensive, rather than a labor intensive, business. As of December 31, 2013, we had
96 employees. None of our employees are covered by a collective bargaining agreement and we believe that we maintain
excellent employee relations. We provide certain employee benefits, including retirement benefits, and health, life, disability
and accident insurance plans.
Insurance
We require our lessees to carry airline general third-party legal liability insurance, all-risk aircraft hull insurance (both
with respect to the aircraft and with respect to each engine when not installed on our aircraft) and war-risk hull and legal
liability insurance. We are named as an additional insured on liability insurance policies carried by our lessees, and we or
one of our lenders would typically be designated as a loss payee in the event of a total loss of the aircraft. We maintain
contingent hull and liability insurance coverage with respect to our aircraft which is intended to provide coverage for certain
risks, including the risk of cancellation of the hull or liability insurance maintained by any of our lessees without notice to
us, but which excludes coverage for other risks such as the risk of insolvency of the primary insurer or reinsurer.
We maintain insurance policies to cover non-aviation risks related to physical damage to our equipment and property,
as well as with respect to third-party liabilities arising through the course of our normal business operations (other than
aircraft operations). We also maintain limited business interruption insurance to cover a portion of the costs we would expect
to incur in connection with a disruption to our main facilities, and we maintain directors’ and officers’ liability insurance
providing coverage for liabilities related to the service of our directors, officers and certain employees. Consistent with
industry practice, our insurance policies are generally subject to deductibles or self-retention amounts.
We believe that the insurance coverage currently carried by our lessees and by Aircastle provides adequate protection
against the accident-related and other covered risks involved in the conduct of our business. However, there can be no
assurance that we have adequately insured against all risks, that lessees will at all times comply with their obligations to
8
maintain insurance, that our lessees’ insurers and re-insurers will be or will remain solvent and able to satisfy any claims,
that any particular claim will ultimately be paid or that we will be able to procure adequate insurance coverage at commercially
reasonable rates in the future.
Government Regulation
The air transportation industry is highly regulated; however, we generally are not directly subject to most of these
regulations because we do not operate aircraft. In contrast, our lessees are subject to extensive, direct regulation under the
laws of the jurisdictions in which they are registered and under which they operate. Such laws govern, among other things,
the registration, operation and maintenance of our aircraft. Our customers may also be subject to noise or emissions regulations
in the jurisdictions in which they operate our aircraft. For example, the United States and other jurisdictions impose more
stringent limits on nitrogen oxide (“NOx”), carbon monoxide (“CO”) and carbon dioxide (“CO2”) emissions from engines.
In addition, European countries generally have more strict environmental regulations and, in particular, the European Union
("EU") has included aviation in the European Emissions Trading Scheme (“ETS”), although the United States, China and
other countries continue to oppose the inclusion of aviation emissions in ETS.
Most of our aircraft are registered in the jurisdiction in which the lessee of the aircraft is certified as an air operator.
As a result, our aircraft are subject to the airworthiness and other standards imposed by such jurisdictions. Laws affecting
the airworthiness of aircraft generally are designed to ensure that all aircraft and related equipment are continuously
maintained under a program that will enable safe operation of the aircraft. Most countries’ aviation laws require aircraft to
be maintained under an approved maintenance program having defined procedures and intervals for inspection, maintenance
and repair.
Our lessees are sometimes obligated by us to obtain governmental approval to import and lease our aircraft, to operate
our aircraft on certain routes and to pay us in U.S. dollars. Usually, these approvals are obtained prior to lease commencement
as a condition to our delivery of the aircraft. Governmental leave to deregister and/or re-export an aircraft at lease expiration
or termination may also be required.
We are also subject to U.S. regulations governing the lease and sale of aircraft to foreign entities. Specifically, the U.S.
Department of Commerce (through its Bureau of Industry and Security) and the U.S. Department of the Treasury (through
its Office of Foreign Assets Control) impose restrictions on the operation of U.S.-made goods, such as aircraft and engines,
in sanctioned countries, and also impose restrictions on the ability of U.S. companies to conduct business with entities in
certain countries and with certain individuals. We structure our aircraft lease and sale documentation to require compliance
with these restrictions.
Inflation
Inflation affects our lease rentals, asset values and costs, including SG&A expenses and other expenses. We do not
believe that our financial results have been, or will be, adversely affected by inflation in a material way.
Subsequent Events
The Company’s management has reviewed and evaluated all events or transactions for potential recognition and/or
disclosure since the balance sheet date of December 31, 2013 through the date of this filing, the date on which the consolidated
financial statements included in this Form 10-K were issued.
ITEM 1A. RISK FACTORS
Risks Related to Our Business
Risks Related to Our Operations
Volatile financial market conditions may adversely impact our liquidity, our access to capital and our cost of capital or
our ability to pay dividends to our shareholders, and may adversely impact the airline industry and the financial condition
of our lessees.
The financial crisis that began in the second half of 2008 resulted in significant global market volatility and disruption
and a lack of liquidity. While these conditions have stabilized and many segments of the capital markets have improved
9
substantially since the first quarter of 2009, the availability and pricing of capital in the commercial bank market and in the
unsecured bond market remain susceptible to global events, including, for example, the recent decision by the U.S. Federal
Reserve to begin tapering its asset purchase program and concerns over China's economy and banking system. If we need,
but cannot obtain, adequate capital on satisfactory terms, or at all, as a result of negative conditions in the capital markets
or otherwise, our business, financial condition, results of operations or our ability to pay dividends to our shareholders could
be materially adversely affected. Additionally, such inability to obtain capital on satisfactory terms, or at all, could prevent
us from pursuing attractive future growth opportunities.
Risks affecting the airline industry may adversely affect our customers and have a material adverse impact on our financial
results.
We operate as a supplier to airlines and are indirectly impacted by all the risks facing airlines today. The ability of
each lessee to perform its obligations under the relevant lease will depend primarily on the lessee’s financial condition and
cash flow, which may be affected by factors beyond our control, including:
•
•
•
•
•
•
•
•
•
•
•
•
passenger and air cargo demand;
competition;
passenger fare levels and air cargo rates;
the continuing availability of government-funded programs, including military cargo or troop movement contracts,
or other forms of government support, whether through subsidies, loans, guarantees, equity investments or
otherwise;
availability of financing and other circumstances affecting airline liquidity, including covenants in financings,
terms imposed by credit card issuers, collateral posting requirements contained in fuel hedging contracts and the
ability of airlines to make or refinance principal payments as they come due;
geopolitical and other events, including war, acts or threats of terrorism, outbreaks of epidemic diseases and
natural disasters;
aircraft accidents;
operating costs, including the price and availability of jet fuel, labor costs and insurance costs and coverages;
restrictions in labor contracts and labor difficulties;
economic conditions, including recession, financial system distress and currency fluctuations in the countries and
regions in which the lessee operates or from which the lessee obtains financing;
losses generated by operations or losses on investments; and
governmental regulation of, or affecting the air transportation business, including noise regulations, emissions
regulations, climate change initiatives, and age limitations.
These factors, and others, may lead to defaults by our customers, delay or prevent aircraft deliveries or transitions,
result in payment or other restructurings, and increase our costs from repossessions and reduce our revenues due to downtime
or lower re-lease rates, which would have an adverse impact on our financial results or our ability to pay dividends to our
shareholders.
We bear the risk of re-leasing and selling our aircraft in order to meet our debt obligations, finance our growth and
operations, pay dividends and, ultimately, realize upon the investment in the aircraft in our portfolio.
We bear the risk of re-leasing and selling or otherwise disposing of our aircraft in order to continue to generate revenues.
In certain cases we commit to purchase aircraft that are not subject to lease and therefore are subject to lease placement risk
for aircraft we are obliged to purchase. Because only a portion of an aircraft’s value is covered by contractual cash flows
from an operating lease, we are exposed to the risk that the residual value of the aircraft will not be sufficient to permit us
to fully recover or realize a gain on our investment in the aircraft and to the risk that we may have to record impairment
charges. Further, our ability to re-lease, lease or sell aircraft on favorable terms, or at all, or without significant off-lease
time and transition costs is likely to be adversely impacted by risks affecting the airline industry generally.
Other factors that may affect our ability to realize upon the investment in our aircraft and that may increase the likelihood
of impairment charges, include higher fuel prices which may increase demand for newer, fuel efficient aircraft, additional
environmental regulations, customer preferences and other factors that may effectively shorten the useful life of older aircraft.
Such impairment charges may adversely impact our financial results or our ability to pay dividends to our shareholders.
10
We wrote down the value of some of our assets during 2013, and if conditions worsen, or in the event of a customer
default, we may be required to record further write-downs.
We test our assets for impairment whenever events or changes in circumstances indicate that the carrying amounts for
such assets are not recoverable from their expected, undiscounted cash flows. We also perform a recoverability analysis
for all of our aircraft assets at least once a year, regardless of whether a triggering event or change in circumstances has
occurred. We performed a recoverability analysis for all of our aircraft in the third quarter of 2013 and recorded an aggregate
of $97.6 million in impairments on seven aircraft, with an average age of over 19 years at September 30, 2013. For the full
year 2013, we recorded an aggregate of $117.3 million in impairments on 12 aircraft. We also recorded an aggregate of
$96.5 million in impairments on 18 aircraft in 2012.
If economic conditions or aircraft lease or sales values worsen, or a lessee customer defaults, we may have to reassess
the carrying value of one or more of our aircraft assets. In particular, we believe that the carrying value of older aircraft
may be more susceptible to non-recoverable declines in value because, among other reasons, such assets have less remaining
useful life in which to benefit from a market recovery. As of December 31, 2013, based on net book value,18% of our aircraft
portfolio was 15 years or older. Any such impairment may have a material and adverse impact on our financial results and
the market price for our shares.
Our financial reporting for lease revenue may be significantly impacted by a proposed new model for lease accounting.
On August 17, 2010, the International Accounting Standards Board, (“IASB”), and FASB published for public comment
joint proposals (the “Proposals”) to change the financial reporting of lease contracts (“Lease ED”).
The Proposals set out a model for lessee accounting under which a lessee would recognize a “right-of-use” asset
representing its right to use the underlying asset and a liability representing its obligation to pay lease rentals over the lease
term. The Proposals set out two alternative accounting models for lessors, a “performance obligation” approach and a
“derecognition approach”. If a lessor retains exposure to significant risks and benefits associated with the underlying asset,
then it would apply the performance obligation approach to the lease of the asset. If a lessor does not retain such an exposure,
then it would adopt the derecognition approach to the lease of the asset. The Proposals do not contain an effective date for
the proposed changes, and it is possible that an alternative approach may be developed; however, if the Proposals are adopted
in the current form, the changes could adversely impact our financial results and the market price for our shares. See “Recent
Unadopted Accounting Pronouncements” for recent developments.
Our ability to obtain debt financing and our cost of debt financing is, in part, dependent upon our credit ratings and a
credit downgrade could adversely impact our financial results or our ability to pay dividends to our shareholders.
Our ability to obtain debt financing and our cost of debt financing is dependent, in part, on our credit ratings. Maintaining
our credit ratings depends in part on strong financial results and in part on other factors, including the outlook of the ratings
agencies on our sector and on the market generally. A credit rating downgrade may result in higher pricing or less favorable
terms under secured financings, including Export Credit Agency backed financings, or may make it more difficult or more
costly for us to raise debt financing in the unsecured bond market. Credit rating downgrades may therefore make it more
difficult to satisfy our funding requirements, adversely impact our financial results or our ability to pay dividends to our
shareholders.
An increase in our borrowing costs may adversely affect our earnings and cash available for distribution to our
shareholders, and our interest rate hedging contracts could require us to pay significant termination payments in order
to terminate in connection with a refinancing.
Our aircraft are financed under long-term debt financings. As these financings mature, we will be required to either
refinance these instruments by entering into new financings, which could result in higher borrowing costs, or repay them
by using cash on hand or cash from the sale of our assets.
Departure of key officers could harm our business and financial results.
Our senior management’s reputations and relationships with lessees, sellers, buyers and financiers of aircraft are a
critical element of our business. We encounter intense competition for qualified employees from other companies in the
aircraft leasing industry, and we believe there are only a limited number of available qualified executives in our industry.
Our future success depends, to a significant extent, upon the continued service of our senior management personnel, and if
11
we lose one or more of these individuals, our business and financial results or our ability to pay dividends to our shareholders
could be adversely affected.
We may not be able to pay or maintain dividends, or we may choose not to pay dividends, and the failure to pay or maintain
dividends may adversely affect our share price.
On October 29, 2013, our board of directors declared a regular quarterly dividend of $0.20 per common share, or an
aggregate of approximately $16.2 million, which was paid on December 13, 2013 to holders of record on November 29,
2013. This dividend may not be indicative of the amount of any future quarterly dividends. Our ability to pay, maintain or
increase cash dividends to our shareholders is subject to the discretion of our board of directors and will depend on many
factors, including our ability to comply with financial covenants in our financing documents that limit our ability to pay
dividends and make certain other restricted payments; the difficulty we may experience in raising and the cost of additional
capital and our ability to finance our aircraft acquisition commitments; our ability to re-finance our securitizations and other
long-term financings; our ability to negotiate and enforce favorable lease rates and other contractual terms; the level of
demand for our aircraft in the lease placement or sales markets; the economic condition of the commercial aviation industry
generally; the financial condition and liquidity of our lessees; unexpected or increased aircraft maintenance or other expenses;
the level and timing of capital expenditures, principal repayments and other capital needs; maintaining our credit ratings,
our results of operations, financial condition and liquidity; legal restrictions on the payment of dividends, including a statutory
dividend test and other limitations under Bermuda law; general business conditions and other factors that our board of
directors deems relevant. Some of these factors are beyond our control, and a change in any such factor could affect our
ability to pay dividends on our common shares. In the future we may not choose to pay dividends or may not be able to pay
dividends, maintain our current level of dividends, or increase them over time. The failure to maintain or pay dividends may
adversely affect our share price.
We are subject to risks related to our indebtedness that may limit our operational flexibility, our ability to compete with
our competitors and our ability to pay dividends to our shareholders.
General Risks
As of December 31, 2013, our total indebtedness was approximately $3.7 billion, representing approximately 69.4%
of our total capitalization. Aircastle Limited has guaranteed most of this indebtedness, and we are responsible on a full
recourse basis for timely payment when due and compliance with covenants under the related debt documentation. As a
result of our substantial amount of indebtedness, we may be unable to generate sufficient cash to pay, when due, the principal
of, interest on or other amounts due with respect to our indebtedness, and our substantial amount of indebtedness may
increase our vulnerability to adverse economic and industry conditions, reduce our flexibility in planning for or reaction to
changes in the business environment or in our business or industry, and adversely affect our cash flow and our ability to
operate our business, compete with our competitors and pay dividends to our shareholders.
Our indebtedness subjects us to certain risks, including:
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a significant percentage of our aircraft and aircraft leases serve as collateral for our secured indebtedness and the
terms of certain of our indebtedness require us to use proceeds from sales of aircraft, in part, to repay amounts
outstanding under such indebtedness;
under terms of certain debt facilities, we may be required to dedicate a substantial portion of our cash flows from
operations, if available, to debt service payments, thereby reducing the amount of our cash flow available to pay
dividends, fund working capital, make capital expenditures and satisfy other needs;
our failure to comply with the terms of our indebtedness, including restrictive covenants contained therein, may
result in additional interest being due or defaults that could result in the acceleration of the principal, and unpaid
interest on, the defaulted debt, as well as the forfeiture of any aircraft pledged as collateral; and
non-compliance with covenants prohibiting certain investments and other restricted payments, including
limitations on our ability to pay dividends, repurchase our common shares, raise additional capital or refinance
our existing debt, may reduce our operational flexibility and limit our ability to refinance or grow the business.
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Risks Relating to Our Long-term Financings
The provisions of our long-term financings require us to comply with financial and other covenants. Our compliance
with these ratios, tests and covenants depends upon, among other things, the timely receipt of lease payments from our
lessees and upon our overall financial performance.
• ECA Term Financings. Our ECA term financings contain a $500 million minimum net worth covenant and also
contain, among other customary provisions, a material adverse change default and a cross-default to other
financings of the Company.
• Bank Financings. Our bank financings contain, among other customary provisions, a $500 million minimum net
worth covenant and, in some cases, a cross-default to other financings of the Company.
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Senior Notes. Our senior notes indenture imposes operating and financial restrictions on our activities. These
restrictions limit our ability to, or in certain cases prohibit us from, incurring or guaranteeing additional
indebtedness, refinancing our existing indebtedness, paying dividends, repurchasing our common shares, making
other restricted payments or making certain investments or entering into joint ventures and, in some cases, a
cross-default to other financings of the Company.
2013 Revolving Credit Facility. Our revolving credit facility contains a $750 million minimum net worth covenant,
an unencumbered asset ratio and a minimum interest coverage ratio and, in some cases, a cross-default to other
financings of the Company.
In addition, under the terms of the securitizations, certain transactions will require the consent or approval of one or
more of the independent directors, the rating agencies that rated the applicable portfolio’s certificates or the financial guaranty
insurance policy issuer or the bank providing the financing for certain activities, including aircraft sales or leasing aircraft
to certain airlines. Absent the aforementioned consent, which we may not receive, we may not be able to lease our aircraft
to certain customers or to sell an aircraft, even if to do so would provide the best risk/return outcome at that time. In addition,
because the financial guarantee insurance policy issuer is currently experiencing financial distress, it is unclear whether
such policy issuer will be in a position to continue to consider to any request for consent, or may refuse or be unable to grant
its consent, to any such proposed transaction which may, with respect to aircraft financed under the securitizations, limit
our ability to place aircraft on lease to provide the best returns or to sell aircraft that we believe would be in our best interest
to sell.
In addition, the terms of our financings restrict our ability to incur or guarantee additional indebtedness or engage in
mergers, amalgamations or consolidations among our subsidiary companies or between a subsidiary company and a third
party or otherwise dispose of all or substantially all of our assets.
We are subject to various risks and requirements associated with transacting business in foreign jurisdictions.
The international nature of our business exposes us to trade and economic sanctions and other restrictions imposed
by the U.S. and other governments. The U.S. Departments of Justice, Commerce, Treasury and other agencies and authorities
have a broad range of civil and criminal penalties they may seek to impose against companies for violations of export
controls, the Foreign Corrupt Practices Act (“FCPA”), and other federal statutes, sanctions and regulations, including those
established by the Office of Foreign Assets Control (“OFAC”) and, increasingly, similar or more restrictive foreign laws,
rules and regulations, including the U.K. Bribery Act ("UKBA"), which may also apply to us. By virtue of these laws and
regulations, and under laws and regulations in other jurisdictions, we may be obliged to limit our business activities, we
may incur costs for compliance programs and we may be subject to enforcement actions or penalties for noncompliance. In
recent years, U.S. and foreign governments have increased their oversight and enforcement activities with respect to these
laws and we expect the relevant agencies to continue to increase these activities. A violation of these laws, sanctions or
regulations could adversely impact our financial results or ability to pay dividends to our shareholders.
We have compliance policies and training programs in place for our employees with respect to FCPA, OFAC, UKBA
and similar laws, but there can be no assurance that our employees, consultants or agents will not engage in conduct for
which we may be held responsible. Violations of FCPA, OFAC, UKBA and other laws, sanctions or regulations may result
in severe criminal or civil penalties, and we may be subject to other liabilities, which could adversely affect our financial
results or ability to pay dividends to our shareholders.
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We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks
associated with implementation and integration.
We are dependent upon information technology systems in the conduct of our operations. Our information technology
systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses,
security breaches, cyber attacks, natural disasters and defects in design. Damage, disruption, or failure of one or more
information technology systems may result in interruptions to our operations in the interim or may require a significant
investment to fix or replace them or may result in significant damage to our reputation. Various measures have been
implemented to manage our risks related to the information technology systems and network disruptions, but our financial
results or ability to pay dividends to our shareholders could be adversely impacted by such disruption, damage, failure, cyber
attack or breach.
Risks Related to Our Aviation Assets
The variability of supply and demand for aircraft could depress lease rates for our aircraft, which would have an adverse
effect on our financial results and growth prospects and on our ability to meet our debt obligations and to pay dividends
to our shareholders.
The aircraft leasing and sales industry has experienced periods of aircraft oversupply and undersupply. In recent years,
we believe the market has been characterized by oversupply of certain older, less fuel efficient aircraft and certain freighter
aircraft types. The oversupply of a specific type of aircraft in the market is likely to depress aircraft lease rates for, and the
value of, that type of aircraft.
The supply and demand for aircraft is affected by various cyclical and non-cyclical factors that are not under our
control, including:
passenger and air cargo demand;
operating costs, including fuel costs, and general economic conditions affecting our lessees’ operations;
geopolitical events, including war, prolonged armed conflict and acts of terrorism;
outbreaks of communicable diseases and natural disasters;
governmental regulation;
interest rates;
foreign exchange rates;
airline restructurings and bankruptcies;
the availability of credit;
changes in control of, or restructurings of, other aircraft leasing companies;
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• manufacturer production levels and technological innovation;
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climate change initiatives, technological change, aircraft noise and emissions regulations, aircraft age limits and
other factors leading to reduced demand for, early retirement or obsolescence of aircraft models;
• manufacturers merging, exiting the industry or ceasing to produce aircraft types;
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new-entrant manufacturers producing additional aircraft models, or existing manufacturers producing newly
engined aircraft models or new aircraft models, in competition with existing aircraft models;
reintroduction into service of aircraft previously in storage; and
airport and air traffic control infrastructure constraints.
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These and other factors may produce sharp decreases or increases in aircraft values and lease rates, which would
impact our cost of acquiring aircraft and our ability to grow the business, or which may result in lease defaults and also
prevent the aircraft from being re-leased or sold on favorable terms. This could have an adverse effect on our financial results
and growth prospects and on our ability to meet our debt obligations or to pay dividends to our shareholders.
Other factors that increase the risk of decline in aircraft value and lease rates could have an adverse effect on our financial
results and growth prospects and on our ability to meet our debt obligations and to pay dividends to our shareholders.
In addition to factors linked to the aviation industry generally, other factors that may affect the value and lease rates
of our aircraft include:
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the age of the aircraft;
the particular maintenance and operating history of the airframe and engines;
the number of operators using that type of aircraft;
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• whether the aircraft is subject to a lease and, if so, whether the lease terms are favorable to us;
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applicable airworthiness directives or manufacturer’s service bulletins that have not yet been performed to the
aircraft;
grounding orders or other regulatory action that could prevent or limit utilization of our aircraft;
any regulatory and legal requirements that must be satisfied before the aircraft can be purchased, sold or re-
leased; and
compatibility of our aircraft configurations or specifications with those desired by the operators of other aircraft
of that type.
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Any decrease in the values of and lease rates for commercial aircraft which may result from the above factors or other
unanticipated factors may have a material adverse effect on our financial results and growth prospects and on our ability to
meet our debt obligations or to pay dividends to our shareholders.
The advent of superior aircraft technology could cause our existing aircraft portfolio to become outdated and therefore
less desirable, which could adversely affect our financial results and growth prospects, or our ability to pay dividends to
our shareholders.
As manufacturers introduce technological innovations and new types of aircraft, including the Boeing 787, 777X and
Airbus A350 and re-engined and/or replacement types for the Boeing 737, Airbus A320 and Embraer E-Jet families of
aircraft, certain aircraft in our existing aircraft portfolio may become less desirable to potential lessees or purchasers. In
respect to twin-aisle aircraft, the Boeing 787 and 777X and the Airbus A350 are expected to deliver improved fuel
consumption and operating economics compared to current-technology aircraft. The Boeing 787 is currently in production
while the Boeing 777X is expected to enter service in 2020-2021. The first variant of the Airbus A350 is expected to enter
service in 2014. Airbus and Boeing also plan to introduce the A320 NEO and 737 MAX families of aircraft in 2016 and
2017, respectively, which will reduce fuel burn, cut noise emission and reduce maintenance costs as compared to its current
iterations. Embraer has also announced that it intends to produce a second generation of E-Jets as early as 2018 which it
expects to result in improvements in fuel burn, maintenance costs, emissions and external noise. Further, Bombardier Inc.,
Commercial Aircraft Corporation of China Ltd and Sukhoi Company (JSC) are developing aircraft models that will compete
with the Airbus A319 and Boeing 737 and other aircraft in our fleet.
Any of these risks could adversely affect our ability to lease or sell our aircraft on favorable terms, or at all, which
could have an adverse affect on our financial results or on our ability to pay dividends to our shareholders.
The effects of energy, emissions, and noise regulations and policies may negatively affect the airline industry. This may
cause lessees to default on their lease payment obligations to us and may limit the market for certain aircraft in our
portfolio.
Governmental regulations regarding aircraft and engine noise and emissions levels apply based on where the relevant
aircraft is registered and operated. For example, jurisdictions throughout the world have adopted noise regulations which
require all aircraft to comply with noise level standards. In addition to the current requirements, the United States and the
International Civil Aviation Organization (“ICAO”) have adopted a new, more stringent set of standards for noise levels
which applies to engines manufactured or certified on or after January 1, 2006. Currently, U.S. regulations would not require
any phase-out of aircraft that qualify with the older standards applicable to engines manufactured or certified prior to
January 1, 2006, but the EU has established a framework for the imposition of operating limitations on aircraft that do not
comply with the new standards. These regulations could limit the economic life of the aircraft and engines, reduce their
value, limit our ability to lease or sell these non-compliant aircraft and engines or, if engine modifications are permitted,
require us to make significant additional investments in the aircraft and engines to make them compliant.
In addition to stringent noise restrictions, the U.S. and other jurisdictions have imposed stringent limits on aircraft
engine emissions, such as NOx, CO and CO2, consistent with current ICAO standards. European countries have relatively
strict environmental regulations that can restrict operational flexibility and decrease aircraft productivity. The EU has included
the aviation sector in its ETS, and has attempted to apply the ETS to flights outside of European airspace. This effort has
been opposed by the U.S. and other countries. The EU has since suspended the ETS for flights from or to non-European
countries due to a proposal issued by the ICAO in October 2013 for a global program to reduce aircraft greenhouse gases
("GHGs"), which would become effective by 2020. As a result the EU has also proposed to amend the ETS to permanently
exclude all flights or portions thereof that do not take place in European regional airspace from the ETS until the ICAO
mechanism goes into effect. Finally, the ICAO has also adopted a resolution designed to cap GHGs from aircraft and further
committed to propose a GHG standard for aircraft engines by 2016.
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Over time, it is possible that governments will adopt additional regulatory requirements and/or market-based policies
that are intended to reduce energy usage, emissions, and noise levels from aircraft. Such initiatives may be based on concerns
regarding climate change, energy security, public health, local impacts, or other factors, and may also impact the global
market for certain aircraft and cause behavioral shifts that result in decreased demand for air travel. These concerns could
also result in greater limitations on the operation of our fleet, particularly aircraft equipped with other technology engines.
Compliance with current or future regulations, taxes or duties could cause our lessees to incur higher costs and lead
to higher ticket prices, which could mean lower demand for travel and adverse impacts on the financial condition of our
lessees. Such compliance may also affect our lessees’ ability to make rental and other lease payments and limit the market
for aircraft in our portfolio, which could have other negative effects on Aircastle's financial position.
The advanced age, or older technology, of some of our aircraft may expose us to higher than anticipated maintenance
related expenses, which could adversely affect our financial results or our ability to pay dividends to our shareholders.
As of December 31, 2013, based on net book value, 18% of our aircraft portfolio was 15 years or older. In general,
the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft. Additionally,
older aircraft typically are less fuel-efficient than newer aircraft and may be more difficult to re-lease or sell, particularly
if, due to increasing production rates by aircraft manufacturers or airline insolvencies or other distress, older aircraft are
competing with newer aircraft in the lease or sale market. Variable expenses like fuel, crew size or aging aircraft inspection,
maintenance or modification programs and related airworthiness directives could make the operation of older aircraft less
economically feasible and may result in increased lessee defaults. We may also incur some of these increased maintenance
expenses and regulatory costs upon acquisition or re-leasing of our aircraft. In addition, a number of countries have adopted
or may adopt age limits on aircraft imports, which may result in greater difficulty placing affected aircraft on lease or re-
lease on favorable terms. Any of these expenses, costs or risks could have a negative impact on our financial results or on
our ability to pay dividends to our shareholders.
The concentration of aircraft types in our aircraft portfolio could lead to adverse effects on our business and financial
results should any difficulties specific to these particular types of aircraft occur.
Our owned aircraft portfolio is concentrated in certain aircraft types. Should any of these aircraft types (or other types
we acquire in the future) or aircraft manufacturers encounter technical, financial or other difficulties, it would cause a
decrease in value of these aircraft, an inability to lease the aircraft on favorable terms or at all, or a potential grounding of
these aircraft, which may adversely impact our financial results or our ability to pay dividends, to the extent the affected
aircraft types comprise a significant percentage of our aircraft portfolio.
We operate in a highly competitive market for investment opportunities in aviation assets and for the leasing and sale of
aircraft.
We compete with other operating lessors, airlines, aircraft manufacturers, financial institutions, aircraft brokers and
other investors with respect to aircraft acquisitions, leasing and sales. The aircraft leasing industry is highly competitive and
may be divided into three basic activities: (i) aircraft acquisition, (ii) leasing or re-leasing of aircraft, and (iii) aircraft sales.
Competition varies among these three basic activities.
A number of our competitors are substantially larger and have considerably greater financial, technical and marketing
resources than we do. Some competitors may have a lower cost of funds and access to funding sources that are not available
to us. In addition, some of our competitors may have higher risk tolerances or different risk or residual value assessments,
which could allow them to consider a wider variety of investments, establish more relationships, bid more aggressively on
aviation assets available for sale and offer lower lease rates or sales prices than we can. For instance, some of our competitors
may provide financial services, maintenance services or other inducements to potential lessees or buyers that we cannot
provide. As a result of competitive pressures, we may not be able to take advantage of attractive investment opportunities
from time to time, and we may not be able to identify and make investments that are consistent with our investment objectives.
We are beginning to see a greater supply of certain aircraft, engines and parts being offered for sale in the part-out market
as other leasing companies start addressing the older aircraft in their portfolios. Additionally, the barriers to entry in the
aircraft acquisition and leasing market are comparatively low, and new entrants with private equity, hedge fund, Asian bank
or other funding sources appear from time to time. We may not be able to compete effectively against present and future
competitors in the aircraft acquisition, leasing or sales market and the competitive pressures we face may have a material
adverse effect on our business, financial condition and results of operations or on our ability to pay dividends to our
shareholders.
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Risks Related to Our Leases
If lessees are unable to fund their maintenance obligations on our aircraft, our cash flow and our ability to meet our
debt obligations or to pay dividends to our shareholders could be adversely affected.
The standards of maintenance observed by the various lessees and the condition of the aircraft at the time of lease or
sale may affect the future values and rental rates for our aircraft.
Under our leases, the relevant lessee is generally responsible for maintaining the aircraft and complying with all
governmental requirements applicable to the lessee and the aircraft, including, without limitation, operational, maintenance,
and registration requirements and airworthiness directives, although in certain cases we may agree to share certain of these
costs. Failure of a lessee to perform required aircraft maintenance or required airworthiness directives could result in a
decrease in value of such aircraft, an adverse effect on our ability to lease the aircraft at favorable rates or at all, or a potential
grounding of such aircraft, and will likely require us to incur increased maintenance and modification costs upon the expiration
or earlier termination of the applicable lease, which could be substantial, to restore such aircraft to an acceptable condition.
If any of our aircraft are not subject to a lease, we would be required to bear the entire cost of maintaining that aircraft and
performing any required airworthiness directives which could adversely affect our financial results or our ability to pay
dividends to our shareholders.
Certain of our leases provide that the lessee is required to make periodic payments to us during the lease term in order
to provide cash reserves for the major maintenance. In these leases there is an associated liability for us to reimburse the
lessee after such maintenance is performed. A substantial number of our leases do not provide for any periodic maintenance
reserve payments to be made to us. Typically, these lessees are required to make payments at the end of the lease term;
however, in the event such lessees default, we may be required to fund the entire cost of performing major maintenance on
the relevant aircraft without having received compensating maintenance payments from these lessees.
Even if we receive maintenance payments, these payments may not cover the entire expense of the scheduled
maintenance they are intended to fund. In addition, maintenance payments typically cover only certain scheduled maintenance
requirements and do not cover all required maintenance and all scheduled maintenance. Any significant variations in the
maintenance collections from our lessees or in the costs associated with major aircraft maintenance events may materially
adversely affect our financial results or our ability to pay dividends to our shareholders.
Failure to pay certain potential additional operating costs could result in the grounding or arrest of our aircraft and
prevent the re-lease, sale or other use of our aircraft, which would negatively affect our financial condition and results
of operations or our ability to pay dividends to our shareholders.
As in the case of maintenance costs, we may incur other operational costs upon a lessee default or where the terms of
the lease require us to pay a portion of those costs. Such costs include:
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the costs of casualty, liability and political risk insurance and the liability costs or losses when insurance coverage
has not been or cannot be obtained as required, or is insufficient in amount or scope;
the costs of licensing, exporting or importing an aircraft, airport charges, customs duties, air navigation charges,
landing fees and similar governmental or quasi-governmental impositions, which can be substantial;
penalties and costs associated with the failure of lessees to keep aircraft registered under all appropriate local
requirements or obtain required governmental licenses, consents and approvals; and
carbon taxes or other fees, taxes or costs imposed under emissions limitations, climate change regulations or other
initiatives.
The failure to pay certain of these costs can result in liens on the aircraft and the failure to register the aircraft can
result in a loss of insurance. These matters could result in the grounding or arrest of the aircraft and prevent the re-lease,
sale or other use of the aircraft until the problem is cured, which would negatively affect our financial results or our ability
to pay dividends to our shareholders.
Our lessees may have inadequate insurance coverage or fail to fulfill their respective indemnity obligations, which could
result in us not being covered for claims asserted against us and may negatively affect our business, financial condition
and results of operations or our ability to pay dividends to our shareholders.
By virtue of holding title to the aircraft, lessors may be held strictly liable for losses resulting from the operation of
aircraft or may be held liable for those losses based on other legal theories. Liability may be placed on an aircraft lessor in
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certain jurisdictions around the world even under circumstances in which the lessor is not directly controlling the operation
of the relevant aircraft.
Lessees are required under our leases to indemnify us for, and insure against, liabilities arising out of the use and
operation of the aircraft, including third-party claims for death or injury to persons and damage to property for which we
may be deemed liable. Lessees are also required to maintain public liability, property damage and hull all risk and hull war
risk insurance on the aircraft at agreed upon levels. However, they are not generally required to maintain political risk
insurance. Following the terrorist attacks of September 11, 2001, aviation insurers significantly reduced the amount of
insurance coverage available to airlines for liability to persons other than employees or passengers for claims resulting from
acts of terrorism, war or similar events. At the same time, they significantly increased the premiums for such third-party
war risk and terrorism liability insurance and coverage in general. As a result, the amount of such third-party war risk and
terrorism liability insurance that is commercially available at any time may be below the amount stipulated in our leases.
Our lessees’ insurance, including any available governmental supplemental coverage, may not be sufficient to cover
all types of claims that may be asserted against us. Any inadequate insurance coverage or default by lessees in fulfilling
their indemnification or insurance obligations will reduce the proceeds that would be received by us upon an event of loss
under the respective leases or upon a claim under the relevant liability insurance, which could negatively affect our business,
financial condition and results of operations or our ability to pay dividends to our shareholders.
Failure to obtain certain required licenses and approvals could negatively affect our ability to re-lease or sell aircraft,
which would negatively affect our financial condition and results of operations or our ability to pay dividends to our
shareholders.
A number of our lessees must obtain licenses, consents or approvals in order to import or operate the aircraft or comply
with the leases. These include consents from governmental or regulatory authorities for certain payments under the leases
and for the import, export or deregistration of the aircraft. Subsequent changes in applicable law or administrative practice
may increase such requirements and a governmental consent, once given, might be withdrawn. Furthermore, consents needed
in connection with future re-leasing or sale of an aircraft may not be forthcoming. Any of these events could adversely affect
our ability to re-lease or sell aircraft, which would negatively affect our financial results or our ability to pay dividends to
our shareholders.
Due to the fact that many of our lessees operate in emerging markets, we are indirectly subject to many of the economic
and political risks associated with competing in such markets.
Emerging markets are countries which have less developed economies that are vulnerable to economic and political
problems, such as significant fluctuations in gross domestic product, interest and currency exchange rates, civil disturbances,
government instability, nationalization and expropriation of private assets, changes in governments or government policy
and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by
our lessees and the resulting instability may adversely affect our ownership interest in an aircraft or the ability of lessees
which operate in these markets to meet their lease obligations and these lessees may be more likely to default than lessees
that operate in developed economies. For the year ended December 31, 2013, 43 of our lessees which operated 106 aircraft
and generated lease rental revenue representing 59% of our lease rental revenue are domiciled or habitually based in emerging
markets.
Risks Related to Our Lessees
Lessee defaults could materially adversely affect our business, financial condition and results of operations or our ability
to pay dividends to our shareholders.
As a general matter, airlines with weak capital structures are more likely than well-capitalized airlines to seek operating
leases, and, at any point in time, investors should expect a varying number of lessees and sub-lessees to experience payment
difficulties. As a result of their weak financial condition, a large portion of lessees over time may be significantly in arrears
in their rental or maintenance payments. Many of our existing lessees are in a weak financial condition and suffer liquidity
problems, and this is likely to be the case in the future and with other lessees and sub-lessees of our aircraft as well, particularly
in a difficult economic or operating environment. These liquidity issues will be more likely to lead to airline failures in the
context of financial system distress, volatile fuel prices, and economic slowdown, with additional liquidity being more
difficult and expensive to source. In addition, many of our lessees are exposed to currency risk due to the fact that they earn
revenues in their local currencies and certain of their liabilities and expenses are denominated in U.S. dollars, including
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lease payments to us. Given the size of our aircraft portfolio, we expect that from time to time some lessees will be slow in
making, or will fail to make, their payments in full under their leases.
The financial condition of our lessees will be greatly influenced by the overall demand for air travel; in a weak demand
environment, airline yields may come under pressure, which may negatively impact airline financial performance in a
significant way. To the extent that airline operating costs increase, because of changes in fuel costs, labor costs, or otherwise,
demand for air travel and/or airline financial performance may be negatively impacted.
We may not correctly assess the credit risk of each lessee or may not be in a position to charge risk-adjusted lease
rates, and lessees may not be able to continue to perform their financial and other obligations under our leases in the future.
A delayed, reduced or missed rental payment from a lessee decreases our revenues and cash flow and may adversely affect
our ability to make payments on our indebtedness, to comply with debt service coverage or interest coverage ratios, and to
pay dividends to our shareholders. While we may experience some level of delinquency under our leases, default levels may
increase over time, particularly as our aircraft portfolio ages and if economic conditions deteriorate. A lessee may experience
periodic difficulties that are not financial in nature, which could impair its performance of maintenance obligations under
the leases. These difficulties may include the failure to perform required aircraft maintenance and labor-management
disagreements or disputes.
In the event that a lessee defaults under a lease, any security deposit paid or letter of credit provided by the lessee may
not be sufficient to cover the lessee’s outstanding or unpaid lease obligations and required maintenance and transition
expenses.
If our lessees encounter financial difficulties and we decide to restructure our leases with those lessees, this would result
in less favorable leases and could result in significant reductions in our cash flow or adversely affect our financial results
or our ability to meet our debt obligations or to pay dividends to our shareholders.
When a lessee is late in making payments, fails to make payments in full or in part under the lease or has otherwise
advised us that it will in the future fail to make payments in full or in part under the lease, we may elect to or be required
to restructure the lease. Restructuring may involve anything from a simple rescheduling of payments to the termination of
a lease without receiving all or any of the past due amounts. If any requests for payment restructuring or rescheduling are
made and granted, reduced or deferred rental payments may be payable over all or some part of the remaining term of the
lease, although the terms of any revised payment schedules may be unfavorable and such payments may not be made. We
may be unable to agree upon acceptable terms for any requested restructurings and as a result may be forced to exercise our
remedies under those leases. If we, in the exercise of our remedies, repossess the aircraft, we may not be able to re-lease
the aircraft promptly at favorable rates, or at all.
The terms and conditions of payment restructurings or reschedulings may result in significant reductions of rental
payments, which may adversely affect our cash flows, our financial results or our ability to meet our debt obligations or to
pay dividends to our shareholders.
Significant costs resulting from lease defaults could have a material adverse effect on our business or our ability to pay
dividends to our shareholders.
Although we have the right to repossess the aircraft and to exercise other remedies upon a lessee default, repossession
of an aircraft after a lessee default would lead to significantly increased costs for us. Those costs include legal and other
expenses of court or other governmental proceedings, particularly if the lessee is contesting the proceedings or is in
bankruptcy, to obtain possession and/or de-registration of the aircraft and flight and export permissions. Delays resulting
from any of these proceedings would also increase the period of time during which the relevant aircraft is not generating
revenue. In addition, we may incur substantial maintenance, refurbishment or repair costs that a defaulting lessee has failed
to incur or pay and that are necessary to put the aircraft in suitable condition for re-lease or sale and we may be required to
pay off liens, claims, taxes and other governmental charges on the aircraft to obtain clear possession and to remarket the
aircraft for re-lease or sale. We may also incur maintenance, storage or other costs while we have physical possession of the
aircraft.
We may also suffer other adverse consequences as a result of a lessee default and any termination of the lease and the
repossession of the related aircraft. Our rights upon a lessee default vary significantly depending upon the jurisdiction,
including the need to obtain a court order for repossession of the aircraft and/or consents for de-registration or re-export of
the aircraft. When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional
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limitations may apply. Certain jurisdictions will give rights to the trustee in bankruptcy or a similar officer to assume or
reject the lease or to assign it to a third party, or will entitle the lessee or another third party to retain possession of the aircraft
without paying lease rentals or without performing all or some of the obligations under the relevant lease. Certain of our
lessees are owned in whole or in part by government-related entities, which could complicate our efforts to repossess the
relevant aircraft. Accordingly, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and
in re-leasing or selling the affected aircraft.
If we repossess an aircraft, we will not necessarily be able to export or de-register and profitably redeploy the aircraft.
For instance, where a lessee or other operator flies only domestic routes in the jurisdiction in which the aircraft is registered,
repossession may be more difficult, especially if the jurisdiction permits the lessee or the other operator to resist de-
registration. Significant costs may also be incurred in retrieving or recreating aircraft records required for registration of the
aircraft and obtaining a certificate of airworthiness for the aircraft.
Airline reorganizations could have an adverse effect on our financial results or our ability to pay dividends to our
shareholders.
As a result of international economic conditions, significant volatility in oil prices and financial markets distress,
airlines may be forced to reorganize. Historically, airlines involved in reorganizations have undertaken substantial fare
discounting to maintain cash flows and to encourage continued customer loyalty. Such fare discounting has in the past led
to lower profitability for all airlines, including certain of our lessees. Bankruptcies and reduced demand may lead to the
grounding of significant numbers of aircraft and negotiated reductions in aircraft lease rental rates, with the effect of
depressing aircraft market values. Additional grounded aircraft and lower market values would adversely affect our ability
to sell certain of our aircraft on favorable terms, or at all, or re-lease other aircraft at favorable rates comparable to the then
current market conditions, which collectively would have an adverse effect on our financial results or our ability to pay
dividends to our shareholders.
If our lessees fail to appropriately discharge aircraft liens, we might find it necessary to pay such claims, which could
have a negative effect on our cash position and our business or our ability to pay dividends to our shareholders.
In the normal course of business, liens that secure the payment of airport fees and taxes, custom duties, air navigation
charges (including charges imposed by Eurocontrol), landing charges, crew wages, repairer’s charges, salvage or other liens,
are likely, depending on the jurisdiction in question, to attach to the aircraft. These liens may secure substantial sums that
may, in certain jurisdictions or for certain types of liens (particularly "fleet liens"), exceed the value of the relevant aircraft.
Although the financial obligations relating to these liens are the responsibility of our lessees, if they fail to fulfill their
obligations, these liens may attach to our aircraft and ultimately become our responsibility. Until these liens are discharged,
we may be unable to repossess, re-lease or sell the aircraft or unable to avoid detention or forfeiture of the aircraft.
Our lessees may not comply with their obligations under their respective leases to discharge liens arising during the
terms of their leases, whether or not due to financial difficulties. If they do not do so, we may, in some cases, find it necessary
to pay the claims secured by any liens in order to repossess the aircraft. Such payments could adversely affect our cash
position and our business generally, and our ability to pay dividends to our shareholders.
Risks associated with the concentration of our lessees in certain geographical regions could harm our business or
adversely impact our ability to pay dividends to our shareholders.
Our business is sensitive to local economic and political conditions that can influence the performance of lessees
located in a particular region. For the year ended December 31, 2013, lease rental revenues from lessees by region, were
33% in Europe, 10% in North America, 38% in Asia (including 9% in China), 9% in South America, and 10% in the Middle
East and Africa.
Foreign airlines have currency mismatch issues as revenues tend to be in local currency while lease payments and fuel
costs are in U.S. dollars. This difference is magnified in the event of an appreciating U.S. dollar, as we have seen over the
course of the last year, due to the strengthening of the U.S. economy and rising U.S. interest rates. Currency volatility,
particularly as witnessed recently in the emerging markets, could impact the ability of some of our customers to meet their
contractual obligations in a timely manner.
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European Concentration
Forty lessees based in Europe accounted for 33% of our lease rental revenues for the year ended December 31, 2013
and accounted for 64 aircraft totaling 30% of the net book value of our aircraft at December 31, 2013. Six aircraft, representing
2% of the net book value of our aircraft at December 31, 2013, were leased to a customer in Spain . We have no lessees
based in Greece, Portugal, Italy or Ireland.
Commercial airlines in Europe continue to face increased competitive pressures due to the expansion of low cost
carriers, industry consolidation, as well as the growth of strong airlines in the Middle East. While several of the continent's
larger airlines have announced comprehensive restructuring efforts, including significant cost cutting measures, we have
some concerns about the ability of smaller players to adapt to the changing environment.
Russia accounted for 14% of our lease rental revenues for the year ended December 31, 2013 and accounted for 12
aircraft totaling 8% of the net book value of our aircraft at December 31, 2013. The economy has grown steadily in recent
years (except during the recent financial crisis) but remains exposed to volatility in commodity values (oil, natural gas and
metals). Commerce in Russia remains heavily intertwined with politics and any political instability could potentially have
an effect on the profitability of Russian airlines.
Asian Concentration
Twenty-two lessees based in Asia accounted for 38% of our lease rental revenues for the year ended December 31,
2013 and accounted for 56 aircraft totaling 41% of the net book value of our aircraft at December 31, 2013. Growth in most
of Asia has been strong, driven in large part by emerging economies including China, the Philippines and Indonesia. Asian
airlines face continued competition from new entrants and the growth of low cost carriers in the region. There is also risk
of oversupply in the future driven by large outstanding order books of some Asian airlines. Demand weakness due to slowing
economic growth in the region would likely adversely affect the Asian airlines industry.
Four lessees based in China accounted for 9% of our lease rental revenues for the year ended December 31, 2013 and
accounted for 15 aircraft totaling 4% of the net book value of our aircraft at December 31, 2013. Chinese airline industry
performance during 2013 was relatively strong, but airline performance could suffer if economic growth moderates.
North American Concentration
Eight lessees based in North America accounted for 10% of our lease rental revenues for the year ended December 31,
2013 and accounted for 19 aircraft totaling 10% of the net book value of our aircraft at December 31, 2013. Consolidation
among major airlines in the U.S. has helped drive capacity discipline and pricing power, but despite recent improvements
in the financial results of many carriers, airlines remain highly susceptible to macroeconomic and geopolitical factors outside
their control.
South American Concentration
Five lessees based in South America accounted for 9% of our lease rental revenues for the year ended December 31,
2013 and accounted for 14 aircraft totaling 7% of the net book value of our aircraft at December 31, 2013. Air travel demand
in South America remains robust, fueled by economic growth in the region. The proliferation of low cast carriers has also
played a meaningful role in stimulating travel demand. The region's largest economy, Brazil, has suffered from a stalled
economy, which has forced the reduction in capacity by the county's airlines.
Middle East and African Concentration
Three lessees based in the Middle East and Africa accounted for 10% of our lease rental revenues for the year ended
December 31, 2013 and accounted for seven aircraft totaling 11% of the net book value of our aircraft at December 31,
2013. Middle Eastern, and particularly Gulf-based carriers, have a large number of aircraft on order and continue to capitalize
on the region’s favorable geographic position as an East-West transfer hub. In recent years, a number of countries in the
Middle East and North Africa experienced significant political instability, negatively impacting tourism and air travel. Other
countries in the region have seen similar activity, and continued unrest and instability would again negatively impact the
financial performance of airlines operating to, from, and within this region.
South African Airways accounted for 6% of our lease rental revenues for the year ended December 31, 2013 and
accounted for four aircraft totaling 6% of the net book value of our aircraft at December 31, 2013. South African Airways
relies upon government support for its significant capital requirements.
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Risks Related to the Aviation Industry
High fuel prices impact the profitability of the airline industry. If fuel prices rise, our lessees might not be able to meet
their lease payment obligations, which would have an adverse effect on our financial results and growth prospects or
our ability to pay dividends to our shareholders.
Fuel costs represent a major expense to companies operating within the airline industry. Fuel prices fluctuate widely
depending primarily on international market conditions, geopolitical and environmental events and currency/exchange rates.
As a result, fuel costs are not within the control of lessees and significant changes would materially affect their operating
results.
Due to the competitive nature of the airline industry, airlines have been, and may continue to be, unable to pass on
increases in fuel prices to their customers by increasing fares in a manner that fully compensates for the costs incurred.
Higher and more volatile fuel prices may also have an impact on consumer confidence and spending, and thus may adversely
impact demand for air transportation. In addition, airlines may not be able to successfully manage their exposure to fuel
price fluctuations. If fuel prices increase due to future terrorist attacks, acts of war, armed hostilities, rebellion or political
instability, natural disasters or for any other reason, they are likely to cause our lessees to incur higher costs and/or generate
lower revenues, resulting in an adverse impact on their financial condition and liquidity. Fuel cost volatility may contribute
to the reluctance of airlines to make future commitments to lease aircraft and reduce the demand for lease aircraft.
Consequently, these conditions may (i) affect our lessees’ ability to make rental and other lease payments, (ii) result in lease
restructurings and/or aircraft repossessions, (iii) increase our costs of re-leasing or selling our aircraft, or; (iv) impair our
ability to re-lease or sell our aircraft on a timely basis at favorable rates or terms, or at all. These results could have an
adverse effect on our financial results or our ability to pay dividends to our shareholders.
If the effects of terrorist attacks and geopolitical conditions adversely impact the financial condition of the airlines, our
lessees might not be able to meet their lease payment obligations, which would have an adverse effect on our financial
results and growth prospects or our ability to pay dividends to our shareholders.
War, armed hostilities or terrorist attacks, or the fear of such events, could decrease demand for air travel or increase
the operating costs of our customers. The situation in Iraq remains unsettled; tension over Iran’s nuclear program continues;
the war in Afghanistan continues for the near term, and more recently the events in Syria and North Africa have resulted or
are expected to result in changes to long-standing regimes, and other regimes in the Middle East and North Africa, have
been destabilized and/or have used extreme measures to retain power. Any or all of these may lead to further instability in
the Middle East. Future terrorist attacks, war or armed hostilities, large protests or government instability, or the fear of such
events, could further negatively impact the airline industry and may have an adverse effect on the financial condition and
liquidity of our lessees, aircraft values and rental rates and may lead to lease restructurings or aircraft repossessions, all of
which could adversely affect our financial results or our ability to pay dividends to our shareholders.
Terrorist attacks and geopolitical conditions have negatively affected the airline industry, and concerns about
geopolitical conditions and further terrorist attacks could continue to negatively affect airlines (including our lessees) for
the foreseeable future, depending upon various factors, including (i) higher costs to the airlines due to the increased security
measures; (ii) decreased passenger demand and revenue due to safety concerns or the inconvenience of additional security
measures; (iii) the price and availability of jet fuel; (iv) higher financing costs and difficulty in raising the desired amount
of proceeds on favorable terms, or at all; (v) the significantly higher costs of aircraft insurance coverage for future claims
caused by acts of war, terrorism, sabotage, hijacking and other similar perils, and the extent to which such insurance has
been or will continue to be available; (vi) the ability of airlines to reduce their operating costs and conserve financial resources,
taking into account the increased costs incurred as a consequence of terrorist attacks and geopolitical conditions, including
those referred to above; and (vii) special charges recognized by some airlines, such as those related to the impairment of
aircraft and other long lived assets stemming from the above conditions.
These results could have an adverse effect on our financial results and growth prospects or our ability to pay dividends
to our shareholders.
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The effects of epidemic diseases may negatively impact the airline industry in the future, which might cause our lessees
to not be able to meet their lease payment obligations to us, which would have an adverse effect on our financial results
and growth prospects or our ability to pay dividends to our shareholders.
The spread of SARS in 2003 was linked to air travel early in its development and negatively impacted passenger
demand for air travel at that time. While the World Health Organization’s travel bans related to SARS were temporary in
nature. SARS had a severe impact on the aviation industry, which was evidenced by a sharp reduction in passenger bookings,
cancellation of many flights and employee layoffs. While these effects were felt most acutely in Asia, SARS did spread to
other areas, including North America. Since 2003, there have been several outbreaks of avian influenza, and H1N1 influenza
outbreaks in Mexico, spreading to other parts of the world, although the impact was relatively limited. Additional outbreaks
of epidemic diseases, or the fear of such events, could result in travel bans or could otherwise negatively impact passenger
demand for air travel, which could have an adverse effect on our financial results or our ability to pay dividends to our
shareholders.
Risks Related to Our Organization and Structure
If the ownership of our common shares continues to be highly concentrated, it may prevent you and other minority
shareholders from influencing significant corporate decisions and may result in conflicts of interest.
As of February 14, 2014, Marubeni beneficially owns 16,241,833 shares, or approximately 20% of our common shares.
Although the Shareholder Agreement, dated as of June 6, 2013, by and between us and Marubeni (the "Shareholder
Agreement"), imposes certain restrictions on Marubeni's ability to make additional acquisitions of our common shares,
Marubeni, nonetheless, may be able to influence fundamental corporate matters and transactions, including the election of
directors; mergers or amalgamations (subject to prior board approval); consolidations or acquisitions; the sale of all or
substantially all of our assets; in certain circumstances, the amendment of our bye-laws; and our winding up and dissolution.
This concentration of ownership may delay, deter or prevent acts that would be favored by our other shareholders. The
interests of Marubeni may not always coincide with our interests or the interests of our other shareholders. This concentration
of ownership may also have the effect of delaying, preventing or deterring a change in control of our company. Also, Marubeni
may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might
involve risks to our other shareholders or adversely affect us or our other shareholders. In addition, under the Shareholder
Agreement, based on the current ownership of our common shares by Marubeni, Marubeni is entitled to designate two
directors for election to our board of directors. As a result of these or other factors, the market price of our common shares
could decline or shareholders might not receive a premium over the then-current market price of our common shares upon
a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our common
shares because investors may perceive disadvantages in owning shares in a company with a significant shareholder.
We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary
to meet our financial obligations and to pay dividends to our shareholders.
We are a holding company with no material direct operations. Our principal assets are the equity interests we directly
or indirectly hold in our operating subsidiaries. As a result, we are dependent on loans, dividends and other payments from
our subsidiaries to generate the funds necessary to meet our financial obligations and to pay dividends to our shareholders.
Although there are currently no material legal restrictions on our operating subsidiaries ability to distribute assets to us,
legal restrictions, including governmental regulations and contractual obligations, could restrict or impair our operating
subsidiaries ability to pay dividends or make loan or other distributions to us. Our subsidiaries are legally distinct from us
and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions.
We are a Bermuda company, and it may be difficult for you to enforce judgments against us or our directors and executive
officers.
We are a Bermuda exempted company and, as such, the rights of holders of our common shares will be governed by
Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ
from the rights of shareholders of companies incorporated in other jurisdictions. A substantial portion of our assets are
located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons
in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based
on the civil liability provisions of the U.S. securities laws. Uncertainty exists as to whether courts in Bermuda will enforce
judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the
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securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities
laws of other jurisdictions.
Our bye-laws restrict shareholders from bringing legal action against our officers and directors.
Our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our
behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure
of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving
any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims
against our officers and directors unless the act or failure to act involves fraud or dishonesty.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent
of our board of directors. These provisions include:
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provisions providing for a classified board of directors with staggered three-year terms;
provisions regarding the election of directors, classes of directors, the term of office of directors and amalgamations
to be rescinded, altered or amended only upon approval by a resolution of the directors and by a resolution of
our shareholders, including the affirmative votes of at least 66% of the votes attaching to all shares in issue
entitling the holder to vote on such resolution;
provisions in our bye-laws dealing with the removal of directors and corporate opportunity to be rescinded, altered
or amended only upon approval by a resolution of the directors and by a resolution of our shareholders, including
the affirmative votes of at least 80% of the votes attaching to all shares in issue entitling the holder to vote on
such resolution;
provisions providing for the removal of directors by a resolution, including the affirmative votes of at least 80%
of all votes attaching to all shares in issue entitling the holder to vote on such resolution;
provisions providing for our board of directors to determine the powers, preferences and rights of our preference
shares and to issue such preference shares without shareholder approval;
provisions providing for advance notice requirements by shareholders for director nominations and actions to be
taken at annual meetings; and
no provision for cumulative voting in the election of directors; all the directors standing for election may be
elected by our shareholders by a plurality of votes cast at a duly convened annual general meeting, the quorum
for which is two or more persons present in person or by proxy at the start of the meeting and representing in
excess of 50% of all votes attaching to all shares in issue entitling the holder to vote at the meeting.
In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in
control or takeover attempt that is opposed by our management and/or our board of directors. Public shareholders who might
desire to participate in these types of transactions may not have an opportunity to do so. These anti-takeover provisions
could substantially impede the ability of public shareholders to benefit from a change in control or change our management
and board of directors and, as a result, may adversely affect the market price of our common shares and your ability to realize
any potential change of control premium.
There are provisions in our bye-laws that may require certain of our non-U.S. shareholders to sell their shares to us or
to a third party.
Our bye-laws provide that if our board of directors determines that we or any of our subsidiaries do not meet, or in
the absence of repurchases of shares will fail to meet, the ownership requirements of a limitation on benefits article of any
bilateral income tax treaty with the U.S. applicable to us, and that such tax treaty would provide material benefits to us or
any of our subsidiaries, we generally have the right, but not the obligation, to repurchase, at fair market value (as determined
pursuant to the method set forth in our bye-laws), common shares from any shareholder who beneficially owns more than
5% of our issued and outstanding common shares and who fails to demonstrate to our satisfaction that such shareholder is
either a U.S. citizen or a qualified resident of the U.S. or the other 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).
We will have the option, but not the obligation, to purchase all or a part of the shares held by such shareholder (to the
extent the board of directors, in the reasonable exercise of its discretion, determines it is necessary to avoid or cure adverse
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consequences), provided that the board of directors will use its reasonable efforts to exercise this option equitably among
similarly situated shareholders (to the extent feasible under the circumstances).
Instead of exercising the repurchase right described above, we will have the right, but not the obligation, to cause the
transfer to, and procure the purchase by, any U.S. citizen or a qualified resident of the U.S. or the other contracting state of
the applicable tax treaty (as determined for purposes of the relevant provision of the limitation on benefits article of such
treaty) of the number of issued and outstanding common shares beneficially owned by any shareholder that are otherwise
subject to repurchase under our bye-laws as described above, at fair market value (as determined in the good faith discretion
of our board of directors).
The joint venture with Ontario Teachers' Pension Plan may have an adverse effect on our business.
The joint venture we entered into with an affiliate of Teachers', which is referred to in "Other Aviation Assets and
Alternative New Business Approaches" above, involves significant risks that may not be present with other methods of
ownership, including:
• we may not realize a satisfactory return on our investment or the joint venture may divert management's attention
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from our business;
our joint venture partners could have investment goals that are not consistent with our investment objectives,
including the timing, terms and strategies for any investments;
our joint venture partners might fail to fund their share of required capital contributions or fail to fulfill their
obligations as a joint venture partner; and
our joint venture partners may have competing interests in our markets that could create conflict of interest issues,
particularly if aircraft owned by the joint venture are being marketed for lease or sale at a time when the Company
also has comparable aircraft available for lease or sale.
Teachers' owns approximately 8.5% of our common shares.
Risks Related to Our Common Shares
The market price and trading volume of our common shares may be volatile or may decline regardless of our operating
performance, which could result in rapid and substantial losses for our shareholders.
If the market price of our common shares declines significantly, shareholders may be unable to resell their shares at
or above their purchase price. The market price or trading volume of our common shares could be highly volatile and may
decline significantly in the future in response to various factors, many of which are beyond our control, including:
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variations in our quarterly or annual operating results;
failure to meet any earnings estimates;
actual or perceived reduction in our growth or expected future growth;
actual or anticipated accounting issues;
publication of research reports about us, other aircraft lessors or the aviation industry or the failure of securities
analysts to cover our common shares or the decision to suspend or terminate coverage in the future;
additions or departures of key management personnel;
increased volatility in the capital markets and more limited or no access to debt financing, which may result in
an increased cost of, or less favorable terms for, debt financing or may result in sales to satisfy collateral calls or
other pressure on holders to sell our shares;
redemptions, or similar events affecting funds or other investors holding our shares, which may result in large
block trades that could significantly impact the price of our common shares;
adverse market reaction to any indebtedness we may incur or preference or common shares we may issue in the
future;
changes in or elimination of our dividend;
actions by shareholders;
changes in market valuations of similar companies;
announcements by us, our competitors or our suppliers of significant contracts, acquisitions, disposals, strategic
partnerships, joint ventures or capital commitments;
speculation in the press or investment community;
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changes or proposed changes in laws or regulations affecting the aviation industry or enforcement of these laws
and regulations, or announcements relating to these matters; and
general market, political and economic conditions and local conditions in the markets in which our lessees are
located.
In addition, the equity markets in general have frequently experienced substantial price and volume fluctuations that
have often been unrelated or disproportionate to the operating performance of companies traded in those markets. Changes
in economic conditions in the U.S., Europe or globally could also impact our ability to grow profitably. These broad market
and industry factors may materially affect the market price of our common shares, regardless of our business or operating
performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action
litigation has often been instituted against that company. Such litigation, if instituted against us, could cause us to incur
substantial costs and divert management’s attention and resources, which could have a material adverse effect on our business,
financial condition and results of operations.
Future debt, which would be senior to our common shares upon liquidation, and additional equity securities, which
would dilute the percentage ownership of our then current common shareholders and may be senior to our common
shares for the purposes of dividends and liquidation distributions, may adversely affect the market price of our common
shares.
In the future, we may attempt to increase our capital resources by incurring debt or issuing additional equity securities,
including commercial paper, medium-term notes, senior or subordinated notes or loans and series of preference shares or
common shares. Upon liquidation, holders of our debt investments and preference shares and lenders with respect to other
borrowings would receive a distribution of our available assets prior to the holders of our common shares. Additional equity
offerings would dilute the holdings of our then current common shareholders and could reduce the market price of our
common shares, or both. Preference shares, if issued, could have a preference on liquidating distributions or a preference
on dividend payments. Restrictive provisions in our debt and/or preference shares could limit our ability to make a distribution
to the holders of our common shares. Because our decision to incur more debt or issue additional equity securities in the
future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,
timing or nature of our future capital raising activities. Thus, holders of our common shares bear the risk of our future debt
and equity issuances reducing the market price of our common shares and diluting their percentage ownership.
The market price of our common shares could be negatively affected by sales of substantial amounts of our common
shares in the public markets.
As of February 14, 2014, there were 80,767,562 shares issued and outstanding, all of which are freely transferable, except
for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the
“Securities Act”). Approximately 29% of our outstanding common shares are held by our affiliates and can be resold into
the public markets in the future in accordance with the requirements of Rule 144 under the Securities Act.
One affiliate, Marubeni, currently holds approximately 20% of our outstanding common shares. Beginning in July 2016,
or earlier upon the occurrence of certain events set forth in the Shareholders Agreement, Marubeni and permitted third-party
transferees have the ability to cause us to register the resale of their common shares into the public markets. Another investor,
Ontario Teachers' Pension Plan, currently holds approximately 9% of our outstanding common shares and has the ability to
cause us to register the resale of their common shares into the public markets.
The issuance of additional common shares in connection with acquisitions or otherwise will dilute all other shareholdings.
As of February 14, 2014, we had an aggregate of 155,698,418 common shares authorized but unissued and not reserved
for issuance under our incentive plan. We may issue all of these common shares without any action or approval by our
shareholders. We intend to continue to actively pursue acquisitions of aviation assets and may issue common shares in
connection with these acquisitions. Any common shares issued in connection with our acquisitions, our incentive plan, and
the exercise of outstanding share options or otherwise would dilute the percentage ownership held by existing shareholders.
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Risks Related to Taxation
If Aircastle were treated as engaged in a trade or business in the United States, it would be subject to U.S. federal income
taxation on a net income basis, which would adversely affect our business and result in decreased cash available for
distribution to our shareholders.
If, contrary to expectations, Aircastle were treated as engaged in a trade or business in the United States, the portion
of its net income, if any, that was “effectively connected” with such trade or business would be subject to U.S. federal income
taxation at a maximum rate of 35%. In addition, Aircastle would be subject to the U.S. federal branch profits tax on its
effectively connected earnings and profits at a rate of 30%. The imposition of such taxes would adversely affect Aircastle's
business and would result in decreased cash available for distribution to our shareholders.
If there is not sufficient trading in our shares, or if 50% of our shares are held by certain 5% shareholders, we could
lose our eligibility for an exemption from U.S. federal income taxation on rental income from our aircraft used in
“international traffic” and could be subject to U.S. federal income taxation which would adversely affect our business
and result in decreased cash available for distribution to our shareholders.
We expect that we are currently eligible for an exemption under Section 883 of the Internal Revenue Code of 1986,
as amended (the “Code”), which provides an exemption from U.S. federal income taxation with respect to rental income
derived from aircraft used in international traffic by certain foreign corporations. No assurances can be given that we will
continue to be eligible for this exemption as our stock is traded on the market and changes in our ownership or the amount
of our shares that are traded could cause us to cease to be eligible for such exemption. To qualify for this exemption in
respect of rental income, the lessor of the aircraft must be organized in a country that grants a comparable exemption to
U.S. lessors (Bermuda and Ireland each do), and certain other requirements must be satisfied. We can satisfy these
requirements in any year if, for more than half the days of such year, our shares are primarily and regularly traded on a
recognized exchange and certain shareholders, each of whom owns 5% or more of our shares (applying certain attribution
rules), do not collectively own more than 50% of our shares. Our shares will be considered to be primarily and regularly
traded on a recognized exchange in any year if (i) the number of trades in our shares effected on such recognized stock
exchanges exceed the number of our shares (or direct interests in our shares) that are traded during the year on all securities
markets; (ii) trades in our shares are effected on such stock exchanges in more than de minimis quantities on at least 60 days
during every calendar quarter in the year; and (iii) the aggregate number of our shares traded on such stock exchanges during
the taxable year is at least 10% of the average number of our shares outstanding in that class during that year. If our shares
cease to satisfy these requirements, then we may no longer be eligible for the Section 883 exemption with respect to rental
income earned by aircraft used in international traffic. If we were not eligible for the exemption under Section 883 of the
Code, we expect that the U.S. source rental income of Aircastle Bermuda generally would be subject to U.S. federal taxation,
on a gross income basis, at a rate of not in excess of 4% as provided in Section 887 of the Code. If, contrary to expectations,
Aircastle Bermuda did not comply with certain administrative guidelines of the Internal Revenue Service, such that 90%
or more of Aircastle Bermuda’s U.S. source rental income were attributable to the activities of personnel based in the United
States, Aircastle Bermuda’s U.S. source rental income would be treated as income effectively connected with the conduct
of a trade or business in the United States. In such case, Aircastle Bermuda’s U.S. source rental income would be subject
to U.S. federal income taxation on its net income at a maximum rate of 35% as well as state and local taxation. In addition,
Aircastle Bermuda would be subject to the U.S. federal branch profits tax on its effectively connected earnings and profits
at a rate of 30%. The imposition of such taxes would adversely affect our business and would result in decreased cash
available for distribution to our shareholders.
One or more of our Irish subsidiaries could fail to qualify for treaty benefits, which would subject certain of their income
to U.S. federal income taxation, which would adversely affect our business and result in decreased cash available for
distribution to our shareholders.
Qualification for the benefits of the double tax treaty between the United States and Ireland (the “Irish Treaty”) depends
on many factors, including being able to establish the identity of the ultimate beneficial owners of our common shares. Each
of the Irish subsidiaries may not satisfy all the requirements of the Irish Treaty and thereby may not qualify each year for
the benefits of the Irish Treaty or may be deemed to have a permanent establishment in the United States. Moreover, the
provisions of the Irish Treaty may change. Failure to so qualify, or to be deemed to have a permanent establishment in the
United States, could result in the rental income from aircraft used for flights within the United States being subject to
increased U.S. federal income taxation. The imposition of such taxes would adversely affect our business and would result
in decreased cash available for distribution to our shareholders.
27
We may become subject to an increased rate of Irish taxation which would adversely affect our business and would result
in decreased earnings available for distribution to our shareholders.
Our Irish subsidiaries and affiliates are expected to be subject to corporation tax on their income from leasing, managing
and servicing aircraft at the 12.5% tax rate applicable to trading income. This expectation is based on certain assumptions,
including that we will maintain at least the current level of our business operations in Ireland. If we are not successful in
achieving trading status in Ireland, the income of our Irish subsidiaries and affiliates will be subject to corporation tax at
the 25% rate applicable to non-trading activities, which would adversely affect our business and would result in decreased
earnings available for distribution to our shareholders.
We may be subject to an increased rate of Singapore taxation which would adversely affect our business and would
result in decreased earnings available for distribution to our shareholders.
Our Singapore subsidiaries are subject to Singapore income tax on their income from leasing, managing and servicing
aircraft. Singapore's authorities have awarded our Singapore subsidiaries a reduced rate of tax until July 2017, provided
that we satisfy certain conditions and requirements. If we cannot meet such conditions and requirements, or if the award is
not renewed, we would be subject to additional Singapore income tax. This would adversely affect our business and would
result in decreased earnings available for distribution to our shareholders.
We may become subject to income or other taxes in the non-U.S. jurisdictions in which our aircraft operate, where our
lessees are located or where we perform certain services which would adversely affect our business and result in decreased
cash available for distributions to shareholders.
Certain Aircastle entities are expected to be subject to the income tax laws of Ireland and/or the United States. In
addition, we may be subject to income or other taxes in other jurisdictions by reason of our activities and operations, where
our aircraft operate or where the lessees of our aircraft (or others in possession of our aircraft) are located. Although we
have adopted operating procedures to reduce the exposure to such taxation, we may be subject to such taxes in the future
and such taxes may be substantial. In addition, if we do not follow separate operating guidelines relating to managing a
portion of our aircraft portfolio through offices in Ireland and Singapore, income from aircraft not owned in such jurisdictions
would be subject to local tax. The imposition of such taxes would adversely affect our business and would result in decreased
earnings available for distribution to our shareholders.
We expect to continue to be a passive foreign investment company (“PFIC”) and may be a controlled foreign corporation
(“CFC”), for U.S. federal income tax purposes.
We expect to continue to be treated as a PFIC and may be a CFC for U.S. federal income tax purposes. If you are a
U.S. person and do not make a qualified electing fund (“QEF”) election with respect to us and each of our PFIC subsidiaries,
unless we are a CFC and you own 10% of our voting shares, you would be subject to special deferred tax and interest charges
with respect to certain distributions on our common shares, any gain realized on a disposition of our common shares and
certain other events. The effect of these deferred tax and interest charges could be materially adverse to you. Alternatively,
if you are such a shareholder and make a QEF election for us and each of our PFIC subsidiaries, or if we are a CFC and you
own 10% or more of our voting shares, you will not be subject to those charges, but could recognize taxable income in a
taxable year with respect to our common shares in excess of any distributions that we make to you in that year, thus giving
rise to so-called “phantom income” and to a potential out-of-pocket tax liability.
Distributions made to a U.S. person that is an individual will not be eligible for taxation at reduced tax rates generally
applicable to dividends paid by certain United States corporations and “qualified foreign corporations” on or after January 1,
2003. The more favorable rates applicable to regular corporate dividends could cause individuals to perceive investment in
our shares to be relatively less attractive than investment in the shares of other corporations, which could adversely affect
the value of our shares.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
28
ITEM 2. PROPERTIES
We lease approximately 19,200 square feet of office space in Stamford, Connecticut for our corporate operations. On
January 30, 2012, we signed a ten-year extension lease for the office space in Stamford, Connecticut. We lease approximately
3,380 square feet of office space in Dublin, Ireland for our acquisition, aircraft leasing and asset management operations in
Europe. The lease for the Irish facility expires in June 2016. On July 17, 2012, we signed a four-year lease for the office
space in Singapore. We lease approximately 2,600 square feet of office space in Singapore for our acquisition, aircraft leasing
and asset management operations in Asia. The lease for the Singapore facility expires in July 2016.
We believe our current facilities are adequate for our current needs and that suitable additional space will be available
as and when needed.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal or adverse regulatory proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Executive Officers of the Registrant
Executive officers are elected by our board of directors, and their terms of office continue until the next annual meeting
of the board or until their successors are elected and have been duly qualified. There are no family relationships among our
executive officers.
Set forth below is information pertaining to our executive officers who held office as of February 14, 2014:
Ron Wainshal, 49, became our Chief Executive Officer in May 2005 and a member of our Board in May 2010. Prior
to joining Aircastle, Mr. Wainshal was in charge of the Asset Management group of General Electric Commercial Aviation
Services (“GECAS”) from 2003 to 2005. After joining GECAS in 1998, Ron led many of GECAS’ U.S. airline restructuring
efforts and its bond market activities, and played a major marketing and structured finance role in the Americas. Before
joining GECAS, he was a principal and co-owner of a financial advisory company specializing in transportation infrastructure
from 1994 to 1998 and prior to that held positions at Capstar Partners and The Transportation Group in New York and Ryder
System in Miami. He received a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA
from the University of Chicago’s Booth Graduate School of Business. Mr. Wainshal is a director of Everyware Global, Inc.
Michael Inglese, 52, became our Chief Financial Officer in April 2007. Prior to joining the Company, Mr. Inglese
served as an Executive Vice President and Chief Financial Officer of PanAmSat Holding Corporation, where he served as
Chief Financial Officer from June 2000 until the closing of PanAmSat’s sale to Intelsat in July 2006. Mr. Inglese joined
PanAmSat in May 1998 as Vice President, Finance after serving as Chief Financial Officer for DIRECTV Japan, Inc. He is
a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers University College of Engineering
and his MBA from Rutgers Graduate School of Business Management.
Michael Kriedberg, 52, became our Chief Commercial Officer in April 2013. Prior to joining the Company, Mr.
Kriedberg served as an Executive Vice President, Aviation Financing Operations of GE Capital Aviation Services from
August 2009. From January 2008 to August 2009, Mr. Kriedberg was the Chief Investment Officer of GE Capital Corporation
(“GECC”) and President of the Bank Loan Group division of GECC from August 2006 to January 2008. Mr. Kriedberg
holds a bachelor degree in Economics from SUNY Albany and a Master’s degree in Accounting from Pace University.
David Walton, 52, became our General Counsel in March 2005 and our Chief Operating Officer in January 2006 and
our Secretary in August 2006. Prior to joining Aircastle, Mr. Walton was Chief Legal Officer of Boullioun Aviation Services,
Inc. from 1996 to 2005. Prior to that, Mr. Walton was a partner at the law firm of Perkins Coie in Seattle and Hong Kong.
Mr. Walton has over 20 years of experience in aircraft leasing and finance. He received a BA in Political Science from
Stanford University and a JD from Boalt Hall School of Law, University of California, Berkeley.
Joseph Schreiner, 56, became our Executive Vice President, Technical in October 2004. Prior to joining Aircastle,
Mr. Schreiner oversaw the technical department at AAR Corp, a provider of products and services to the aviation and defense
29
industries from 1998 to 2004 where he managed aircraft and engine evaluations and inspections, aircraft lease transitions,
reconfiguration and heavy maintenance. Prior to AAR, Mr. Schreiner spent 19 years at Boeing (McDonnell-Douglas) in
various technical management positions. Mr. Schreiner received a BS from the University of Illinois and an MBA from
Pepperdine University.
Aaron Dahlke, 45, became our Chief Accounting Officer in June 2005. Prior to that, Mr. Dahlke was Vice President
and Controller of Boullioun Aviation Services Inc. from January 2003 to May 2005. Prior to Boullioun, Mr. Dahlke was at
ImageX.com, Inc. and Ernst & Young LLP. He received a B.S. in Accounting from California State University,
San Bernardino. He is a Certified Public Accountant.
30
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTER AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are listed for trading on the New York Stock Exchange under the symbol “AYR.” As of February 14,
2014, there were approximately 19,197 record holders of our common shares.
The following table sets forth the quarterly high and low prices of our common shares on the New York Stock Exchange
for the periods indicated since our initial public offering and dividends during such periods:
Year Ending December 31, 2012:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ending December 31, 2013:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$ 14.55
$ 12.13
$ 12.66
$ 10.77
$ 13.04
$ 11.26
$ 12.69
$ 10.91
$ 14.20
$ 12.43
$ 16.29
$ 12.89
$ 18.12
$ 15.94
$ 19.50
$ 17.02
Dividends
Declared
Per
Share ($)
$
$
$
$
$
$
$
$
0.150
0.150
0.150
0.165
0.165
0.165
0.165
0.200
Our ability to pay, maintain or increase cash dividends to our shareholders is subject to the discretion of our board of
directors and will depend on many factors, including the difficulty we may experience in raising capital in a market that has
experienced significant volatility in recent years and our ability to finance our aircraft acquisition commitments; our ability
to negotiate favorable lease and other contractual terms; the level of demand for our aircraft; the economic condition of the
commercial aviation industry generally; the financial condition and liquidity of our lessees; the lease rates we are able to
charge and realize; our leasing costs; unexpected or increased expenses; the level and timing of capital expenditures; principal
repayments and other capital needs; the value of our aircraft portfolio; our compliance with loan to value, debt service
coverage, interest rate coverage and other financial covenants in our financings; our results of operations, financial condition
and liquidity; general business conditions; restrictions imposed by our securitizations or other financings; legal restrictions
on the payment of dividends, including a statutory dividend test and other limitations under Bermuda law; and other factors
that our board of directors deems relevant. Some of these factors are beyond our control and a change in any such factor
could affect our ability to pay dividends on our common shares. In the future we may not choose to pay dividends or may
not be able to pay dividends, maintain our current level of dividends, or increase them over time. Increases in demand for
our aircraft and operating lease payments may not occur and may not increase our actual cash available for dividends to our
common shareholders. The failure to maintain or pay dividends may adversely affect our share price.
31
Issuer Purchases of Equity Securities
During the fourth quarter of 2013, we purchased our common shares as follows:
Total
Number
of Shares
Purchased
Average
Price
Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs(a)
(Dollars in thousands, except per share amounts)
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs(a)
—
$
—
— (a)
—
$
—
—
—
—
— $
—
—
— $
30,000
30,000
30,000
30,000
Period
October
November
December
Total
______________
(a) We repurchased 679,292 common shares at an aggregate cost of $8.6 million including commissions during 2013. The remaining dollar value of common
shares that may be purchased under the Board authorized program is $30.0 million.
Performance Graph
The following stock performance graph shall not be deemed “filed” with the SEC or subject to Section 18 of the
Exchange Act, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as
amended.
The following graph compares the cumulative five year total return to holders of our common shares relative to the
cumulative total returns of the S&P 500 Index and a customized peer group over the five year period ended December 31,
2013. The peer group consists of three companies: AerCap Holdings NV (NYSE: AER), Air Lease Corporation (NYSE:
AL) and FLY Leasing Limited (NYSE: FLY). An investment of $100 (with reinvestment of all dividends) is assumed to
have been made in our common shares, the S&P 500 Index and in the peer group on December 31, 2008, and the relative
performance of each is tracked through December 31, 2013. The stock performance shown on the graph below represents
historical stock performance and is not necessarily indicative of future stock price performance.
32
*
$100 invested on 12/31/08 in stock or index, including reinvestment of dividends.
Aircastle Limited
S&P 500
Peer Group
12/31/08
12/31/09
12/31/10
12/31/11
12/31/12
12/31/13
$
100.00
$
217.76
$
241.13
$
306.93
$
318.49
$
100.00
100.00
126.46
229.83
145.51
362.63
148.59
299.74
172.37
309.45
508.29
228.19
608.65
33
ITEM 6. SELECTED FINANCIAL DATA
The selected historical consolidated financial, operating and other data as of December 31, 2012 and 2013 and for
each of the three years in the period ended December 31, 2013 presented in this table are derived from our audited consolidated
financial statements and related notes thereto appearing elsewhere in this Annual Report. The selected consolidated financial
data as of December 31, 2009 and 2010 presented in this table are derived from our audited consolidated financial statements
and related notes thereto, which are not included in this Annual Report. You should read these tables along with Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial
statements and the related notes thereto included elsewhere in this Annual Report.
Selected Financial Data:
Consolidated Statements of Operation:
Total revenues
Selling, general and administrative expenses
Depreciation
Interest, net
Net income
Earnings per common share — Basic:
Net income
Earnings per common share — Diluted:
Net income
Cash dividends declared per share
Other Operating Data:
EBITDA
Adjusted EBITDA
Adjusted net income
Consolidated Statements of Cash Flows:
Cash flows provided by operations
Cash flows used in investing activities
Year Ended December 31,
2009
2010
2011
2012
2013
(Dollars in thousands, except share data)
$ 570,585
$ 527,710
$ 605,197
$ 686,572
$ 708,645
46,016
209,481
169,810
102,492
45,774
220,476
178,262
65,816
45,953
242,103
204,150
124,270
48,370
269,920
222,808
32,868
53,436
284,924
243,757
29,781
$
$
$
1.29
1.29
0.40
$
$
$
0.83
0.83
0.40
$
$
$
1.64
1.64
0.50
$
$
$
0.46
0.46
0.615
$
$
$
0.40
0.40
0.695
$ 501,672
$ 491,231
$ 594,800
$ 546,285
$ 600,088
529,792
117,788
506,942
82,461
607,870
144,963
647,622
57,009
717,209
59,260
$ 327,641
$ 356,530
$ 359,377
$ 427,277
$ 424,037
(269,434)
(541,115)
(445,420)
(741,909)
(682,933)
Cash flows provided by financing activities
3,512
281,876
141,608
637,327
295,292
Consolidated Balance Sheet Data:
Cash and cash equivalents
$ 142,666
$ 239,957
$ 295,522
$ 618,217
$ 654,613
Flight equipment held for lease, net of accumulated depreciation
3,812,970
4,065,780
4,387,986
4,662,661
5,044,410
Net investment in finance leases
Total assets
—
—
—
119,951
145,173
4,454,512
4,859,059
5,224,459
5,812,160
6,251,893
Borrowings under Senior Notes, securitizations and term debt
financings
Shareholders’ equity
Other Data:
2,464,560
2,707,958
2,986,516
3,598,676
3,737,362
1,291,237
1,342,718
1,404,608
1,415,626
1,645,407
Number of Aircraft (at the end of period)
Total debt to total capitalization
129
65.6%
136
66.9%
144
68.0%
159
71.8%
162
69.4%
34
We define EBITDA as income (loss) from continuing operations before income taxes, interest expense, and depreciation
and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-
US GAAP measure is helpful in identifying trends in our performance. This measure provides an assessment of controllable
expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial
goals as well as achieving optimal financial performance. It provides an indicator for management to determine if adjustments
to current spending decisions are needed. EBITDA provides us with a measure of operating performance because it assists
us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily
interest charges on our outstanding debt) and asset base (primarily depreciation and amortization) from our operating results.
Accordingly, this metric measures our financial performance based on operational factors that management can impact in
the short-term, namely the cost structure, or expenses, of the organization. EBITDA is one of the metrics used by senior
management and the board of directors to review the consolidated financial performance of our business.
We define Adjusted EBITDA as EBITDA (as defined above) further adjusted to give effect to adjustments required
in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
Adjusted EBITDA is a material component of these covenants.
The table below shows the reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended
December 31, 2009, 2010, 2011, 2012 and 2013.
Amortization of net lease premiums (discounts) and lease incentives
11,229
20,081
16,445
Net income
Depreciation
Interest, net
Income tax provision
EBITDA
Adjustments:
Impairment of aircraft
Non-cash share based payment expense
Loss (gain) on mark to market of interest rate derivative contracts
Contract termination expense
Adjusted EBITDA
Year Ended December 31,
2009
2010
2011
2012
2013
(Dollars in thousands)
$ 102,492
$ 65,816
$ 124,270
$ 32,868
$
29,781
209,481
220,476
242,103
269,920
12,844
222,808
7,845
284,924
32,411
243,757
9,215
169,810
178,262
204,150
8,660
6,596
7,832
$ 501,672
$ 491,231
$ 594,800
$ 546,285
$ 600,088
18,211
6,868
(959)
4,000
7,342
7,509
860
—
6,436
5,786
848
—
96,454
4,232
(597)
1,248
117,306
4,569
(4,754)
—
$ 529,792
$ 506,942
$ 607,870
$ 647,622
$ 717,209
Management believes that Adjusted Net Income ("ANI") when viewed in conjunction with the Company's results under
US GAAP and the below reconciliation, provides useful information about operating and period-over-period performance,
and provides additional information that is useful for evaluating the underlying operating performance of our business
without regard to periodic reporting elements related to interest rate derivative accounting.
35
The table below shows the reconciliation of net income to ANI for the years ended December 31, 2009, 2010, 2011,
2012 and 2013.
Year Ended December 31,
2009
2010
2011
2012
2013
Net income
$ 102,492
$
65,816
$ 124,270
$ 32,868
$ 29,781
Ineffective portion and termination of cash flow hedges(1)
Mark to market of interest rate derivative contracts(2)
Loan termination payment(1)
Write-off of deferred financing fees(1)
Stock compensation expense(3)
Term Financing No. 1 hedge loss amortization charges(1)
Securitization No. 1 hedge loss amortization charges(1)
Contract termination expense
Adjusted net income
_____________
(1)
(2)
(3)
Included in Interest, net.
Included in Other income (expense)
Included in Selling, general and administrative expenses
5,387
(959)
—
—
6,868
—
—
4,000
5,805
860
—
2,471
7,509
—
—
—
8,407
848
3,196
2,456
5,786
—
—
—
2,893
(597)
—
3,034
4,232
13,331
—
1,248
2,393
(4,754)
2,954
3,975
4,569
17,843
2,499
—
$ 117,788
$
82,461
$ 144,963
$ 57,009
$ 59,260
36
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This management’s discussion and analysis of financial condition and results of operations contains forward-looking
statements that involve risks, uncertainties and assumptions. You should read the following discussion in conjunction with
Item 6 — “Selected Financial Data” and our historical consolidated financial statements and the notes thereto appearing
elsewhere in this report. The results of operations for the periods reflected herein are not necessarily indicative of results
that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-
looking statements as a result of various factors, including but not limited to those described under Item 1A. — “Risk
Factors” and elsewhere in this report. Please see “Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995” for a discussion of the uncertainties, risks and assumptions associated with these statements. Our consolidated
financial statements are prepared in accordance with US GAAP and, unless otherwise indicated, the other financial
information contained in this report has also been prepared in accordance with US GAAP. Unless otherwise indicated, all
references to “dollars” and “$” in this report are to, and all monetary amounts in this report are presented in, U.S. dollars.
OVERVIEW
We acquire, lease, and sell commercial jet aircraft with large, global operator bases and long useful lives. As of
December 31, 2013, our aircraft portfolio consisted of 162 aircraft that were leased to 64 lessees located in 37 countries.
Our aircraft fleet is managed by an experienced team based in the United States, Ireland and Singapore. Typically, our
aircraft are subject to net leases whereby the lessee is generally responsible for maintaining the aircraft and paying operational,
maintenance and insurance costs, although in a majority of cases, we are obligated to pay a portion of specified maintenance
or modification costs. From time to time, we also make investments in other aviation assets, including debt investments
secured by commercial jet aircraft. As of December 31, 2013, the net book value of our flight equipment and finance lease
aircraft was $5.19 billion compared to $4.78 billion at the end of 2012. Our revenues and net income for the year ended
December 31, 2013 were $708.6 million and $29.8 million respectively, and for the fourth quarter 2013 were $192.0 million
and $48.4 million, respectively.
Revenues
Our revenues are comprised primarily of operating lease rentals on flight equipment held for lease, revenue from
retained maintenance payments related to lease expirations, lease termination payments, lease incentive amortization and
interest recognized from finance leases.
Typically, our aircraft are subject to net operating leases whereby the lessee pays lease rentals and is generally
responsible for maintaining the aircraft and paying operational, maintenance and insurance costs, although in a majority of
cases we are obligated to pay a portion of specified maintenance or modification costs. Our aircraft lease agreements generally
provide for the periodic payment of a fixed amount of rent over the life of the lease and the amount of the contracted rent
will depend upon the type, age, specification and condition of the aircraft and market conditions at the time the lease is
committed. The amount of rent we receive will depend on a number of factors, including the credit-worthiness of our lessees
and the occurrence of delinquencies, restructurings and defaults. Our lease rental revenues are also affected by the extent
to which aircraft are off-lease and our ability to remarket aircraft that are nearing the end of their leases in order to minimize
their off-lease time. Our success in re-leasing aircraft is affected by market conditions relating to our aircraft and by general
industry conditions and trends. An increase in the percentage of off-lease aircraft or a reduction in lease rates upon remarketing
would negatively impact our revenues.
Under an operating lease, the lessee will be responsible for performing maintenance on the relevant aircraft and will
typically be required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value
components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time,
depending upon the component, and would be made either monthly in arrears or at the end of the lease term. For maintenance
payments made monthly in arrears during a lease term, we will typically be required to reimburse all or a portion of these
payments to the lessee upon their completion of the relevant heavy maintenance, overhaul or parts replacement. We record
maintenance payments paid by the lessee during a lease as accrued maintenance liabilities in recognition of our obligation
in the lease to refund such payments, and therefore we do not recognize maintenance revenue during the lease. Maintenance
revenue recognition would occur at the end of a lease, when we are able to determine the amount, if any, by which reserve
payments received exceed the amount we are required under the lease to reimburse to the lessee for heavy maintenance,
overhaul or parts replacement. The amount of maintenance revenue we recognize in any reporting period is inherently
37
volatile and is dependent upon a number of factors, including the timing of lease expiries, including scheduled and
unscheduled expiries, the timing of maintenance events and the utilization of the aircraft by the lessee.
Many of our leases contain provisions which may require us to pay a portion of the lessee's costs for heavy maintenance,
overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives,
which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such
costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units,
expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated cost of the
maintenance event and the estimated amounts the lessee is responsible to pay.
This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize
the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being
recorded as a lease incentive liability which is included in maintenance payments on the balance sheet. The payment to the
lessee for the lease incentive liability is first recorded against the lease incentive liability and any excess above the lease
incentive liability is recorded as a prepaid lease incentive asset which is included in other assets on the balance sheet and
continues to amortize over the remaining life of the lease.
Operating Expenses
Operating expenses are comprised of depreciation of flight equipment held for lease, interest expense, selling, general
and administrative expenses, aircraft impairment charges and maintenance and other costs. Because our operating lease
terms generally require the lessee to pay for operating, maintenance and insurance costs, our portion of maintenance and
other costs relating to aircraft reflected in our statement of income primarily relates to expenses for unscheduled lease
terminations.
Income Tax Provision
We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax
Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or
income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such
tax shall not, until March 2035, be applicable to us or to any of our operations or to our shares, debentures or other obligations
except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real
property owned or leased by us in Bermuda. Consequently, the provision for income taxes recorded relates to income earned
by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose income taxes,
primarily Ireland and the United States.
All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-U.S.
corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically are
not subject to U.S. federal, state or local income taxes unless they operate within the U.S., in which case they may be subject
to federal, state and local income taxes. We also have a U.S. based subsidiary which provides management services to our
non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes. In addition, those subsidiaries that are
resident in Ireland are subject to Irish tax.
Segments
We operate in one segment.
Acquisitions and Sales
In 2013, we invested in 25 aircraft for $1.45 billion as follows:
•
•
•
•
nine aircraft for $924.3 million with ages of less than five years;
eleven aircraft for $429.9 million between five and ten years in age;
four aircraft for $82.4 million between ten and fifteen years in age; and
one aircraft for $11.8 million with an age of over fifteen years.
As of December 31, 2013, we had commitments to acquire six aircraft for $575.0 million. After taking into account
acquisitions, amendments to commitments and new commitments, as of February 24, 2014, we have closed on or committed
to acquire 13 aircraft for $1.14 billion.
38
During 2013, the aggregate sales price for flight equipment sold was $548.4 million, which resulted in a net gain of
$37.2 million. We repaid debt associated with this flight equipment in the amount of $166.0 million.
The following table sets forth certain information with respect to the aircraft owned by us as of December 31, 2011,
2012 and 2013:
AIRCASTLE AIRCRAFT INFORMATION (dollars in millions)
Owned
Aircraft as of
December 31,
2011(1)
Owned
Aircraft as of
December 31,
2012(1)
Owned
Aircraft as of
December 31,
2013(1)
Flight Equipment Held for Lease
Unencumbered Flight Equipment included in Flight Equipment Held for Lease
$
$
Number of Aircraft
Number of Unencumbered Aircraft
Number of Lessees
Number of Countries
Weighted Average Age — Passenger (years)(2)
Weighted Average Age — Freighter (years)(2)
Weighted Average Age — Combined (years)(2)
Weighted Average Remaining Passenger Lease Term (years)(3)
Weighted Average Remaining Freighter Lease Term (years)(3)
Weighted Average Remaining Combined Lease Term (years)(3)
Weighted Average Fleet Utilization during the Fourth Quarter(4)
Weighted Average Fleet Utilization for the year ended(4)
Portfolio Yield for the Fourth Quarter(5)
Portfolio Yield for the year ended(5)
____________
$
$
4,388
677
144
27
65
36
11.2
10.0
10.9
4.1
6.4
4.9
99%
99%
14%
14%
$
$
4,783
2,092
159
72
69
36
10.5
11.1
10.7
4.8
5.3
5.0
99%
99%
14%
14%
5,190
2,655
162
80
64
37
9.2
13.0
9.9
5.2
4.2
5.0
99%
99%
14%
14%
(1) Calculated using net book value of flight equipment held for lease and net investment in finance leases as at period end.
(2) Weighted average age (years) by net book value.
(3) Weighted average remaining lease term (years) by net book value.
(4) Aircraft on-lease days as a percent of total days in period weighted by net book value.
(5) Lease rental revenue for the period as a percent of the average net book value of flight equipment held for lease for the period.
Our owned aircraft portfolio as of December 31, 2013 is listed in Exhibit 99.1 to this report.
39
PORTFOLIO DIVERSIFICATION
Aircraft Type
Passenger:
Narrowbody
Midbody
Widebody
Total Passenger
Freighter
Total
Manufacturer
Boeing
Airbus
Embraer
Total
Regional Diversification
Europe
Asia and Pacific
North America
South America
Middle East and Africa
Off-lease(1)
Total
_______________
Owned Aircraft as of
December 31, 2013
Number of
Aircraft
% of Net
Book Value
99
36
5
140
22
162
97
60
5
162
64
56
19
14
7
2
36%
33%
12%
81%
19%
100%
54%
43%
3%
100%
30%
41%
10%
7%
11%
1%
162
100%
(1) Consists of two Boeing 747-400 converted freighter aircraft, one of which is subject to a commitment to lease and the other is being
marketed.
40
Our largest customer represents less than 7% of the net book value of flight equipment held for lease (includes net
book value of flight equipment held for lease and net investment in finance leases) at December 31, 2013. Our top 15
customers for aircraft we owned at December 31, 2013, representing 64 aircraft and 58.5% of the net book value of flight
equipment held for lease, are as follows:
Percent of Net Book Value
Greater than 6% per customer
3% to 6% per customer
Less than 3% per customer
Customer
South African Airways
Thai Airways
Martinair(1)
Emirates
Garuda
US Airways(2)
Jet Airways
Virgin Australia
AirBridge Cargo(3)
EVA Airways
Singapore Airlines
SriLankan Airlines
Azul
GOL (4)
Air Canada
Total top 15 customers
All other
Total all customers
Country
South Africa
Thailand
Netherlands
United Arab Emirates
Indonesia
USA
India
Australia
Russia
Taiwan
Singapore
Sri Lanka
Brazil
Brazil
Canada
Number
of
Aircraft
4
2
5
2
4
11
8
2
2
4
2
4
5
7
2
64
98
162
(1) Martinair is a wholly owned subsidiary of KLM. If combined with one other affiliated customer, the two customers represents 6% of flight equipment held
for lease.
(2) US Airways has now merged with American Airlines.
(3) Guaranteed by Volga-Dnepr Airlines.
(4) GOL has guaranteed the obligations of an affiliate, VRG Linhas Aereas.
Finance
Aircastle is a publicly listed company trading on the New York Stock Exchange. Since our inception in late 2004, we
have raised approximately $1.7 billion in equity capital from private and public investors as well as approximately $9.7
billion in debt capital for both growth and refinancing purposes. This debt capital has been sourced from a variety of
providers demonstrating our funding expertise and flexibility in adapting to changing capital markets conditions. In addition
to our capital raising in the export credit agency-backed debt, commercial bank debt and the aircraft securitization markets
for secured debt, we believe our access to the unsecured bond market continues to be a competitive differentiator which
allows us to pursue a more flexible and opportunistic investment strategy.
We intend to fund new investments through cash on hand, funds generated from operations, maintenance payments
received from lessees, secured borrowings for aircraft, draws on our 2013 Revolving Credit Facility and proceeds from any
future aircraft sales. We may repay all or a portion of such borrowings from time to time with the net proceeds from subsequent
long-term debt financings, additional equity offerings or cash generated from operations and asset sales. Therefore, our
ability to execute our business strategy, particularly the acquisition of additional commercial jet aircraft or other aviation
assets, depends to a significant degree on our ability to obtain additional debt and equity capital on terms we deem attractive.
See “Liquidity and Capital Resources — Secured Debt Financings” and ”Liquidity and Capital Resources —
Unsecured Debt Financings” below.
41
Comparison of the year ended December 31, 2012 to the year ended December 31, 2013:
Revenues:
Lease rental revenue
Finance lease revenue
Amortization of net lease discounts and lease incentives
Maintenance revenue
Total lease rentals
Other revenue
Total revenues
Expenses:
Depreciation
Interest, net
Selling, general and administrative
Impairment of aircraft
Maintenance and other costs
Total operating expenses
Other income:
Gain on sale of flight equipment
Other
Total other income
Income from continuing operations before income taxes and earnings of unconsolidated equity method
investment
Income tax provision
Earnings of unconsolidated equity method investment, net of tax
Net income
Revenues:
Year Ended
December 31,
2012
2013
(Dollars in thousands)
$ 623,503
$ 644,929
8,393
16,165
(12,844)
(32,411)
53,320
68,342
672,372
697,025
14,200
11,620
686,572
708,645
269,920
222,808
48,370
96,454
14,656
284,924
243,757
53,436
117,306
13,631
652,208
713,054
5,747
602
6,349
40,713
7,845
—
37,220
6,132
43,352
38,943
9,215
53
$ 32,868
$ 29,781
Total revenues increased by 3.2%, or $22.1 million, for the year ended December 31, 2013 as compared to the year
ended December 31, 2012, primarily as a result of the following:
Lease rental revenue. The increase in lease rental revenue of $21.4 million for the year ended December 31, 2013 as
compared to the same period in 2012 was primarily the result of:
• $103.0 million of revenue reflecting the full year impact of 17 aircraft purchased in 2012 and the impact of 24
aircraft purchased in 2013.
This increase was offset partially by a decrease in lease rental revenue of:
• $52.7 million due to aircraft sales;
• $22.2 million due to lease extensions, amendments and transitions; and
• $6.6 million from the effect of lease terminations and other changes.
Finance lease revenue: For the year ended December 31, 2013, $16.2 million of interest income from finance leases
was recognized as compared to $8.4 million of interest income from finance leases recorded for the same period in 2012
due to the addition of two new finance leases in 2013 and the full year revenue from the 2012 additions.
42
Amortization of net lease discounts and lease incentives.
Amortization of lease incentives
Amortization of lease premiums
Amortization of lease discounts
Amortization of net lease discounts and lease incentives
Year Ended
December 31,
2012
2013
(Dollars in thousands)
$
(9,387) $ (25,356)
(5,141)
(9,003)
1,684
1,948
$ (12,844) $ (32,411)
As more fully described above under “Revenues”, lease incentives represent our estimated portion of the lessee’s cost
for heavy maintenance, overhaul or replacement of certain high-value components which is amortized over the life of the
related lease. As we enter into new leases, the amortization of lease incentives generally increases and, conversely, if a
related lease terminates, the related unused lease incentive liability will reduce the amortization of lease incentives. The
increase in amortization of lease incentives of $16.0 million was primarily resulted from ten unscheduled lease transitions,
three scheduled lease transitions and one change in lease incentive estimate as compared with eight unscheduled lease
transitions, three scheduled lease transitions, two unscheduled changes in lease terms and one change in lease incentive
estimate in 2012.
As more fully described above under “Revenues”, lease premiums represent the present value of the amount above
current lease rates for acquired aircraft with attached leases. The increase in amortization of lease premiums of $3.9 million
for the year ended December 31, 2013 as compared to the same period in 2012 primarily resulted from additional amortization
on seven aircraft purchased in 2013 and the full year amortization from five aircraft purchased in 2012.
Maintenance revenue.
Unscheduled lease terminations
Scheduled lease terminations
Maintenance revenue
Year Ended December 31,
2012
2013
Dollars
(in thousands)
Number of
Leases
Dollars
(in thousands)
Number of
Leases
$
$
34,894
18,426
53,320
10
$
5
15
$
47,734
20,608
68,342
10
7
17
Unscheduled lease terminations. For the year ended December 31, 2012, we recorded maintenance revenue of $34.9
million from unscheduled lease terminations primarily associated with ten aircraft returned in 2012. Comparatively, for the
same period in 2013, we recorded maintenance revenue totaling $47.7 million from unscheduled lease terminations associated
with ten aircraft returned in 2013.
Scheduled lease terminations. For the year ended December 31, 2012, we recorded maintenance revenue from
scheduled lease terminations totaling $18.4 million associated with five aircraft. Comparatively, for the same period in 2013,
we recorded $20.6 million, associated with maintenance revenue from seven scheduled lease terminations.
Other revenue was $14.2 million during the year ended December 31, 2012, which was primarily due to additional
fees paid by lessees in connection with early termination of 11 leases. For the year ended December 31, 2013, other revenue
was $11.6 million which was primarily due to $1.7 million of interest income on our debt investments and approximately
$9.9 million recognized in additional fees paid by lessees in connection with the early termination of 13 leases.
Operating Expenses:
Total operating expenses increased by 9.3%, or $60.8 million, for the year ended December 31, 2013 as compared to
the year ended December 31, 2012 primarily as a result of the following:
43
Depreciation expense increased by $15.0 million for the year ended December 31, 2013 over the same period in 2012.
The net increase is primarily the result of:
• a $28.3 million increase in depreciation for aircraft acquired; and
• a $5.2 million increase due to changes to asset lives and residual values.
This increase was offset by:
• a $15.5 million decrease in depreciation for aircraft sales; and
• a $3.3 million decrease due to capitalized aircraft improvements being fully depreciated.
Interest, net consisted of the following:
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
Hedge ineffectiveness losses (gains)
Amortization of interest rate derivatives related to deferred losses
Amortization of deferred financing fees and notes discount(2)
Interest Expense
Less interest income
Less capitalized interest
Interest, net
______________
Year Ended
December 31,
2012
2013
(Dollars in thousands)
$ 178,601
$ 196,176
2,893
30,777
12,449
371
33,265
14,719
224,720
244,531
(597)
(1,315)
(774)
—
$ 222,808
$ 243,757
(1) For the year ended December 31, 2013, includes the loan termination fee of $2,954 related to two ECA aircraft sold in June 2013.
(2) For the year ended December 31, 2012, includes the write-off of deferred financing fees of $2,914 related to the pay-off of Term Financing
No. 1 and $120 related to the replacement of the 2010 Revolving Credit Facility. For the year ended December 31, 2013, includes the
write-off of deferred financing fees of $3,975 related to the repayment of two ECA Financings.
Interest, net increased by $20.9 million, or 9.4%, over the year ended December 31, 2012. The net increase is primarily
a result of:
• a $17.6 million increase in interest expense on our borrowings driven by loan breakage fees of $3.0 million in
connection with the early repayment of two ECA Loans and the impact of higher weighted average debt
outstanding ($3.46 billion for the year ended December 31, 2013 as compared to $3.12 billion for the year ended
December 31, 2012) of $19.4 million, partially offset by the effect of lower interest rates during the same period
in the prior year of $4.8 million;
• a $2.5 million increase in amortization of deferred losses primarily due to deferred swap loss amortization related
to the repayment of Term Financing No. 1 in April 2012 and the repayment of two ECA loans in June 2013; and
• a $2.3 million increase in amortization of deferred financing fees primarily due to the write-off of fees related
to the early repayment of two ECA loans in June 2013; and
• a $1.3 million decrease in capitalized interest reflecting the final aircraft delivery from our A330 program in
April 2012.
These increases were partially offset by:
• a $2.5 million decrease resulting from changes in measured hedge ineffectiveness due to changes in our debt
forecast.
Selling, general and administrative expenses for the year ended December 31, 2013 increased by $5.1 million or 10.5%
over the same period in 2012 primarily due to an increase in the number of employees and greater stock compensation
expense. Non-cash share based expense was $4.2 million and $4.6 million for the years ended December 31, 2012 and 2013,
respectively.
44
Impairment of aircraft was $117.3 million during the year ended December 31, 2013, See “Summary of Impairments
and Recoverability Assessment” below for a detailed discussion of the related impairment charge for these aircraft.
Impairment of aircraft was $96.5 million during the year ended December 31, 2012.
Maintenance and other costs were $13.6 million for the year ended December 31, 2013, a decrease of $1.0 million
over the same period in 2012. The net decrease is primarily related to lower maintenance costs of $2.1 million related to
unscheduled terminations for the year ended December 31, 2013 versus the same period in 2012. This decrease is partially
offset by an increase of $1.3 million in maintenance costs attributable to scheduled terminations and returns as well as other
routine costs such as inspections.
Other Income:
Total other income for the year ended December 31, 2013 was $43.4 million as compared to $6.3 million for the same
period in 2012. The increase is primarily a result of a $31.5 million increase in gains on sale of 22 aircraft sold in 2013 as
compared to eight in 2012.
Income Tax Provision:
Our provision for income taxes for the years ended December 31, 2012 and 2013 was $7.8 million and $9.2 million,
respectively. Income taxes have been provided based on the applicable tax laws and rates of those countries in which
operations are conducted and income is earned, primarily Ireland and the United States. The increase in our income tax
provision of approximately $1.4 million for the year ended December 31, 2013 as compared to the same period in 2012 was
primarily attributable to changes in operating income subject to tax in the U.S. and Ireland, and other jurisdictions. The
impairment charge of $117.3 million was attributable to Bermuda and Ireland, which resulted in a $2.0 million Irish tax
benefit.
All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-
U.S. corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically
are not subject to U.S. federal, state or local income taxes, unless they operate within the U.S., in which case they may be
subject to federal, state and local income taxes. We also have a U.S.-based subsidiary which provides management services
to our non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes. In addition, those subsidiaries that
are resident in Ireland are subject to Irish tax.
The Company received an assurance from the Bermuda Minister of Finance that it would be exempted from local
income, withholding and capital gains taxes until March 2035. Consequently, the provision for income taxes recorded relates
to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose
income taxes, primarily the United States and Ireland.
Other Comprehensive Income:
Net income
Net change in fair value of derivatives, net of tax expense of $586 and $482, respectively
Derivative loss reclassified into earnings
Total comprehensive income
Year Ended
December 31,
2012
2013
(Dollars in thousands)
$ 32,868
$ 29,781
30,614
30,777
17,120
33,265
$ 94,259
$ 80,166
Other comprehensive income was $80.2 million for the year ended December 31, 2013, a decrease of $14.1 million
from the $94.3 million of other comprehensive income for the year ended December 31, 2012. Other comprehensive income
for the year ended December 31, 2013 primarily consisted of:
•
•
$29.8 million of net income;
$17.1 million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to
net settlements for the year ended December 31, 2013 partially offset by a slight loss due to a downward shift in
the 1 Month LIBOR forward curve; and
45
•
$33.3 million of amortization of deferred net losses reclassified into earnings primarily related to terminated
interest rate derivatives.
Other comprehensive income for the year ended December 31, 2012 primarily consisted of:
•
•
•
$32.9 million of net income;
$30.6 million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to
net settlements for the year ended December 31, 2012 partially offset by a slight downward shift in the 1 Month
LIBOR forward curve; and
$30.8 million of amortization of deferred net losses reclassified into earnings related to terminated interest rate
derivatives.
The amount of loss expected to be reclassified from accumulated other comprehensive income into interest expense
over the next 12 months consists of net interest settlements on active interest rate derivatives in the amount of $16.5 million
and the amortization of deferred net losses from terminated interest rate derivatives in the amount of $23.4 million. See
“Liquidity and Capital Resources — Hedging” below for more information on deferred net losses as related to terminated
interest rate derivatives.
Comparison of the year ended December 31, 2011 to the year ended December 31, 2012:
Revenues:
Lease rental revenue
Finance lease revenue
Amortization of net lease discounts and lease incentives
Maintenance revenue
Total lease rentals
Other revenue
Total revenues
Expenses:
Depreciation
Interest, net
Selling, general and administrative
Impairment of aircraft
Maintenance and other costs
Total operating expenses
Other income:
Gain on sale of flight equipment
Other
Total other income
Income from continuing operations before income taxes
Income tax provision
Net income
46
Year Ended
December 31,
2011
2012
(Dollars in thousands)
$ 580,209
$ 623,503
—
8,393
(16,445)
(12,844)
36,954
53,320
600,718
672,372
4,479
14,200
605,197
686,572
242,103
269,920
204,150
222,808
45,953
6,436
13,277
48,370
96,454
14,656
511,919
652,208
39,092
(268)
38,824
5,747
602
6,349
132,102
40,713
7,832
7,845
$ 124,270
$ 32,868
Revenues:
Total revenues increased by 13.5%, or $81.4 million, for the year ended December 31, 2012 as compared to the year
ended December 31, 2011, primarily as a result of the following:
Lease rental revenue. The increase in lease rental revenue of $43.3 million for the year ended December 31, 2012 as
compared to the same period in 2011 was primarily the result of:
•
$106.1 million of revenue from 17 aircraft purchased in 2012, and the full year revenue of 17 aircraft purchased
in 2011.
This increase was offset partially by a decrease in revenue of:
•
•
•
$28.6 million due to aircraft sales;
$18.8 million due to lease extensions and transitions at lower rentals; and
$15.4 million due to lease terminations and other changes.
Finance lease revenue: For the year ended December 31, 2012, $8.4 million of interest income from finance leases
was recognized. We had no finance leases in 2011 and therefore recognized no income from finance leases.
Amortization of net lease discounts and lease incentives.
Amortization of lease discounts
Amortization of lease premiums
Amortization of lease incentives
Amortization of net lease discounts and lease incentives
Year Ended
December 31,
2011
2012
(Dollars in thousands)
$
2,401
$
1,684
(1,844)
(17,002)
(5,141)
(9,387)
$ (16,445) $ (12,844)
As more fully described above under “Overview — Revenues,” lease incentives represent our estimated portion of
the lessee’s cost for heavy maintenance, overhaul or replacement of certain high-value components, which is amortized over
the life of the related lease. As we enter into new leases, the amortization of lease incentives generally increases, and
conversely, if a related lease terminates, the related unused lease incentive liability is reversed and will reduce the amortization
of lease incentives. The decrease in amortization of lease incentives of $7.6 million for the year ended December 31, 2012
as compared to the same period in 2011 primarily resulted from eight unscheduled lease terminations, three scheduled lease
terminations, two unscheduled changes in lease terms and one change in lease incentive estimate. The increase in amortization
of lease premiums of $3.3 million is primarily due to 11 aircraft acquired in 2012 with lease rentals at premiums.
Maintenance revenue.
Unscheduled lease terminations
Scheduled lease terminations
Maintenance revenue
Year Ended December 31,
2011
2012
Dollars
(in thousands)
Number of
Leases
Dollars
(in thousands)
Number of
Leases
$
$
15,257
21,697
36,954
$
6
8
14
$
34,894
18,426
53,320
10
5
15
Unscheduled lease terminations. For the year ended December 31, 2011, we recorded maintenance revenue of $15.3
million from unscheduled lease terminations primarily associated with six aircraft returned in 2011. Comparatively, for the
same period in 2012, we recorded maintenance revenue totaling $34.9 million from unscheduled lease terminations associated
with ten aircraft returned in 2012.
47
Scheduled lease terminations. For the year ended December 31, 2011, we recorded maintenance revenue from
scheduled lease terminations totaling $21.7 million associated with eight aircraft. Comparatively, for the same period in
2012, we recorded $18.4 million, associated with maintenance revenue from five scheduled lease terminations.
Other revenue was $4.5 million during the year ended December 31, 2011, which was primarily due to additional fees
paid by lessees in connection with early termination or the agreement to early terminate five leases. For the year ended
December 31, 2012, other revenue was $14.2 which was primarily due to $3.8 million of interest income on our debt
investments and approximately $10.4 million recognized in additional fees paid by lessees in connection with the early
termination of 11 leases.
Operating Expenses:
Total operating expenses increased by 27.4%, or $140.3 million, for the year ended December 31, 2012 as compared
to the year ended December 31, 2011 primarily as a result of the following:
Depreciation expense increased by $27.8 million for the year ended December 31, 2012 over the same period in 2011.
The net increase is primarily the result of:
•
•
a $33.5 million increase in depreciation for aircraft acquired; and
a $3.2 million increase in depreciation for capitalized aircraft improvements.
This increase was offset partially by:
•
a $10.9 million decrease in depreciation for aircraft sold.
Interest, net consisted of the following:
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
Hedge ineffectiveness losses (gains)
Amortization of interest rate derivatives related to deferred losses(2)
Amortization of deferred financing fees and notes discount(3)
Interest Expense
Less interest income
Less capitalized interest
Interest, net
______________
Year Ended
December 31,
2011
2012
(Dollars in thousands)
$ 172,798
$ 178,601
(101)
23,078
15,271
2,893
30,777
12,449
211,046
224,720
(390)
(597)
(6,506)
(1,315)
$ 204,150
$ 222,808
(1) For the year ended December 31, 2011, includes the loan termination fee of $3,196 related to an aircraft sold in June 2011.
(2) For the year ended December 31, 2011, includes accelerated amortization of deferred hedge losses in the amount of $8,508 related to
three aircraft sold in 2011.
(3) For the year ended December 31, 2011, includes the write-off of deferred financing fees of $2,456 related to an aircraft sold in June 2011.
For the year ended December 31, 2012, includes the write-off of deferred financing fees of $2,914 related to the pay-off of Term Financing
No. 1 and $120 related to the replacement of the 2010 Revolving Credit Facility.
Interest, net increased by $18.7 million, or 9.1%, over the year ended December 31, 2011. The net increase is primarily
a result of:
•
a $5.8 million increase in interest on our borrowings driven by the impact of higher weighted average debt
outstanding ($3.12 billion for the year ended December 31, 2012 as compared to $2.78 billion for the year ended
December 31, 2011) of $19.6 million, offset by the effect of lower rates in 2012 of $10.6 million and $3.2 million
of loan termination fees incurred during the second quarter of 2011;
48
•
•
•
a $7.7 million increase in the amortization of deferred losses which includes $13.3 million of additional
amortization as a result of the repayment of Term Financing in April 2012;
a $3.0 million increase resulting from changes in measured hedge ineffectiveness due to changes in our debt
forecast; and
a $5.2 million decrease in capitalized interest reflecting the final aircraft delivery from our A330 program in April
2012.
These increases were offset partially by:
•
a $2.8 million decrease in amortization of deferred financing fees due to lower amortization from Securitization
No. 1 and Securitization No. 2, offset by a write-off of deferred financing fees of $2.9 million as a result of the
repayment of Term Financing No. 1 and $0.1 million related to the replacement of the 2010 Revolving Credit
Facility.
Selling, general and administrative expenses for the year ended December 31, 2012 increased by $2.4 million or 5.3%
over the same period in 2011 primarily due to an increase in professional service fees. Non-cash share based expense was
$5.8 million and $4.2 million for the years ended December 31, 2011 and 2012, respectively.
Impairment of aircraft was $6.4 million during the year ended December 31, 2011, which related to a Boeing 737-400
aircraft which we repossessed following termination of the lease agreement in the second quarter of 2011.
Impairment of aircraft was $96.5 million during the year ended December 31, 2012, related to eight Boeing 737-300 /
-400 aircraft, one Boeing 757-200 aircraft and five Boeing 767-300ER aircraft, one Airbus A310-300F aircraft and three
Airbus A320-200 aircraft, all of which did not pass their recoverability assessments.
Maintenance and other costs were $14.7 million for the year ended December 31, 2012, an increase of $1.4 million
over the same period in 2011. The net increase is primarily related to higher maintenance costs of $3.6 million in 2012 over
the same period in 2011, partially offset by lower aircraft maintenance and other transitions costs relating to unscheduled
lease terminations returned to us in 2012 as compared to aircraft returned to us in 2011 of $1.8 million.
Other Income:
Total other income for the year ended December 31, 2012 was $6.3 million as compared to $38.8 million for the same
period in 2011. The decrease is primarily a result of $33.3 million of lower gains on sale of aircraft sold in 2012 as compared
to aircraft sold in 2011.
Income Tax Provision:
Our provision for income taxes for the years ended December 31, 2011 and 2012 was $7.8 million and $7.8 million,
respectively. Income taxes have been provided based on the applicable tax laws and rates of those countries in which
operations are conducted and income is earned, primarily Ireland and the United States. The tax provision remained relatively
constant for the year ended December 31, 2012 as compared to the same period in 2011, because of minor increases in
operating income subject to tax in the U.S., Ireland, and other jurisdictions. The aircraft impairment charges of $96.5 million
were related to Bermuda operations and thus provided no tax benefit.
All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-
U.S. corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically
are not subject to U.S. federal, state or local income taxes, unless they operate within the U.S., in which case they may be
subject to federal, state and local income taxes. We also have a U.S.-based subsidiary which provides management services
to our non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes. In addition, those subsidiaries that
are resident in Ireland are subject to Irish tax.
The Company received an assurance from the Bermuda Minister of Finance that it would be exempted from local
income, withholding and capital gains taxes until March 2035. Consequently, the provision for income taxes recorded relates
49
to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose
income taxes, primarily the United States and Ireland.
Other Comprehensive Income:
Net income
Net change in fair value of derivatives, net of tax expense of $857 and $586, respectively
Derivative loss reclassified into earnings
Total comprehensive income (loss)
Year Ended
December 31,
2011
2012
(Dollars in thousands)
$ 124,270
$ 32,868
37,461
23,078
30,614
30,777
$ 184,809
$ 94,259
Other comprehensive income was $94.3 million for the year ended December 31, 2012, a decrease of $90.6 million
from the $184.8 million of other comprehensive income for the year ended December 31, 2011. Other comprehensive income
for the year ended December 31, 2012 primarily consisted of:
•
•
•
$32.9 million of net income;
$30.6 million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to
net settlements for the year ended December 31, 2012 partially offset by a slight downward shift in the 1 Month
LIBOR forward curve; and
$30.8 million of amortization of deferred net losses reclassified into earnings related to terminated interest rate
derivatives.
Other comprehensive income for the year ended December 31, 2011 primarily consisted of:
•
•
•
$124.3 million of net income;
$37.4 million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to
net settlements for the year ended December 31, 2011 partially offset by a downward shift in the 1 Month LIBOR
forward curve; and
$23.1 million of amortization of deferred net losses reclassified into earnings related to terminated interest rate
derivatives.
Summary of Impairments and Recoverability Assessment
We perform our annual fleet-wide recoverability assessment during the third quarter of each year. This recoverability
assessment is a comparison of the carrying value of each aircraft to its undiscounted expected future cash flows. We develop
the assumptions used in the recoverability assessment, including those relating to current and future demand for each aircraft
type, based on management's experience in the aircraft leasing industry as well as information received from third party
sources. Estimates of the undiscounted cash flows for each aircraft type are impacted by changes in contracted and future
expected lease rates, residual values, expected scrap values, economic conditions and other factors.
Following completion of the recoverability analysis during the third quarter of 2013, we determined the cash flows
expected to be generated by seven of our aircraft did not support carrying values and we wrote down their book values by
a total of $97.6 million. For some of these aircraft we also shortened the expected lives and/or reduced the residual values.
More specifically, we wrote down the book values of:
• Six Boeing 747-400 converted freighter aircraft manufactured between 1990 and 1994 and recorded impairment
charges total $88.6 million; and
• One Boeing 737-700 aircraft manufactured in 1999 and recorded an impairment charge of $8.9 million.
In addition, for two McDonnell Douglas MD-11F freighter aircraft manufactured in 1997 that passed the recoverability
assessment, we shortened the expected lives from 35 years to 25 years from production date.
In this year's assessment, we lowered our assumptions for the freighter aircraft noted above to reflect the cumulative
effect of increasing supply in the wake of stagnating demand over the past three years. More specifically, higher production
levels for new, large freighter aircraft together with increased belly freight capacity from the latest generation of wide-body
passenger aircraft have resulted in a glut of large freighter aircraft. At the same time, air freight demand has not increased
50
due to modest economic growth rates in certain key economies and structural changes in the freight market (e.g., the evolution
of smaller, smarter and lighter electronic devices and modal shifts). The combined effect of these developments has depressed
lease rates and driven more converted freighter aircraft into storage, particularly over the past year.
We estimate a decrease in depreciation expense for changes we made to our aircraft for the year ended December 31,
2014 of approximately $4.6 million.
We also recorded the following transactional impairments, outside the recoverability assessment process, during 2013:
• We impaired two aircraft, one Airbus A319-100 aircraft and one Boeing 767-300ER aircraft, each of which was
returned to us early by the respective lessee. We wrote these aircraft down to their expected sales prices, recording
impairment charges totaling $6.2 million, and recorded maintenance revenue of $9.0 million and other revenue of
$0.9 million.
• We elected not to invest in engine performance restoration maintenance visits for one Boeing 767-300ER aircraft
and instead agreed with the lessee to terminate the lease prior to scheduled expiry and pursue a sale. We recorded
impairment charges of $8.5 million and we recorded maintenance revenue of $12.1 million and other revenue of
$0.9 million from an early termination payment.
• We impaired two Boeing 767-300ER aircraft, each of which was returned to us at the scheduled end of their respective
leases. We wrote these aircraft down to their expected sales prices, recording impairment charges totaling $5.0
million and recorded maintenance revenue of $7.1 million and other revenue of $33 thousand.
Other than the aircraft discussed above, management believes that the net book value of each aircraft is currently
supported by the estimated future undiscounted cash flows expected to be generated by that aircraft, and accordingly, no
other aircraft were impaired as a consequence of this recoverability assessment. However, our lessees may face financial
difficulties and return aircraft to us prior to the contractual lease expiry dates which may change our cash flow assumptions
and require future impairment charges. While we believe that the estimates and related assumptions used in the recoverability
assessment are appropriate, actual results could differ from those estimates.
At December 31, 2013, we had a total of 10 aircraft with a total net book value of $231.1 million (accounting for 4.5%
of the total net book value of our flight equipment held for lease) that we consider more susceptible to failing our recoverability
assessment. The recoverability in the value of these aircraft is more sensitive to changes in contractual cash flows, future
cash flow estimates and aircraft residual or scrap values. These aircraft fall into the categories as shown in the table below:
Aircraft Type
Narrowbody
Midbody
Freighters
Number of Aircraft
4
2
4
Percent of Net
Book Value
1.4%
0.7%
2.4%
51
APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated
financial statements, which have been prepared in accordance with US GAAP, which requires us to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes. Our
estimates and assumptions are based on historical experiences and currently available information. Actual results may differ
from such estimates under different conditions, sometimes materially. A summary of our significant accounting policies is
presented in the notes to our consolidated financial statements included elsewhere in this Annual Report. Critical accounting
policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results
and require our most subjective judgments, estimates and assumptions. Our most critical accounting policies and estimates
are described below.
Lease Revenue Recognition
Our operating lease rentals are recognized on a straight-line basis over the term of the lease. We will neither recognize
revenue nor record a receivable from a customer when collectability is not reasonably assured. Estimating whether
collectability is reasonably assured requires some level of subjectivity and judgment. When collectability is not reasonably
assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received.
Management determines whether customers should be placed on non-accrual status. When we are reasonably assured that
payments will be received in a timely manner, the customer is placed on accrual status. The accrual/non-accrual status of a
customer is maintained at a level deemed appropriate based on factors such as the customer’s credit rating, payment
performance, financial condition and requests for modifications of lease terms and conditions. Events or circumstances
outside of historical customer patterns can also result in changes to a customer’s accrual status.
Maintenance Payments and Maintenance Revenue
Under our leases, the lessee must pay operating expenses accrued or payable during the term of the lease, which would
normally include maintenance, overhaul, fuel, crew, landing, airport and navigation charges; certain taxes, licenses, consents
and approvals; aircraft registration; and insurance premiums. Typically, our aircraft are subject to net operating leases whereby
the lessee pays lease rentals and is generally responsible for maintaining the aircraft and paying operational, maintenance
and insurance costs, although in a majority of cases, we are obligated to pay a portion of specified maintenance or modification
costs. Our aircraft lease agreements generally provide for the periodic payment of a fixed amount of rent over the life of the
lease, and the amount of the contracted rent will depend upon the type, age, specification and condition of the aircraft and
market conditions at the time the lease is committed. The amount of rent we receive will depend on a number of factors,
including the credit-worthiness of our lessees and the occurrence of delinquencies, restructurings and defaults. Our lease
rental revenues are also affected by the extent to which aircraft are off-lease and our ability to remarket aircraft that are
nearing the end of their leases in order to minimize their off-lease time. Our success in re-leasing aircraft is affected by
market conditions relating to our aircraft and by general industry conditions and trends. An increase in the percentage of
off-lease aircraft or a reduction in lease rates upon remarketing would negatively impact our revenues.
Under an operating lease, the lessee will be responsible for performing maintenance on the relevant aircraft and will
typically be required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value
components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time,
depending upon the component, and would be made either monthly in arrears or at the end of the lease term. For maintenance
payments made monthly in arrears during a lease term, we will typically be required to reimburse all or a portion of these
payments to the lessee upon completion of the relevant heavy maintenance, overhaul or parts replacement. We record
maintenance payments paid by the lessee during a lease as accrued maintenance liabilities in recognition of our obligation
in the lease to refund such payments, and therefore we do not recognize maintenance revenue during the lease. Maintenance
revenue recognition would occur at the end of a lease, when we are able to determine the amount, if any, by which reserve
payments received exceed the amount we are required under the lease to reimburse to the lessee for heavy maintenance,
overhaul or parts replacement. If a lease requires end of lease term maintenance payments, typically the lessee would be
required to pay us for its utilization of the aircraft during the lease; however, in some cases, we may owe a net payment to
the lessee in the event heavy maintenance is performed and paid for by the lessee during the lease term and the aircraft is
returned to us in better condition that at lease inception. End of lease term maintenance payments made to us are recognized
as maintenance revenue, and end of lease term maintenance payments we make to a lessee are recorded as contra maintenance
revenue.
52
The amount of maintenance revenue or contra maintenance revenue we recognize in any reporting period is inherently
volatile and is dependent upon a number of factors, including the timing of lease expiries, including scheduled and
unscheduled expiries, the timing of maintenance events and the utilization of the aircraft by the lessee.
Lease Incentives and Amortization
Many of our leases contain provisions which may require us to pay a portion of the lessee’s costs for heavy maintenance,
overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives,
which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such
costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units,
expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated cost of the
maintenance event and the estimated amounts the lessee is responsible to pay.
This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize
the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being
recorded as a lease incentive liability, which is included in maintenance payments on the balance sheet. The payment to the
lessee for the lease incentive liability is first recorded against the lease incentive liability, and any excess above the lease
incentive liability is recorded as a prepaid lease incentive asset, which is included in other assets on the balance sheet and
continues to amortize over the remaining life of the lease.
Flight Equipment Held for Lease and Depreciation
Flight equipment held for lease is stated at cost and depreciated using the straight-line method, typically over a 25 year
life from the date of manufacture for passenger aircraft and over a 30- to 35- year life for freighter aircraft, depending on
whether the aircraft is a converted or purpose-built freighter, to estimated residual values. Estimated residual values are
generally determined to be approximately 15% of the manufacturer’s estimated realized price for passenger aircraft when
new and 5% — 10% for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case
basis when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations
of value. Examples of situations where exceptions may arise include but are not limited to:
•
•
•
flight equipment where estimates of the manufacturers' realized sales prices are not relevant (e.g., freighter
conversions);
flight equipment where estimates of the manufacturers’ realized sales prices are not readily available; and
flight equipment which may have a shorter useful life due to obsolescence.
In accounting for flight equipment held for lease, we make estimates about the expected useful lives, the fair value of
attached leases, acquired maintenance liabilities and the estimated residual values. In making these estimates, we rely upon
actual industry experience with the same or similar aircraft types and our anticipated utilization of the aircraft. As part of
our due diligence review of each aircraft we purchase, we prepare an estimate of the expected maintenance payments and
any excess costs which may become payable by us, taking into consideration the then-current maintenance status of the
aircraft and the relevant provisions of any existing lease.
For planned major maintenance activities for aircraft off-lease, the Company capitalizes the actual maintenance costs
by applying the deferral method. Under the deferral method, we capitalize the actual cost of major maintenance events,
which are depreciated on a straight-line basis over the period until the next maintenance event is required.
When we acquire an aircraft with a lease, determining the fair value of the attached lease requires us to make assumptions
regarding the current fair values of leases for specific aircraft. We estimate a range of current lease rates of like aircraft in
order to determine if the attached lease is within a fair value range. If a lease is below or above the range of current lease
rates, we present value the estimated amount below or above fair value range over the remaining term of the lease. The
resulting lease discount or premium is amortized into lease rental income over the remaining term of the lease.
Impairment of Flight Equipment
We perform a recoverability assessment of all aircraft in our fleet, on an aircraft-by-aircraft basis, at least annually. In
addition, a recoverability assessment is performed whenever events or changes in circumstances, or indicators, indicate that
the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a
significant lease restructuring or early lease termination, significant air traffic decline, the introduction of newer technology
aircraft or engines, an aircraft type is no longer in production or a significant airworthiness directive is issued. When we
53
perform a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be
generated by the aircraft exceed its net book value. The undiscounted cash flows consist of cash flows from currently
contracted leases, future projected lease rates, transition costs, estimated down time and estimated residual or scrap values
for an aircraft. In the event that an aircraft does not meet the recoverability test, the aircraft will be adjusted to fair value,
resulting in an impairment charge.
Management develops the assumptions used in the recoverability analysis based on current and future expectations
of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry,
as well as information received from third party industry sources. The factors considered in estimating the undiscounted
cash flows are impacted by changes in future periods due to changes in contracted lease rates, residual values, economic
conditions, technology, airline demand for a particular aircraft type and many of the risk factors discussed in Item 1A. “Risk
Factors.” See further discussion of our aircraft more susceptible to failing our recoverability assessment under "Summary
of Impairments and Recoverability Assessment" above and “Fair Value Measurements” below.
Net Investment in Finance Leases
If a lease meets specific criteria at the inception of a new lease or at any lease modification date, we recognize the
lease as a Net investment in finance leases on our Consolidated Balance Sheets. The net investment in finance leases consists
of lease receivables, less the unearned income, plus the estimated unguaranteed residual value of the leased flight equipment
at the lease end date. The unearned income is recognized as Finance lease revenue in our Consolidated Statements of Income
over the lease term in a manner that produces a constant rate of return on the Net investment in finance lease.
Collectability of finance leases is evaluated periodically on an individual customer level. The evaluation of the
collectability of the finance leases considers the credit of the lessee and the value of the underlying aircraft. An allowance
for credit losses is established if there is evidence that we will be unable to collect all amounts due according to the original
contractual terms of the Net Investment in Finance Leases. At December 31, 2013, we had no allowance for credit losses
for our Net investment in finance leases.
Derivative Financial Instruments
In the normal course of business we utilize derivative instruments to manage our exposure to interest rate risks. All
interest rate derivatives are recognized on the balance sheet at their fair value. We determine fair value for our United States
dollar-denominated interest rate derivatives by calculating reset rates and discounting cash flows based on cash rates, futures
rates and swap rates in effect at the period close. The changes in fair values related to the effective portion of the interest
rate derivatives are recorded in other comprehensive income on our consolidated balance sheet. The ineffective portion of
the interest rate derivative is calculated and recorded in interest expense on our consolidated statement of income at each
quarter end. For any interest rate derivatives not designated as a hedge, all mark-to-market adjustments are recognized in
other income (expense) on our consolidated statement of income.
At inception of the hedge, we choose a method to assess effectiveness and to calculate ineffectiveness, which we must
use for the life of the hedge relationship. We have one hedge designated using the “change in variable cash flows method”
for calculation of hedge ineffectiveness. The change in variable cash flows method involves a comparison of the present
value of the cumulative change in the expected future cash flows on the variable leg of the interest rate derivative against
the present value of the cumulative change in the expected future interest cash flows on the floating-rate liability. When the
change in the interest rate derivative’s variable leg exceeds the change in the liability, the calculated ineffectiveness is
recorded in interest expense on our consolidated statement of income. Effectiveness is tested by dividing the change in the
interest rate derivative’s variable leg by the change in the liability.
We have five hedges which are designated using the hypothetical derivative method for assessment of effectiveness
and calculation of ineffectiveness. The hypothetical derivative method involves a comparison of the change in the fair value
of an actual interest rate derivative to the change in the fair value of a hypothetical interest rate derivative with critical terms
that reflect the hedged debt. When the change in the value of the interest rate derivative exceeds the change in the hypothetical
interest rate derivative, the calculated ineffectiveness is recorded in interest expense on our consolidated statement of income.
The effectiveness of these relationships is tested by regressing historical changes in the interest rate derivative against
historical changes in the hypothetical interest rate derivative.
54
Fair Value Measurements
We measure the fair value of interest rate derivative assets and liabilities on a recurring basis. Fair value is the amount
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. Our valuation model for interest rate derivatives classified in level 2 maximizes the use of observable
inputs, including contractual terms, interest rate curves, cash rates and futures rates and minimizes the use of unobservable
inputs, including an assessment of the risk of non-performance by the interest rate derivative counterparty in valuing derivative
assets, an evaluation of the Company’s credit risk in valuing derivative liabilities and an assessment of market risk in valuing
the derivative asset or liability. We use our interest rate derivative counterparty’s valuation of our interest rate derivatives
to validate our models. Our interest rate derivatives are sensitive to market changes in LIBOR as discussed in Item 7A.
“Quantitative and Qualitative Disclosures about Market Risk.”
We measure the fair value of certain assets and liabilities on a non-recurring basis, when US GAAP requires the
application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may
not be recoverable. Assets subject to these measurements include aircraft. We record aircraft at fair value when we determine
the carrying value may not be recoverable. Fair value measurements for aircraft impaired are based on an income approach
that uses Level 3 inputs, which include our assumptions and appraisal data as to future cash proceeds from leasing and
selling aircraft.
Income Taxes
Aircastle uses an asset and liability based approach in accounting for income taxes. Deferred income tax assets and
liabilities are recognized for the future tax consequences attributed to differences between the financial statement and tax
basis of existing assets and liabilities using enacted rates applicable to the periods in which the differences are expected to
affect taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount
estimated by us to be realizable. The Company recognizes the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any
unrecognized tax benefits.
RECENT UNADOPTED ACCOUNTING PRONOUNCEMENTS
None.
PROPOSED ACCOUNTING PRONOUNCEMENTS
In May 2013, the Financial Accounting Standards Board (the "FASB") issued re-exposure draft, “Leases” (the “Lease
Re-ED”), which would replace the existing guidance in the Accounting Standards Codification (“ASC”) 840 (“ASC 840”),
Leases. The FASB decided that leases would be classified as either leases of real property (Type B) or leases of assets other
than real property (Type A). Leases of real property will continue to use operating lease accounting. Leases of other than
real property would use the receivable residual approach. Under the receivable residual approach, a lease receivable would
be recognized for the lessor's right to receive lease payments, a portion of the carrying amount of the underlying asset would
be allocated between the right of use granted to the lessee and the lessor's residual value and profit or loss would only be
recognized at commencement if it is reasonably assured. The comment period for the Lease Re-ED ended on September
13, 2013. We anticipate that the final standard may have an effective date no earlier than 2017. When and if the proposed
guidance becomes effective, it may have a significant impact on the Company's consolidated financial statements. Although
we believe the presentation of our financial statements, and those of our lessees could change, we do not believe the accounting
pronouncement will change the fundamental economic reasons for which the airlines lease aircraft. Therefore, we do not
believe it will have a material impact on our business.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity currently are cash on hand, cash generated by our aircraft leasing operations, loans
secured by additional aircraft we acquire and unsecured borrowings. Our business is very capital intensive, requiring
55
significant investments in order to expand our fleet during periods of growth and investments in maintenance and
improvements on our existing portfolio. Our business also generates a significant amount of cash from operations, primarily
from lease rentals and maintenance collections. These sources have historically provided liquidity for these investments and
for other uses, including the payment of dividends to our shareholders. In the past, we have also met our liquidity and capital
resource needs by utilizing several sources, including:
•
lines of credit, our securitizations, term financings, secured borrowings supported by export credit agencies for
new aircraft acquisitions and bank financings secured by aircraft purchases;
unsecured indebtedness, including an unsecured revolving credit facility and unsecured senior notes;
sales of common shares; and
asset sales.
•
•
•
Going forward, we expect to continue to seek liquidity from these sources subject to pricing and conditions that we
consider satisfactory.
During 2013, we met our liquidity and capital resource needs with $424.0 million of cash from operations, $760.7
million of cash from equity and debt financings, $568.0 million of cash from aircraft sales (including $186.8 million from
the sale of two aircraft to our joint venture with Teachers'), and by utilizing several other financing sources, including:
• Raising $209.4 million of equity with Marubeni;
• Closing $400.0 million of Senior Notes due 2018; and
• Securing or acquiring various secured borrowings in the amount of $176.8 million.
In addition, we increased our revolving credit facility to $335.0 million, which can be further increased to a maximum
of $400.0 million.
In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No.1 and
terminated the related interest rate derivative, for a total cash payment of $255.2 million, with proceeds from our December
2013 Notes issuance. The aircraft that became unencumbered with the repayment of Securitization No. 1 had a net book
value of $410.5 million at December 31, 2013.
Also in February 2014, we entered into two floating rate loans and one fixed rate loan totaling $303.2 million secured
by two Boeing 777-300ER aircraft and one Airbus A330-200 aircraft we acquired in 2013. The net book value of these
three aircraft at December 31, 2013 totaled $411.1 million.
As of December 31, 2013, we are in compliance with all applicable covenants in our financings. We have also
determined as of December 31, 2013 that our consolidated subsidiaries "restricted net assets" as defined by Rule 4-08(e)(3)
of Regulation S-X are less than 25 percent of our consolidated net assets.
We believe that cash on hand, funds generated from operations, maintenance payments received from lessees, secured
borrowings for aircraft, draws on our 2013 Revolving Credit Facility and proceeds from any future aircraft sales will be
sufficient to satisfy our liquidity and capital resource needs over the next twelve months. Our liquidity and capital resource
needs include payments due under our aircraft purchase obligations, required principal and interest payments under our
long-term debt facilities, expected capital expenditures, lessee maintenance payment reimbursements and lease incentive
payments over the next twelve months.
Cash Flows
Net cash flow provided by operating activities
Net cash flow used in investing activities
Net cash flow provided by financing activities
Year Ended
December 31,
2011
Year Ended
December 31,
2012
Year Ended
December 31,
2013
(Dollars in thousands)
$
359,377
$
427,277
$
424,037
(445,420)
(741,909)
(682,933)
141,608
637,327
295,292
56
Operating Activities:
Cash flow from operations was $424.0 million and $427.3 million for the years ended December 31, 2013 and 2012,
respectively. The decrease in cash flow from operations of $3.2 million for the year ended December 31, 2013 versus the
same period in 2012 was primarily a result of:
• a $15.1 million increase in cash from lease rentals
• a $7.8 million increase in cash from finance leases; and
• a $4.5 million increase in cash from maintenance revenue.
These inflows were offset partially by:
• a $28.3 million increase in cash paid for interest; and
• a $8.5 million decrease in cash from working capital.
Cash flow from operations was $427.3 million and $359.4 million for the years ended December 31, 2012 and 2011,
respectively. The increase in cash flow from operations of $67.9 million for the year ended December 31, 2012 versus the
same period in 2011 was primarily a result of:
•
•
•
a $48.1 million increase in cash from lease rentals;
a $21.0 million increase in cash from other working capital; and
a $7.2 million increase in cash interest from finance leases.
This increase was offset by:
•
a $4.1 million increase in cash paid for interest, net of capitalized interest.
Investing Activities:
Cash used in investing activities was $682.9 million and $741.9 million for the years ended December 31, 2013 and
2012, respectively. The decrease in cash flow used in investing activities of $59.0 million for the year ended December 31,
2013 versus the same period in 2012 was primarily a result of:
• a $506.6 million increase in the proceeds from the sale of flight equipment;
• a $85.6 million decrease in the net investment in finance leases;
• a $43.6 million decrease in purchase of debt investments;
• a $35.4 million increase in principal repayments on debt investments; and
• a $14.5 million decrease in aircraft purchase deposits and progress payments, net of returned deposits and aircraft
sales deposits.
These inflows were offset partially by:
• a $570.5 million increase in the acquisition and improvement of flight equipment; and
• a $35.8 million decrease in restricted cash and cash equivalents related to sale of flight equipment; and
• a $20.2 million increase in unconsolidated equity method investment
Cash used in investing activities was $741.9 million and $445.4 million for the years ended December 31, 2012 and
2011, respectively. The increase in cash flow used in investing activities of $296.5 million for the year ended December 31,
2012 versus the same period in 2011 was primarily a result of:
• a $427.7 million decrease in the proceeds from the sale of flight equipment;
• a $91.5 increase in the net investment of finance leases in 2012; and
• a $37.0 million net increase for the purchase of a debt investment in 2012.
57
These increases were offset partially by:
• a $101.5 million decrease in aircraft purchase deposits under our Airbus A330 Agreement;
• a $83.5 million decrease in the acquisition and improvement of flight equipment; and
• a $71.5 million increase in restricted cash and cash equivalents related to the sale of flight equipment.
Financing Activities:
Cash provided from financing activities was $295.3 million for the year ended December 31, 2013 as compared to
$637.3 million for the year ended December 31, 2012. The net decrease in cash flow provided by financing activities of
$342.0 million for the year ended December 31, 2013 versus the same period in 2012 was a result of:
• a $896.5 million decrease in proceeds from notes and debt financings;
• a $110.6 million decrease in restricted cash and cash equivalents related to security deposits and maintenance
payments; and
• a $8.4 million increase in dividends.
The decreases were offset partially by:
• a $337.3 million decrease in securitization and term debt repayments primarily due to the repayment of $583.1
million for Term Financing No. 1 in April 2012;
• a $241.6 million increase in issuances of common shares, net of repurchased shares primarily due to the sale of
shares to Marubeni in July 2013;
• a $50.8 million decrease in payments for terminated interest rate derivatives;
• a $20.8 million of lower deferred financing costs;
• a $18.5 million increase in maintenance deposits received net of maintenance deposits returned; and
• a $4.5 million increase in security deposits received net of security deposits returned.
Cash provided from financing activities was $637.3 million for the year ended December 31, 2012 as compared to
$141.6 million for the year ended December 31, 2011. The net increase in cash flow used by financing activities of $495.7
million for the year ended December 31, 2012 versus the same period in 2011 was a result of:
• a $790.6 million increase in borrowings from the proceeds of the issuance of Senior Notes due 2017, Senior Notes
due 2019, Senior Notes due 2020 and an additional borrowing under an ECA supported loan for the financing of
an Airbus A330-200 aircraft in 2012 as compared to five ECA supported loan borrowings for the financing of five
Airbus A330-200 aircraft in 2011;
• a $124.8 million increase in restricted cash and cash equivalents related to security deposits and maintenance
payments;
• a $51.6 million increase in maintenance deposits received net of maintenance deposits returned;
• a $47.4 million decrease in repurchases of our common shares as a result of the share buy-back program in 2012
versus the same period in 2011; and
• a $1.4 million decrease in dividends paid.
The inflows were offset partially by:
• a $456.5 million increase in financing repayments on our securitizations and term debt financings as the result of
the pay-off of Term Financing No. 1 in 2012 as compared to the pay-off of one ECA supported loan in 2011;
• a $50.8 million increase in payments for terminated interest rate derivatives in 2012;
• a $11.5 million increase in deferred financing costs; and
• a $1.4 million decrease in security deposits received net of security deposits returned.
58
Debt Obligations
The following table provides a summary of our secured and unsecured debt financings at December 31, 2013:
Debt Obligation
Secured Debt Financings:
Securitization No. 1 (3)
Securitization No. 2
ECA Term Financings
Bank Financings
Total secured debt financings
Unsecured Debt Financings:
Senior Notes due 2017
Senior Notes due 2018
Senior Notes due 2018
Senior Notes due 2019
Senior Notes due 2020
2013 Revolving Credit Facility
Total unsecured debt financings
Total secured and unsecured debt financings
_______________
Collateral
Outstanding
Borrowing
Number of
Aircraft
Interest
(1)
Rate
Final
Stated
Maturity
(2)
(Dollars in thousands)
Interests in aircraft leases, beneficial
interests in aircraft owning/leasing
entities and related interests
Interests in aircraft leases, beneficial
interests in aircraft owning/leasing
entities and related interests
Interests in aircraft, aircraft leases,
beneficial interests in aircraft
owning/leasing entities and related
interests
Interests in aircraft, aircraft leases,
beneficial interests in aircraft
owning/leasing entities and related
interests
None
None
None
None
None
None
$
225,034
26
0.44%
06/20/31
603,837
40
0.48%
06/14/37
493,708
264,256
1,586,835
500,000
450,527
400,000
500,000
300,000
—
2,150,527
$ 3,737,362
8
8
3.02% to
3.96%
12/03/21 to
11/30/24
1.06% to
4.57%
09/15/15 to
11/02/21
— 6.75%
— 9.75%
4.625%
— 6.25%
— 7.625%
—
N/A
04/15/17
08/01/18
12/05/18
12/01/19
04/15/20
12/19/15
(1) Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 1, Securitization No. 2 and one of our Bank
Financings. All other financings have a fixed rate.
(2) For Securitizations No. 1 and No. 2, all cash flow available after expenses and interest is applied to debt amortization.
(3) Securitization No. 1 was repaid in February 2014 with the proceeds from our December 2013 Notes issuance.
The following securitizations and term debt financing structures include liquidity facility commitments described in
the table below:
Facility
Liquidity Facility Provider
Securitization No. 1
Securitization No. 2
______________
Crédit Agricole Corporate
and Investment Bank(1)
HSH Nordbank AG(1)
Available Liquidity
December 31,
December 31,
2013
2012
(Dollars in thousands)
Unused
Fee
Interest Rate
on any Advances
$
42,000
$
42,000
0.45%
1M LIBOR + 1.00
65,000
65,000
0.50%
1M LIBOR + 0.75
(1) Following a ratings downgrade by each of the facility providers, the liquidity facility was drawn, and the proceeds, or permitted investments thereof,
remain available to provide liquidity if required. Amounts drawn following a ratings downgrade with respect to the liquidity facility provider do not bear
interest; however, net investment earnings will be paid to the liquidity facility provider, and the unused fee continues to apply.
59
The purpose of these facilities is to provide liquidity for the relevant securitization or term financing in the event that
cash flow from lease contracts and other revenue sources is not sufficient to pay operating expenses with respect to the
relevant aircraft portfolio, interest payments and interest rate hedging payments for the relevant securitization.
Secured Debt Financings:
ECA Term Financings
In June 2013, we repaid in full the outstanding principal balances on two of our ECA term financings in the total
amount of $111.7 million, plus accrued interest, interest rate derivative breakage fees of $3.0 million, and accrued interest
on the terminated interest rate derivatives. During the second quarter of 2013, we wrote off $3.8 million of deferred financing
fees which is reflected in interest expense on the consolidated statement of income.
In August 2013, one of our subsidiaries issued a fixed rate ECA bond with a face value of $78.2 million which is
supported by a guarantee from COFACE and the proceeds were utilized to repay an interim floating rate bank financing
that was drawn in connection with the acquisition of one Airbus A330-200 aircraft in 2012. The bond has a fixed coupon
rate of 3.488% and a final maturity of November 30, 2024.
We refer to these COFACE-supported financings as “ECA Term Financings”. The borrowings under these financings
at December 31, 2013 have a weighted average rate of interest equal to 3.569%.
The obligations outstanding under the ECA Term Financings are secured by, among other things, a mortgage over the
aircraft and a pledge of our ownership interest in our subsidiary company that leases the aircraft to the operator. The ECA
Term Financings documents contain a $500.0 million minimum net worth covenant for Aircastle Limited, as well as a
material adverse change default and cross default to any other recourse obligation of Aircastle Limited, and other terms and
conditions customary for ECA-supported financings being completed at this time. In addition, Aircastle Limited has
guaranteed the repayment of the ECA Term Financings.
Bank Financings
In May 2013, we assumed three floating rate loans and one fixed rate loan totaling $91.8 million in connection with
the acquisition of two Airbus A320-200 aircraft and two Boeing 737-800 aircraft. During the third quarter of 2013, we
amended two of the floating rate loans to a fixed rate of 2.58% for the remaining debt term. At December 31, 2013, these
four loans had a weighted average interest rate of 2.36% and mature in 2018 and 2020.
In December 2013, one of our subsidiaries entered into a $85.0 million fixed rate loan to finance a portion of one
Boeing 777-300ER aircraft which was acquired in the third quarter of 2013. The loan is to be repaid over 95 months in
principal installments beginning on January 6, 2014 and ending with a balloon payment of $18.8 on the final repayment
date of November 2, 2021.
In February 2014, we entered into two floating rate loans and one fixed rate loan totaling $303.2 million secured by
two Boeing 777-300ER aircraft and one Airbus A330-200 aircraft we acquired in 2013. The net book value of these three
aircraft at December 31, 2013 totaled $411.1 million.
We refer to these loan facilities as “Bank Financings”. Our Bank Financings contain, among other customary provisions,
a $500.0 million minimum net worth covenant and, in some cases, a cross-default to other financings with the same lender.
In addition, Aircastle Limited has guaranteed the repayment of the Bank Financings. The borrowings under these financings
at December 31, 2013 have a weighted average fixed rate of interest equal to 3.81%.
Unsecured Debt Financings:
Senior Notes due 2018
In December 2013, we issued $400.0 million aggregate principal amount of Senior Notes due 2018 (the "2018 Senior
Notes"). The 2018 Senior Notes will mature on December 15, 2018 and bear interest at the rate of 4.625% per annum,
60
payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2014. Interest will accrue on
the 2018 Senior Notes from December 5, 2013. In addition, prior to December 15, 2016 the company may redeem up to
35% of the aggregate principal amount of the 2018 Senior Notes with the net cash proceeds of one or more equity offerings
at a redemption price equal to 104.625%, plus accrued and unpaid interest. If the Company undergoes a change of control,
it must offer to repurchase the 2018 Senor Notes at 101% of the principal amount, plus accrued and unpaid interest. The
2018 Senior Notes are not guaranteed by any of the Company's subsidiaries.
In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No.1 and
terminated the related interest rate derivative, for a total cash payment of $255.2 million, with proceeds from our December
2013 Notes issuance. The aircraft that became unencumbered with the repayment of Securitization No. 1 had a net book
value of $410.5 million at December 31, 2013.
2013 Revolving Credit Facility
In early August 2013, we amended and restructured our existing $150.0 million 2012 Revolving Credit Facility with
the 2013 Revolving Credit Facility. The 2013 Revolving Credit Facility was initially sized at $335.0 million and can be
increased to a maximum of $400.0 million. The 2013 Revolving Credit Facility has a term of three and is scheduled to
expire in August 2016.
As of December 31, 2013, we are in compliance with all applicable covenants in our financings.
Contractual Obligations
Our contractual obligations consist of principal and interest payments on variable and fixed rate liabilities, interest
payments on interest rate derivatives, aircraft acquisition and rent payments pursuant to our office leases. Total contractual
obligations increased from $4.64 billion at December 31, 2012 to approximately $5.28 billion at December due primarily
to:
• an increase in borrowings and interest payments as a result of the closing of our Senior Notes due 2018 in December
2013 and bank financings for five aircraft; and
• an increase in purchase obligations for three aircraft to be acquired in 2014.
These increases were partially offset by principal and interest payments made under our securitizations, ECA term
financings and our Bank financings and the pay-off of two ECA term financings in June 2013.
61
The following table presents our actual contractual obligations and their payment due dates as of December 31,
2013.
Contractual Obligations
Principal payments:
Senior Notes due 2017
Senior Notes due 2018
Senior Notes due 2019
Senior Notes due 2020
Securitization No. 1(1)
Securitization No. 2(1)
ECA Term Financings(2)
Bank Financings(3)
Total principal payments
Interest payments:
Interest payments on debt obligations(4)
Interest payments on interest rate derivatives(5)
Total interest payments
Office leases(6)
Purchase obligations(7)
Total
_____________
Payments Due By Period as of December 31, 2013
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
(Dollars in thousands)
$
500,000
$
— $
— $
500,000
$
850,000
500,000
300,000
225,034
603,837
493,708
270,320
—
—
—
123,898
169,039
43,822
29,942
—
—
—
—
—
850,000
—
—
500,000
300,000
70,012
31,124
244,255
190,543
—
—
92,408
63,186
99,177
258,301
109,146
68,046
3,742,899
366,701
469,861
1,779,990
1,126,347
909,358
49,378
958,736
7,842
181,557
351,187
282,463
94,151
20,656
27,995
727
202,213
379,182
283,190
575,014
575,014
1,126
2,083
—
1,487
—
$ 5,284,491
$ 1,145,054
$ 851,126
$ 2,064,667
$ 1,223,644
—
94,151
3,146
—
(1) Estimated principal payments for this non-recourse financing are based on excess cash flows available from forecasted lease rentals, net maintenance funding
and proceeds from asset dispositions after the payment of forecasted operating expenses and interest payments, including interest payments on existing
interest rate derivative agreements and policy provider fees. Securitization No. 1 was repaid in February 2014 with the proceeds from our December 2013
Notes issuance.
Includes scheduled principal payments based upon fixed rate, 12-year, fully amortizing loans and one floating loan.
Includes principal payments based upon individual loan amortization schedules.
(2)
(3)
(4) Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at December 31, 2013.
(5) Future interest payments on derivative financial instruments are estimated using the spread between the floating interest rates and the fixed interest rates in
effect at December 31, 2013.
(6) Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
(7) At December 31, 2013, we had commitments to acquire six aircraft. After taking into account acquisitions, amendments to commitments and new commitments,
as of February 24, 2014, we have closed on or committed to acquire 13 aircraft for $1.14 billion.
.
Capital Expenditures
We make capital expenditures from time to time in connection with improvements made to our aircraft. These
expenditures include the cost of major overhauls necessary to place an aircraft in service and modifications made at the
request of lessees. For the years ended December 31, 2011, 2012 and 2013, we incurred a total of $44.0 million, $41.1
million and $21.7 million, respectively, of capital expenditures (including lease incentives) related to the acquisition and
improvement of aircraft.
As of December 31, 2013, the weighted average age (by net book value) of our aircraft was approximately 9.9 years.
In general, the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft. Under
our leases, the lessee is primarily responsible for maintaining the aircraft. We may incur additional maintenance and
modification costs in the future in the event we are required to remarket an aircraft, or a lessee fails to meet its maintenance
obligations under the lease agreement. At December 31, 2013, we had a $442.4 million maintenance payment liability on
our balance sheet, which is a $63.0 million increase from December 31, 2012. The increase primarily consisted of net
maintenance cash inflows of $82.4 million and a decrease in maintenance liabilities of $19.4 million. These maintenance
reserves are paid by the lessee to provide for future maintenance events. Provided a lessee performs scheduled maintenance
62
of the aircraft, we are required to reimburse the lessee for scheduled maintenance payments. In certain cases, we are also
required to make lessor contributions, in excess of amounts a lessee may have paid, towards the costs of maintenance events
performed by or on behalf of the lessee.
Actual maintenance payments to us by lessees in the future may be less than projected as a result of a number of
factors, including defaults by the lessees. Maintenance reserves may not cover the entire amount of actual maintenance
expenses incurred and, where these expenses are not otherwise covered by the lessees, there can be no assurance that our
operational cash flow and maintenance reserves will be sufficient to fund maintenance requirements, particularly as our
aircraft age. See Item 1A. “Risk Factors — Risks Related to Our Business — Risks related to our leases — If lessees are
unable to fund their maintenance obligations on our aircraft, our cash flow and our ability to meet our debt obligations or
to pay dividends to our shareholders could be adversely affected.”
Off-Balance Sheet Arrangements
We have entered into a joint venture with an affiliate of Ontario Teachers' Pension Plan, in which we have a 30% equity
interest, which does not qualify for consolidated accounting treatment. The assets and liabilities of this joint venture are off
our balance sheet and we only record our net investment under the equity method of accounting. See Footnote 5 -
Unconsolidated Equity Method Investment.
Foreign Currency Risk and Foreign Operations
At December 31, 2013, all of our leases are payable to us in U.S. dollars. However, we incur Euro- and Singapore
dollar-denominated expenses in connection with our subsidiaries in Ireland and Singapore. For the year ended December 31,
2013, expenses, such as payroll and office costs, denominated in currencies other than the U.S. dollar aggregated
approximately $13.4 million in U.S. dollar equivalents and represented approximately 25.1% of total selling, general and
administrative expenses. Our international operations are a significant component of our business strategy and permit us to
more effectively source new aircraft, service the aircraft we own and maintain contact with our lessees. Therefore, it is likely
that our international operations and our exposure to foreign currency risk will increase over time. Although we have not
yet entered into foreign currency hedges because our exposure to date has not been significant, if our foreign currency
exposure increases we may enter into hedging transactions in the future to mitigate this risk. For the years ended December 31,
2011, 2012 and 2013, we incurred insignificant net gains and losses on foreign currency transactions.
Hedging
The objective of our hedging policy is to adopt a risk averse position with respect to changes in interest rates. Accordingly,
we have entered into a number of interest rate derivatives to hedge the current and expected future interest rate payments on
our variable rate debt. Interest rate derivatives are agreements in which a series of interest rate cash flows are exchanged with
a third party over a prescribed period. The notional amount on an interest rate derivative is not exchanged. Our interest rate
derivatives typically provide that we make fixed rate payments and receive floating rate payments to convert our floating
rate borrowings to fixed rate obligations to better match the largely fixed rate cash flows from our investments in flight
equipment.
63
We held the following interest rate derivatives as of December 31, 2013:
Derivative Liabilities
Current
Notional
Amount
Effective
Date
Maturity
Date
Future
Maximum
Notional
Amount
Floating
Rate
Fixed
Rate
Balance Sheet
Location
Fair Value
(Dollars in thousands)
Hedged Item
Interest rate derivatives designated
as cash flow hedges:
Securitization No. 1(1)
$ 217,315
Jun-06
Jun-16
$
217,315
1M LIBOR
+ 0.27%
5.78%
Securitization No. 2
472,914
Jun-12
Jun-17
472,914
1M LIBOR
1.26%
to
1.28%
Total interest rate derivatives
designated as cash flow hedges
690,229
690,229
Fair value of
derivative
liabilities
Fair value of
derivative
liabilities
Interest rate derivatives not
designated as cash flow hedges:
Securitization No. 1(1)
85,539
Jun-06
Jun-16
85,539
1M LIBOR
+ 0.27%
5.78%
Fair value of
derivative
liabilities
Total interest rate derivatives not
designated as cash flow hedges
85,539
Total interest rate derivative
liabilities
$ 775,768
_______________
85,539
$
775,768
$
24,701
5,568
30,269
9,723
9,723
$
39,992
(1) In February 2014 we repaid Securitization No. 1 and terminated the related interest rate derivative. See Liquidity and Capital Resources - Debt Obligations -
Senior Notes due 2018 above.
The weighted average interest pay rates of these derivatives at December 31, 2011, 2012 and 2013 were 5.03%, 2.91%
and 3.03%, respectively.
For the year ended December 31, 2013, the amount of loss reclassified from accumulated other comprehensive income
(“OCI”) into interest expense related to net interest settlements on active interest rate derivatives was $18.1 million. The
amount of loss expected to be reclassified from OCI into interest expense over the next 12 months related to net interest
settlements on active interest rate derivatives is $16.5 million.
Our interest rate derivatives involve counterparty credit risk. As of December 31, 2013, our interest rate derivatives are
held with the following counterparties: JP Morgan Chase Bank NA, Citibank Canada NA and Wells Fargo Bank NA. All of
our counterparties or guarantors of these counterparties are considered investment grade (senior unsecured ratings of Baa2
or above) by Moody’s Investors Service. All are also considered investment grade (long-term foreign issuer ratings of A- or
above) by Standard and Poor’s. We do not anticipate that any of these counterparties will fail to meet their obligations.
In addition to the derivative liability above, another component of the fair value of our interest rate derivatives is accrued
interest. As of December 31, 2013, accrued interest payable included in accounts payable, accrued expenses, and other
liabilities on our consolidated balance sheet was $0.9 million related to interest rate derivatives designated as cash flow
hedges and $0.2 million related to interest rate derivatives not designated as cash flow hedges.
On an ongoing basis, terminated interest rate derivative notionals are evaluated against debt forecasts. To the extent
that interest payments are deemed remote to occur, deferred gains or losses are accelerated into interest expense as applicable.
64
The following table summarizes the deferred (gains) and losses and related amortization into interest expense for our
terminated interest rate derivative contracts for the years ended December 31, 2011, 2012, and 2013:
Hedged Item
Original
Maximum
Notional
Amount
Effective
Date
Maturity
Date
Fixed
Rate
%
Termination
Date
Deferred
(Gain) or
Loss Upon
Termination
Amount of Deferred
(Gain) or Loss
Amortized (including
Accelerated
Amortization) into
Interest Expense
For the Year Ended
December 31,
2011
2012
2013
Amount of
Deferred
(Gain) or
Loss
Expected to
be
Amortized
over the
Next Twelve
Months
Unamortized
Deferred
(Gain) or
Loss at
December
31,
2013
(Dollars in thousands)
Securitization No. 2
500,000
Mar-06
Securitization No. 2
Securitization No. 2
Term Financing No. 1
Term Financing No. 1
200,000
410,000
150,000
440,000
Jan-07
Feb-07
Jul-07
Jun-07
Mar-11
Aug-12
Apr-17
Dec-17
Feb-13
5.07
5.06
5.14
5.14
4.88
Jun-07
Jun-07
Jun-07
Mar-08
Partial -
Mar-08
Full – Jun-08
Term Financing No. 1
248,000
Aug-07
May-13
5.33
Jun-08
Term Financing No. 1
710,068
Jun-08
May-13
4.04 De-designated
(2,687)
(1,850)
(3,119)
15,281
26,281
9,888
19,026
—
—
(666)
4,520
—
—
—
(122)
(333)
(353)
1,779
5,185
—
(190)
(341)
1,740
4,771
—
—
(303)
1,446
384
1,620
1,349
— 13,331
722
5,695
—
—
(256)
1,300
—
—
—
- Mar-12
Terminated -
Apr-12
Term Financing No. 1
491,718
May-13
May-15
5.31 De-designated
31,403
19,254
—
— 12,148
14,855
Senior Notes due 2018
360,000
Jan-08
Feb-19
5.16
231,000
Apr-10
Oct-15
5.17
- Mar-12
Terminated -
Apr-12
Partial -
Jun-08
Full – Oct-08
Partial -
Jun-08
Full – Dec-08
23,077
7,023
1,328
645
1,173
1,570
15,310
1,729
2,538
3,602
3,863
727
238,000
Jan-11
Apr-16
5.23
Dec-08
238,000
Jul-11
Sep-16
5.27
Dec-08
19,430
17,254
6,702
4,508
3,755
3,468
4,858
6,928
2,014
2,170
$
169,294
$
43,420
$ 23,078
$ 30,676
$ 30,766
$
3,171
1,984
23,351
ECA Term Financing
for New A330 Aircraft
ECA Term Financing
for New A330 Aircraft
ECA Term Financing
for New A330 Aircraft
Total
For the year ended December 31, 2013, the amount of deferred net loss (including $2.0 million of accelerated amortization
driven by aircraft sales in 2013) reclassified from OCI into interest expense related to our terminated interest rate derivatives
was $30.8 million. The amount of deferred net loss expected to be reclassified from OCI into interest expense over the next
12 months related to our terminated interest rate derivatives is $23.4 million, of which $14.9 million relates to Term Financing
No. 1 interest rate derivatives terminated in 2012, $5.9 million relates to ECA Term Financings for New A330 Aircraft, $1.3
million relates to other financings and $1.3 million relates to Term Financing No. 1 derivatives terminated in 2008.
For the year ended December 31, 2013, the amount of effective deferred loss reclassified from OCI into interest expense
related to our undesignated active interest rate derivative was $2.5 million (including $0.9 million of accelerated amortization).
The amount of effective deferred loss expected to be reclassified from OCI into interest expense over the next 12 months
related to our undesignated active interest rate derivative under our Securitization No. 1 is $1.3 million.
The following table summarizes amounts charged directly to the consolidated statement of income for the years ended
December 31, 2011, 2012, and 2013 related to our interest rate derivative contracts:
65
Interest Expense:
Hedge ineffectiveness losses (gains)
Amortization:
Accelerated amortization of deferred losses(1)
Amortization of loss of designated interest rate derivative
Amortization of deferred losses
Total Amortization
Total charged to interest expense
Other Income (Expense):
Mark to market gains (losses) on undesignated interest rate derivatives
Total charged to other income (expense)
_____________
Year Ended December 31,
2011
2012
2013
(Dollars in thousands)
$
(101) $
2,893
$
371
8,508
—
14,570
23,078
—
101
30,676
30,777
22,977
$
33,670
$
2,931
1,590
28,744
33,265
33,636
(848) $
(848) $
597
597
$
$
4,754
4,754
$
$
$
(1) For the year ended December 31, 2011, includes accelerated amortization of deferred hedge losses in the amount of $8,501 related to three aircraft sold in
2011. For the year ended December 31, 2013, includes accelerated amortization of deferred hedge losses related to two aircraft sold in June 2013
Inflation
Inflation affects our lease rentals, asset values and costs, including selling, general and administrative expenses and
other expenses. We do not believe that our financial results have been, or will be, adversely affected by inflation in a material
way.
Management’s Use of EBITDA and Adjusted EBITDA
We define EBITDA as income (loss) from continuing operations before income taxes, interest expense, and depreciation
and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-
US GAAP measure is helpful in identifying trends in our performance.
This measure provides an assessment of controllable expenses and affords management the ability to make decisions
which are expected to facilitate meeting current financial goals as well as achieving optimal financial performance. It provides
an indicator for management to determine if adjustments to current spending decisions are needed.
EBITDA provides us with a measure of operating performance because it assists us in comparing our operating
performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges on our
outstanding debt) and asset base (primarily depreciation and amortization) from our operating results. Accordingly, this
metric measures our financial performance based on operational factors that management can impact in the short-term,
namely the cost structure, or expenses, of the organization. EBITDA is one of the metrics used by senior management and
the board of directors to review the consolidated financial performance of our business.
We define Adjusted EBITDA as EBITDA (as defined above) further adjusted to give effect to adjustments required in
calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
Adjusted EBITDA is a material component of these covenants.
The table below shows the reconciliation of net income to EBITDA for the years ended December 31, 2011, 2012 and
2013, respectively.
66
Net income
Depreciation
Amortization of net lease discounts and lease incentives
Interest, net
Income tax provision
EBITDA
Adjustments:
Impairment of Aircraft
Non-cash share based payment expense
Loss (gain) on mark to market of interest rate derivative contracts
Contract termination expense
Adjusted EBITDA
Management’s Use of Adjusted Net Income (“ANI”)
Year Ended December 31,
2011
2012
2013
(Dollars in thousands)
$ 124,270
$
32,868
$
29,781
242,103
269,920
284,924
16,445
12,844
32,411
204,150
222,808
243,757
7,832
7,845
9,215
$ 594,800
$ 546,285
$ 600,088
6,436
5,786
848
—
96,454
117,306
4,232
(597)
1,248
4,569
(4,754)
—
$ 607,870
$ 647,622
$ 717,209
Management believes that ANI when viewed in conjunction with the Company’s results under US GAAP and the
below reconciliation, provide useful information about operating and period-over-period performance, and provide additional
information that is useful for evaluating the underlying operating performance of our business without regard to periodic
reporting elements related to interest rate derivative accounting and gains or losses related to flight equipment and debt
investments.
The table below shows the reconciliation of net income to ANI for the years ended December 31, 2011, 2012 and
2013, respectively.
Year Ended December 31,
2011
2012
2013
(Dollars in thousands)
$
124,270
$
32,868
$
29,781
—
8,407
848
3,196
2,456
5,786
—
—
—
2,893
(597)
—
3,034
4,232
13,331
—
1,248
2,954
2,393
(4,754)
—
3,975
4,569
17,843
2,499
—
$
144,963
$
57,009
$
59,260
Net income
Loan termination fee(1)
Ineffective portion and termination of cash flow hedges(1)
Loss (gain) on mark to market of interest rate derivative contracts(2)
Loan termination payment(1)
Write-off of deferred financing fees(1)
Stock compensation expense(3)
Term Financing No. 1 hedge loss amortization charges(1)
Securitization No. 1 hedge loss amortization charges(1)
Contract termination expense
Adjusted net income
______________
(1)
(2)
(3)
Included in Interest, net.
Included in Other income (expense).
Included in Selling, general and administrative expenses.
67
Weighted-average shares:
Common shares outstanding
Restricted common shares
Total weighted-average shares
Percentage of weighted-average shares:
Common shares outstanding
Restricted common shares(a)
Total
Weighted-average common shares outstanding — Basic and Diluted(b)
Adjusted net income allocation:
Adjusted net income
Less: Distributed and undistributed earnings allocated to restricted common shares(a)
Adjusted net income allocable to common shares — Basic and Diluted
Adjusted net income per common share — Basic
Adjusted net income per common share — Diluted
____________
Year Ended December 31,
2011
2012
2013
74,686,150
70,716,963
73,652,996
956,433
587,813
593,616
75,642,583
71,304,776
74,246,612
Year Ended December 31,
2011
2012
2013
98.74%
1.26%
99.18%
0.82%
99.20%
0.80%
100.00%
100.00%
100.00%
Year Ended December 31,
2011
2012
2013
74,686,150
70,716,963
73,652,996
Year Ended December 31,
2011
2012
2013
(Dollars in thousands, except per share amounts)
$
$
$
$
144,963
$
57,009
$
59,260
(1,833)
143,130
1.92
1.92
$
$
$
(470)
56,539
0.80
0.80
$
$
$
(474)
58,786
0.80
0.80
(a) For the years ended December 31, 2011, 2012 and 2013, distributed and undistributed earnings to restricted shares is 1.26%, 0.82% and 0.80%, respectively,
of net income. The amount of restricted share forfeitures for all periods presented is immaterial to the allocation of distributed and undistributed earnings.
(b) For the years ended December 31, 2011, 2012 and 2013, we have no dilutive shares.
Limitations of EBITDA, Adjusted EBITDA and ANI
An investor or potential investor may find EBITDA, Adjusted EBITDA and ANI important measures in evaluating
our performance, results of operations and financial position. We use these non-US GAAP measures to supplement our
US GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.
EBITDA, Adjusted EBITDA and ANI have limitations as analytical tools and should not be viewed in isolation or as
substitutes for US GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate
EBITDA, Adjusted EBITDA and ANI, and using these non-US GAAP measures as compared to US GAAP net income,
income from continuing operations and cash flows provided by or used in operations, include:
•
•
•
•
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear
and/or reduction in value of our aircraft, which affects the aircraft’s availability for use and may be indicative of
future needs for capital expenditures;
the cash portion of income tax (benefit) provision generally represents charges (gains), which may significantly
affect our financial results;
elements of our interest rate derivative accounting may be used to evaluate the effectiveness of our hedging policy;
hedge loss amortization charges related to Term Financing No. 1 and Securitization No. 1; and
68
•
adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture
governing our senior unsecured notes.
EBITDA, Adjusted EBITDA and ANI are not alternatives to net income, income from operations or cash flows provided
by or used in operations as calculated and presented in accordance with US GAAP. You should not rely on these non-
US GAAP measures as a substitute for any such US GAAP financial measure. We strongly urge you to review the
reconciliations to US GAAP net income, along with our consolidated financial statements included elsewhere in this Annual
Report. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because
EBITDA, Adjusted EBITDA and ANI are not measures of financial performance under US GAAP and are susceptible to
varying calculations, EBITDA, Adjusted EBITDA and ANI as presented in this Annual Report, may differ from and may
not be comparable to, similarly titled measures used by other companies.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between
different interest rates. These risks are highly sensitive to many factors, including U.S. monetary and tax policies, U.S. and
international economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates
and to changes in the relationship or spread between interest rates. Our primary interest rate exposures relate to our lease
agreements, floating rate debt obligations and interest rate derivatives. Rent payments under our aircraft lease agreements
typically do not vary during the term of the lease according to changes in interest rates. However, our borrowing agreements
generally require payments based on a variable interest rate index, such as LIBOR. Therefore, to the extent our borrowing
costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any
corresponding increase in rents or cash flow from our securities.
Changes in interest rates may also impact our net book value as our interest rate derivatives are periodically marked-
to-market through shareholders’ equity. Generally, we are exposed to loss on our fixed pay interest rate derivatives to the
extent interest rates decrease below their contractual fixed rate.
The relationship between spreads on derivative instruments may vary from time to time, resulting in a net aggregate
book value increase or decrease. Changes in the general level of interest rates can also affect our ability to acquire new
investments and our ability to realize gains from the settlement of such assets.
Sensitivity Analysis
The following discussion about the potential effects of changes in interest rates is based on a sensitivity analysis, which
models the effects of hypothetical interest rate shifts on our financial condition and results of operations. Although we believe
a sensitivity analysis provides the most meaningful analysis permitted by the rules and regulations of the SEC, it is constrained
by several factors, including the necessity to conduct the analysis based on a single point in time and by the inability to
include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although
the following results of a sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they
should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential
interest expense impacts on our financial instruments and, in particular, does not address the mark-to-market impact on our
interest rate derivatives. It also does not include a variety of other potential factors that could affect our business as a result
of changes in interest rates.
A hypothetical 100-basis point increase/decrease in our variable interest rates would increase/decrease the minimum
contracted rentals on our portfolio as of December 31, 2013 by $3.2 million and $1.0 million, respectively, over the next
twelve months. As of December 31, 2013, a hypothetical 100-basis point increase/decrease in our variable interest rate on
our borrowings would result in an interest expense increase/decrease of $0.1 million and $0.1 million, respectively, net of
amounts received from our interest rate derivatives, over the next twelve months.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and notes thereto, referred to in Item 15(A)(1) of this Form 10-K, are filed as
part of this report and appear in this Form 10-K beginning on page F-1.
69
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Management’s Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934 (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure. An evaluation was performed under
the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness
of the Company’s disclosure controls and procedures as of December 31, 2013. Based on that evaluation, the Company’s
management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective
as of December 31, 2013.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting
is a process designed 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2013. The assessment
was based on criteria established in the framework Internal Control — Integrated Framework, issued by the Committee of
Sponsoring Organizations ("COSO") of the Treadway Commission (1992 framework) (the COSO criteria). Based on this
assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2013.
Ernst & Young LLP, the independent registered public accounting firm that audited our Consolidated Financial
Statements included in this Annual Report on Form 10-K, audited the effectiveness of our controls over financial reporting
as of December 31, 2013. Ernst & Young LLP has issued its report which is included below.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter
ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
70
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Aircastle Limited
We have audited Aircastle Limited and subsidiaries’ internal control over financial reporting as of December 31, 2013, based
on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (1992 framework) (the COSO criteria). Aircastle Limited and subsidiaries’ management is
responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in Management’s Annual Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Aircastle Limited and subsidiaries maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Aircastle Limited and subsidiaries as of December 31, 2012 and 2013, and the related
consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2013 of Aircastle Limited and subsidiaries and our report dated February 25,
2014 expressed an unqualified opinion thereon.
New York, New York
February 25, 2014
/s/ Ernst & Young LLP
71
ITEM 9B. OTHER INFORMATION
None.
72
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, age and background of each of our directors nominated for election will be contained under the caption
“Election of Directors” in our Proxy Statement for our 2014 Annual General Meeting of Shareholders. The identification
of our Audit Committee and our Audit Committee financial experts will be contained in our Proxy Statement for our 2014
Annual General Meeting of Shareholders under the captions “CORPORATE GOVERNANCE — Committees of the Board
of Directors — The Audit Committee.” Information regarding our Code of Business Ethics and Conduct, any material
amendments thereto and any related waivers will be contained in our Proxy Statement for our 2014 Annual General Meeting
of Shareholders under the captions “CORPORATE GOVERNANCE — Code of Business Conduct and Ethics.” All of the
foregoing information is incorporated herein by reference. The Code of Business Conduct and Ethics is posted on Aircastle’s
Website at www.aircastle.com under Investors — Corporate Governance. Pursuant to Item 401(b) of Regulation S-K, the
requisite information pertaining to our executive officers is reported immediately following Item 4 of Part I of this report.
Information on compliance with Section 16(a) of the Exchange Act will be contained in our Proxy Statement for our
2014 Annual General Meeting of Shareholders under the captions “OWNERSHIP OF AYR COMMON SHARES —
Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information on compensation of our directors and certain named executive officers will be contained in our Proxy
Statement for our 2014 Annual General Meeting of Shareholders under the captions “Directors’ Compensation” and
“EXECUTIVE COMPENSATION,” respectively, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information on the number of shares of Aircastle’s common shares beneficially owned by each director, each named
executive officer and by all directors and executive officers as a group will be contained under the captions “OWNERSHIP
OF THE COMPANY’S COMMON SHARES — Security Ownership by Management” and information on each beneficial
owner of more than 5% of Aircastle’s common shares is contained under the captions “OWNERSHIP OF THE COMPANY’S
COMMON SHARES — Security Ownership of Certain Beneficial Owners” in our Proxy Statement for our 2014 Annual
General Meeting of Shareholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information relating to certain transactions between Aircastle and its affiliates and certain other persons will be set
forth under the caption “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” in our Proxy Statement
for our 2014 Annual General Meeting of Shareholders and is incorporated herein by reference.
Information relating to director independence will be set forth under the caption “PROPOSAL NUMBER ONE —
ELECTION OF DIRECTORS — Director Independence” in our Proxy Statement for our 2014 Annual General Meeting of
Shareholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information relating to audit fees, audit-related fees, tax fees and all other fees billed in fiscal 2013 and by Ernst &
Young LLP, for services rendered to Aircastle is set forth under the caption “INDEPENDENT AUDITOR FEES” in the
Proxy Statement for our 2014 Annual General Meeting of Shareholders and is incorporated herein by reference. In addition,
information relating to the pre-approval policies and procedures of the Audit Committee is set forth under the caption
“INDEPENDENT AUDITOR FEES — Pre-Approval Policies and Procedures” in our Proxy Statement for our 2013 Annual
General Meeting of Shareholders and is incorporated herein by reference.
73
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(A) 1.
Consolidated Financial Statements.
The following is a list of the “Consolidated Financial Statements” of Aircastle Limited and its subsidiaries
included in this Annual Report on Form 10-K, which are filed herewith pursuant to Item 8:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2013.
Consolidated Statements of Income for the years ended December 31, 2011, December 31, 2012 and
December 31, 2013.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, December 31,
2012 and December 31, 2013.
Consolidated Statements of Cash Flows for the years ended December 31, 2011, December 31, 2012 and
December 31, 2013.
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011,
December 31, 2012 and December 31, 2013.
Notes to Consolidated Financial Statements.
2.
3.
Financial Statement Schedules.
There are no Financial Statement Schedules filed as part of this Annual Report, since the required
information is included in the Consolidated Financial Statements, including the notes thereto, or the
circumstances requiring inclusion of such schedules are not present.
Exhibits.
The exhibits filed herewith are listed on the Exhibit Index filed as part of this report on Form 10-K.
74
(B) EXHIBIT INDEX
Exhibit No.
Description of Exhibit
2.1
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
10.6
Transaction Agreement, dated as of June 6, 2013, by and between Marubeni Corporation and Aircastle
Limited (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed with
the SEC on June 6, 2013).
Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
Amended Bye-laws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-3 (No. 333-182242) filed on June 20, 2012).
Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
Indenture, dated as of July 30, 2010, by and among Aircastle Limited and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's current report on Form
8-K filed with the SEC on August 4, 2010).
First Supplemental Indenture, dated as of December 9, 2011, by and among Aircastle Limited and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's
current report on Form 8-K filed with the SEC on December 12, 2011).
Indenture, dated as of April 4, 2012, by and among Aircastle Limited and Wells Fargo Bank, National
Association as trustee (incorporated by reference to Exhibit 4.1 to the Company's current report on Form
8-K filed with the SEC on April 4, 2012).
Indenture, dated as of November 30, 2012, by and among Aircastle Limited and Wells Fargo Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's current report
on Form 8-K filed with the SEC on November 30, 2012).
Shareholder Agreement, dated as of June 6, 2013, by and between Aircastle Limited and Marubeni
Corporation (incorporated by reference to Exhibit 4.1 to the company's current report on Form 8-K filed
with the SEC on June 6, 2013).
Indenture, dated as of December 5, 2013, by and among Aircastle Limited and Citigroup Global Markets,
Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by
reference to Exhibit 4.1 to the company's current report on Form 8-K filed with the SEC on December 5,
2013).
First Supplemental Indenture, dated as of December 5, 2013, by and among Aircastle Limited and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's
current report on Form 8-K filed with the SEC on December 5, 2013).
Form of Restricted Share Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). #
Form of Amended Restricted Share Grant Letter (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on form 10-K filed March 5, 2010). #
Form of Amended Restricted Share Agreement for Certain Executive Officers under the Amended and
Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K filed on March 10, 2011). #
Form of Amended International Restricted Share Grant Letter (incorporated by reference to Exhibit 10.6 to
the Company's Annual Report on form 10-K filed March 5, 2010). #
Letter Agreement, dated February 3, 2005, between Aircastle Limited and David Walton (incorporated by
reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (No. 333-134669) filed on
June 2, 2006). #
Letter Agreement, dated February 24, 2006, between Aircastle Advisor LLC and Joseph Schreiner
(incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 (No.
333-134669) filed on June 2, 2006). #
E - 1
Exhibit No.
Description of Exhibit
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
Letter Agreement, dated April 29, 2005, between Aircastle Advisor LLC and Jonathan Lang (incorporated
by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 (No. 333-134669)
filed on June 2, 2006). #
Letter Agreement, dated March 8, 2006 between Aircastle Advisor LLC and Jonathan M. Lang
(incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 (No.
333-134669) filed on June 2, 2006). #
Trust Indenture, dated as of June 15, 2006, among ACS Aircraft Finance Bermuda Limited, as Issuer, ACS
Aircraft Finance Ireland PLC, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as
the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting
appointment as the Trustee under the Indenture, CALYON, Financial Guaranty Insurance Company and
Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference
to Exhibit 10.26 to the Company's Registration Statement on Form S-1 (Amendment No. 2) (No.
333-134669) filed on July 25, 2006).
Trust Indenture, dated as of June 15, 2006, among ACS Aircraft Finance Ireland PLC, as Issuer, ACS
Aircraft Finance Bermuda Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity
as the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting
appointment as the Trustee under the Indenture, CALYON, Financial Guaranty Insurance Company and
Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference
to Exhibit 10.27 to the Company's Registration Statement on Form S-1 (Amendment No. 2) (No.
333-134669) filed on July 25, 2006).
Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to
Exhibit 10.28 to the Company's Registration Statement on Form S-1 (Amendment No. 2) (No.
333-134669) filed on July 25, 2006). #
Trust Indenture, dated as of June 8, 2007, among ACS 2007-1 Limited, as Issuer, ACS Aircraft Finance
Ireland 2 Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash
Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as
the Trustee under the Indenture, HSH Nordbank AG, New York Branch, Financial Guaranty Insurance
Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent
(incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC
on June 12, 2007).
Trust Indenture, dated as of June 8, 2007, among ACS Aircraft Finance Ireland 2 Limited, as Issuer, ACS
2007-1 Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash
Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as
the Trustee under the Indenture, HSH Nordbank AG, New York Branch, Financial Guaranty Insurance
Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent
(incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed with the SEC
on June 12, 2007).
Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS
(incorporated by reference to Exhibit 10.43 to the Company's quarterly report on Form 10-Q filed with the
SEC on August 14, 2007).
Amendment No. 1 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR
Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K filed on March 5, 2010). Ø
Amendment No. 2 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR
Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.25 to the Company's Annual
Report on Form 10-K filed on March 5, 2010). Ø
Amendment No. 3 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR
Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.26 to the Company's Annual
Report on Form 10-K filed on March 5, 2010).
Amendment No. 4 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR
Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.27 to the Company's Annual
Report on Form 10-K filed on March 5, 2010).
E - 2
Exhibit No.
Description of Exhibit
10.19
Amendment No. 5 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter
LLC and Airbus SAS (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on
Form 10-K filed on March 5, 2010).
10.20
Amendment No. 6 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter
LLC and Airbus SAS (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on
Form 10-K filed on March 5, 2010).
10.21
Amendment No. 7 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter
LLC and Airbus SAS (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on
Form 10-K filed on March 5, 2010).
10.22
Amendment No. 8 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter
LLC and Airbus SAS (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on
Form 10-K filed on March 5, 2010).
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
Amendment No. 9 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter
LLC and Airbus SAS (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form
10-Q filed with the SEC on August 10, 2010).
Form of Lease Agreement, dated as of December 16, 2009, between Wells Fargo Bank Northwest, National
Association, a national banking association, not in its individual capacity but solely as Owner Trustee, as
Lessor and South African Airways (Pty) Ltd., as Lessee (incorporated by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K filed on March 5, 2010).
Amendment No. 1 to Form of Lease Agreement, dated as of December 16, 2009, between Wells Fargo
Bank Northwest, National Association, a national banking association, not in its individual capacity but
solely as Owner Trustee, as Lessor and South African Airways (Pty) Ltd., as Lessee (incorporated by
reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q filed with the SEC on August
10, 2010).
Form of Lease Novation Agreement, dated as of December 15, 2010, by and among Wells Fargo Bank
Northwest, National Association, a US national banking association, not in its individual capacity but
solely as Owner Trustee, as Existing Lessor, South African Airways (Pty) Ltd., as Lessee, and the New
Lessor (as defined therein) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on
Form 10-K filed with the SEC on March 10, 2011).
Letter Agreement, dated July 13, 2010, between Aircastle Advisor LLC and Ron Wainshal (incorporated by
reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on July 15,
2010). #
Form of Senior Executive Employment Agreement (incorporated by reference to Exhibit 10.2 to the
Company's current report on Form 8-K filed with the SEC on December 8, 2010). #
Form of Amended and Restated Indemnification Agreement with directors and officers (incorporated by
reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed with the SEC on November
8, 2011).
Registration Rights Agreement, dated as of December 14, 2011, by and among Aircastle Limited and
Citigroup Global Markets Inc. as Initial Purchaser named therein (incorporated by reference to Exhibit 10.1
to the Company's current report on Form 8-K filed with the SEC on December 15, 2011).
Separation Agreement, dated January 22, 2012, among Aircastle Advisor LLC and J. Robert Peart
(incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC
on January 23, 2012).
Registration Rights Agreement, dated as of April 4, 2012, by and among Aircastle Limited and Goldman,
Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the
several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's
current report on Form 8-K filed with the SEC on April 4, 2012).
Share Purchase agreement, dated August 7, 2012, between Aircastle Limited and the sellers therein
(incorporated by reference to Exhibit 1.2 to the Company's current report on Form 8-K filed with the SEC
on August 13, 2012).
E - 3
Exhibit No.
10.34
10.35
10.36
12.1
21.1
23.1
31.1
31.2
32.1
32.2
99.1
101
Description of Exhibit
Registration Rights Letter Agreement dated August 10, 2012, between Aircastle Limited and Ontario
Teachers' Pension Plan Board (incorporated by reference to Exhibit 1.3 of the Company's current report on
Form 8-K filed with the SEC on August 13, 2012).
Registration Rights Agreement, dated as of November 30, 2012, by and among Aircastle Limited and J.P.
Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co and RBC Capital Markets,
LLC (incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed with the
SEC on November 30, 2012).
Amended and Restated Credit Agreement, dated as of August 2, 2013, by and among Aircastle Limited, the
several lenders from time to time parties thereto, and Citibank N.A., in its capacity as agent for the lenders
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the
SEC on October 31, 2013).
Computation of Ratio of Earnings to Fixed Charges *
Subsidiaries of the Registrant *
Consent of Ernst & Young LLP *
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 *
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 *
Owned Aircraft Portfolio at December 31, 2013 *
The following materials from the Company's annual Report on Form 10-K for the year ended December
31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets
as of December 31, 2012 and December 31, 2013, (ii) Consolidated Statements of Income for the years
ended December 31, 2011, December 31, 2012 and December 31, 2013, (iii) Consolidated Statements of
Comprehensive Income for the years ended December 31, 2011, December 31, 2012 and December 31,
2013, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011, December 31,
2012 and December 31, 2013, (v) Consolidated Statements of Changes in Shareholders’ Equity and
Comprehensive Income (Loss) for the years ended December 31, 2011, December 31, 2012 and December
31, 2013 and (vi) Notes to Consolidated Financial Statements *
_____________
#
*
Ø
Management contract or compensatory plan or arrangement.
Filed herewith.
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
E - 4
Index to Financial Statements
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2012 and 2013
Consolidated Statements of Income for the years ended December 31, 2011, 2012 and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2012 and
2013
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2012 and 2013
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011,
2012 and 2013
Notes to Consolidated Financial Statements
Page No.
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F - 8
F - 1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Aircastle Limited
We have audited the accompanying consolidated balance sheets of Aircastle Limited and subsidiaries as of December 31,
2012 and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity
and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Aircastle Limited and subsidiaries at December 31, 2012 and 2013 and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Aircastle Limited and subsidiaries’ internal control over financial reporting as of December 31, 2013, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (1992 framework) and our report dated February 25, 2014 expressed an unqualified opinion thereon.
New York, New York
February 25, 2014
/s/ Ernst & Young LLP
F - 2
Aircastle Limited and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)
ASSETS
Cash and cash equivalents
Accounts receivable
Restricted cash and cash equivalents
Restricted liquidity facility collateral
Flight equipment held for lease, net of accumulated depreciation of $1,305,064 and
$1,430,325
Net investment in finance leases
Unconsolidated equity method investment
Aircraft purchase deposits
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Borrowings from secured financings (including borrowings of ACS Ireland VIEs of
$207,926 and $152,545, respectively)
Borrowings from unsecured financings
Accounts payable, accrued expenses and other liabilities
Lease rentals received in advance
Liquidity facility
Security deposits
Maintenance payments
Fair value of derivative liabilities
Total liabilities
Commitments and Contingencies
December 31,
2012
2013
$
$
618,217
5,625
111,942
107,000
654,613
2,825
122,773
107,000
4,662,661
119,951
—
131
186,633
$ 5,812,160
5,044,410
145,173
21,123
10,000
143,976
$ 6,251,893
$ 1,848,034
1,750,642
108,593
53,189
107,000
87,707
379,391
61,978
4,396,534
$ 1,586,835
2,150,527
111,661
49,235
107,000
118,804
442,432
39,992
4,606,486
SHAREHOLDERS’ EQUITY
Preference shares, $.01 par value, 50,000,000 shares authorized, no shares issued and
outstanding
Common shares, $.01 par value, 250,000,000 shares authorized, 68,639,729 shares issued
and outstanding at December 31, 2012; and 80,806,975 shares issued and outstanding at
December 31, 2013
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
—
—
686
1,360,555
180,675
(126,290)
1,415,626
$ 5,812,160
808
1,562,106
158,398
(75,905)
1,645,407
$ 6,251,893
The accompanying notes are an integral part of these consolidated financial statements.
F - 3
Aircastle Limited and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
Revenues:
Lease rental revenue
Finance lease revenue
Amortization of net lease discounts and lease incentives
Maintenance revenue
Total lease rentals
Other revenue
Total revenues
Expenses:
Depreciation
Interest, net
Selling, general and administrative (including non-cash share based payment
expense of $5,786, $4,232 and $4,569, respectively)
Impairment of aircraft
Maintenance and other costs
Total expenses
Other income (expense):
Gain on sale of flight equipment
Other
Total other income (expense)
Income from continuing operations before income taxes and earnings of
unconsolidated equity method investment
Income tax provision
Earnings of unconsolidated equity method investment, net of tax
Net income
Earnings per common share — Basic:
Net income per share
Earnings per common share — Diluted:
Net income per share
Dividends declared per share
Year Ended December 31,
2011
2012
2013
$ 580,209
—
(16,445)
36,954
600,718
4,479
605,197
$ 623,503
8,393
(12,844)
53,320
672,372
14,200
686,572
$ 644,929
16,165
(32,411)
68,342
697,025
11,620
708,645
242,103
204,150
269,920
222,808
284,924
243,757
45,953
6,436
13,277
511,919
48,370
96,454
14,656
652,208
53,436
117,306
13,631
713,054
39,092
(268)
38,824
5,747
602
6,349
37,220
6,132
43,352
132,102
7,832
—
$ 124,270
40,713
7,845
—
$ 32,868
38,943
9,215
53
$ 29,781
$
$
$
1.64
$
0.46
$
0.40
1.64
0.500
$
$
0.46
0.615
$
$
0.40
0.695
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
Aircastle Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Net income
Other comprehensive income, net of tax:
Net change in fair value of derivatives, net of tax expense of $857, $586 and
$482, respectively
Net derivative loss reclassified into earnings
Other comprehensive income
Total comprehensive income
Year Ended December 31,
2011
2012
2013
$ 124,270
$ 32,868
$ 29,781
37,461
23,078
60,539
$ 184,809
30,614
30,777
61,391
$ 94,259
17,120
33,265
50,385
$ 80,166
The accompanying notes are an integral part of these consolidated financial statements.
F - 5
Aircastle Limited and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization of deferred financing costs
Amortization of net lease discounts and lease incentives
Deferred income taxes
Non-cash share based payment expense
Net derivative loss reclassified into earnings
Ineffective portion of cash flow hedges
Security deposits and maintenance payments included in earnings
Gain on the sale of flight equipment
Impairment of aircraft
Earnings of unconsolidated equity method investment, net of tax
Other
Changes on certain assets and liabilities:
Accounts receivable
Restricted cash and cash equivalents related to operating activities
Other assets
Accounts payable, accrued expenses and other liabilities
Lease rentals received in advance
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition and improvement of flight equipment
Proceeds from sale of flight equipment
Restricted cash and cash equivalents related to sale of flight equipment
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits
Net investment in finance leases
Collections on finance leases
Unconsolidated equity method investment and associated costs
Purchase of debt investment
Principal repayments on debt investment
Other
Net cash used in investing activities
Cash flows from financing activities:
Issuance of shares net of repurchases
Proceeds from notes and term debt financings
Securitization and term debt financing repayments
Deferred financing costs
Restricted secured liquidity facility collateral
Secured liquidity facility collateral
Restricted cash and cash equivalents related to security deposits and maintenance payments
Security deposits received
Security deposits returned
Maintenance payments received
Maintenance payments returned
Payments for terminated cash flow hedges and payment for option
Dividends paid
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosures of cash flow information:
Cash paid during the year for interest, net of capitalized interest
Cash paid during the year for income taxes
Supplemental disclosures of non-cash investing activities:
Year Ended December 31,
2012
2013
2011
$
124,270
$
32,868
$
29,781
242,103
15,271
16,445
5,615
5,786
23,078
(101)
(35,500)
(39,092)
6,436
—
742
(4,818)
4,418
(2,675)
(1,848)
(753)
359,377
(776,750)
489,196
(35,762)
(122,069)
—
—
—
—
—
(35)
(445,420)
(91,610)
669,047
(390,945)
(20,179)
(35,000)
35,000
(25,056)
20,574
(7,914)
122,050
(89,300)
—
(45,059)
141,608
55,565
239,957
295,522
$
$ 162,938
2,054
$
269,920
12,449
12,844
6,828
4,232
30,777
2,893
(54,180)
(5,747)
96,454
—
(2,218)
(2,530)
—
919
17,732
4,036
427,277
(693,227)
61,489
35,762
(20,553)
(91,500)
3,852
—
(43,626)
6,585
(691)
(741,909)
(44,180)
1,459,690
(847,415)
(31,691)
3,000
(3,000)
99,748
17,453
(6,152)
142,122
(57,822)
(50,757)
(43,669)
637,327
322,695
295,522
618,217
167,069
2,468
$
$
$
284,924
14,719
32,411
4,416
4,569
33,265
371
(60,112)
(37,220)
117,306
(53)
(5,641)
3,397
—
1,164
3,016
(2,276)
424,037
(1,263,706)
568,045
—
(6,094)
(11,595)
9,508
(20,189)
—
42,001
(903)
(682,933)
197,437
563,230
(510,162)
(10,865)
—
—
(10,831)
20,889
(5,104)
179,789
(77,033)
—
(52,058)
295,292
36,396
618,217
654,613
195,350
487
$
$
$
Security deposits, maintenance liabilities and other liabilities settled in sale of flight equipment
Advance lease rentals, security deposits and maintenance reserves assumed in asset acquisitions
Term debt financings assumed in asset acquisitions
$
$
$
21,585
5,666
$
$
— $
4,135
24,261
$
$
— $
58,862
88,882
84,721
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
Aircastle Limited and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except share amounts)
Balance, December 31, 2010
79,640,285
$
796
$ 1,485,841
$
104,301
Common Shares
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
(Deficit)
Issuance of common shares to directors and employees
330,382
3
(3)
(7,712,195)
(76)
(91,534)
(3,889,155)
(39)
(44,141)
Repurchase of common shares from directors and
employees
Amortization of share based payments
Dividends declared
Net income
Net change in fair value of derivatives, net of $857 tax
expense
Net derivative loss reclassified into earnings
Balance, December 31, 2011
Issuance of common shares to directors and employees
Repurchase of common shares from stockholders, directors
and employees
Amortization of share based payments
Excess tax benefit from stock based compensation
Dividends declared
Net income
Net change in fair value of derivatives, net of $586 tax
expense
Net derivative loss reclassified into earnings
Balance, December 31, 2012
Issuance of common shares to stockholders, directors and
employees
—
—
—
—
—
72,258,472
270,412
—
—
—
—
—
723
2
—
—
—
—
—
—
68,639,729
12,796,051
—
—
—
—
—
—
686
128
Repurchase of common shares from stockholders, directors
and employees
(628,805)
(6)
Amortization of share based payments
Excess tax benefit from stock based compensation
Dividends declared
Net income
Net change in fair value of derivatives, net of $482 tax
expense
Net derivative loss reclassified into earnings
—
—
—
—
—
—
—
—
—
—
—
—
Accumulated
Other
Comprehensive
Income (Loss)
$
(248,220) $
Total
Shareholders’
Equity
—
—
—
(37,095)
124,270
—
—
—
—
—
—
—
37,461
23,078
1,342,718
—
(91,610)
5,786
(37,095)
124,270
37,461
23,078
—
—
—
—
(43,669)
32,868
—
—
—
—
—
—
—
—
30,614
30,777
—
(44,180)
4,232
376
(43,669)
32,868
30,614
30,777
5,786
—
—
—
—
(2)
4,232
376
—
—
—
—
1,400,090
191,476
(187,681)
1,404,608
1,360,555
180,675
(126,290)
1,415,626
205,130
(7,815)
4,569
(333)
—
—
—
—
—
—
—
—
(52,058)
29,781
—
—
—
—
—
—
—
—
17,120
33,265
205,258
(7,821)
4,569
(333)
(52,058)
29,781
17,120
33,265
Balance, December 31, 2013
80,806,975
$
808
$ 1,562,106
$
158,398
$
(75,905) $
1,645,407
The accompanying notes are an integral part of these consolidated financial statements.
F - 7
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 1. Summary of Significant Accounting Policies
Organization and Basis of Presentation
Aircastle Limited (“Aircastle,” the “Company,” “we,” “us” or “our”) is a Bermuda exempted company that was
incorporated on October 29, 2004 under the provisions of Section 14 of the Companies Act of 1981 of Bermuda. Aircastle’s
business is investing in aviation assets, including acquiring, leasing, managing and selling high-utility commercial jet aircraft.
From time to time, we also make investments in other aviation assets, including debt investments secured by commercial
jet aircraft.
Aircastle is a holding company that conducts its business through subsidiaries. Aircastle directly or indirectly owns
all of the outstanding common shares of its subsidiaries. The consolidated financial statements presented are prepared in
accordance with U.S. generally accepted accounting principles (“US GAAP”). We operate in one segment.
The Company’s management has reviewed and evaluated all events or transactions for potential recognition and/or
disclosure since the balance sheet date of December 31, 2013 through the date on which the consolidated financial statements
included in this Form 10-K were issued.
Effective January 1, 2013, the Company adopted Financial Accounting Standards Board (the "FASB") Accounting
Standards Update ("ASU") 2013-02 (“ASU 2013-02”) Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. This ASU requires that companies present reclassification adjustments for each component of
accumulated other comprehensive income (“AOCI”) either on the face of the financial statements or in the notes, provided
that all required information is presented in a single location. ASU 2013-02 is effective for interim and annual reporting
periods beginning after December 15, 2012 and should be applied prospectively. The adoption of ASU 2013-02 did not have
a material impact on the Company's consolidated financial statements.
Effective January 1, 2013, the Company adopted ASU 2011-11 (“ASU 2011-11”) Balance Sheet (Topic 210) Disclosures
about Offsetting Assets and Liabilities. This ASU requires that companies disclose information to enable users of its financial
statements to evaluate the effect or potential effect of netting arrangements on its financial position. ASU 2011-11 is effective
for interim and annual reporting periods beginning on or after January 1, 2013 and should be applied retrospectively for all
periods presented on the balance sheet. The adoption of ASU 2011-11 did not have a material impact on the Company's
consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of Aircastle and all of its subsidiaries. Aircastle consolidates
eight Variable Interest Entities (“VIEs”) of which Aircastle is the primary beneficiary. All intercompany transactions and
balances have been eliminated in consolidation.
We consolidate VIEs in which we have determined that we are the primary beneficiary. We use judgment when deciding
(a) whether an entity is subject to consolidation as a VIE, (b) who the variable interest holders are, (c) the potential expected
losses and residual returns of the variable interest holders, and (d) which variable interest holder is the primary beneficiary.
When determining which enterprise is the primary beneficiary, we consider (1) the entity’s purpose and design, (2) which
variable interest holder has the power to direct the activities that most significantly impact the entity’s economic performance,
and (3) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be
significant to the VIE. When certain events occur, we reconsider whether we are the primary beneficiary of VIEs. We do
not reconsider whether we are a primary beneficiary solely because of operating losses incurred by an entity.
Risk and Uncertainties
In the normal course of business, Aircastle encounters several significant types of economic risk including credit,
market, aviation industry and capital market risks. Credit risk is the risk of a lessee’s inability or unwillingness to make
contractually required payments and to fulfill its other contractual obligations. Market risk reflects the change in the value
of derivatives and financings due to changes in interest rate spreads or other market factors, including the value of collateral
underlying derivatives and financings. Aviation industry risk is the risk of a downturn in the commercial aviation industry
which could adversely impact a lessee’s ability to make payments, increase the risk of unscheduled lease terminations and
F - 8
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
depress lease rates and the value of the Company’s aircraft. Capital market risk is the risk that the Company is unable to
obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While
Aircastle believes that the estimates and related assumptions used in the preparation of the consolidated financial statements
are appropriate, actual results could differ from those estimates.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Aircastle considers all highly liquid investments with maturities of three months or less when purchased to be cash
equivalents.
Restricted cash and cash equivalents consists primarily of rent collections, maintenance payments and security deposits
received from lessees pursuant to the terms of various lease agreements held in lockbox accounts in accordance with our
financings. Changes in restricted cash and cash equivalents related to rent collections are reflected within operating activities
of our consolidated statements of cash flows for non-cash trapped financings. Changes in restricted cash and cash equivalents
related to rent collections are reflected within financing activities of our consolidated statements of cash flows for cash
trapped financings. Changes in restricted cash related to the sale of flight equipment are reflected within investing activities
of our consolidated statements of cash flows. Changes in restricted cash and cash equivalents related to maintenance payments
and security deposits are reflected within financing activities of our consolidated statements of cash flows.
Virtually all of our cash and cash equivalents and restricted cash and cash equivalents are held by six major financial
institutions.
Flight Equipment Held for Lease and Depreciation
Flight equipment held for lease is stated at cost and depreciated using the straight-line method, typically over a 25-
year life from the date of manufacture for passenger aircraft and over a 30- to 35-year life for freighter aircraft, depending
on whether the aircraft is a converted or purpose-built freighter, to estimated residual values. Estimated residual values are
generally determined to be approximately 15% of the manufacturer’s estimated realized price for passenger aircraft when
new and 5% - 10% for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case basis
when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations
of value. Examples of situations where exceptions may arise include but are not limited to:
•
•
•
flight equipment where estimates of the manufacturer’s realized sales prices are not relevant (e.g., freighter
conversions);
flight equipment where estimates of the manufacturers’ realized sales prices are not readily available; and
flight equipment which may have a shorter useful life due to obsolescence.
Major improvements and modifications incurred in connection with the acquisition of aircraft that are required to get
the aircraft ready for initial service are capitalized and depreciated over the remaining life of the flight equipment.
For planned major maintenance activities for aircraft off-lease, the Company capitalizes the actual maintenance costs
by applying the deferral method. Under the deferral method, we capitalize the actual cost of major maintenance events,
which are depreciated on a straight-line basis over the period until the next maintenance event is required.
In accounting for flight equipment held for lease, we make estimates about the expected useful lives, the fair value of
attached leases, acquired maintenance liabilities and the estimated residual values. In making these estimates, we rely upon
actual industry experience with the same or similar aircraft types and our anticipated lessee’s utilization of the aircraft.
When we acquire an aircraft with a lease, determining the fair value of attached leases requires us to make assumptions
regarding the current fair values of leases for specific aircraft. We estimate a range of current lease rates of like aircraft in
order to determine if the attached lease is within a fair value range. If a lease is below or above the range of current lease
F - 9
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
rates, we present value the estimated amount below or above the fair value range over the remaining term of the lease. The
resulting lease discount or premium is amortized into lease rental income over the remaining term of the lease.
Impairment of Flight Equipment
We perform a recoverability assessment of all aircraft in our fleet, on an aircraft-by-aircraft basis, at least annually. In
addition, a recoverability assessment is performed whenever events or changes in circumstances, or indicators, indicate that
the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a
significant lease restructuring or early lease termination, significant air traffic decline, the introduction of newer technology
aircraft or engines, an aircraft type is no longer in production or a significant airworthiness directive is issued. When we
perform a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be
generated by the aircraft exceed its net book value. The undiscounted cash flows consist of cash flows from currently
contracted leases, future projected lease rates, transition costs, estimated down time and estimated residual or scrap values
for an aircraft. In the event that an aircraft does not meet the recoverability test, the aircraft will be adjusted to fair value,
resulting in an impairment charge. See Note 2. — Fair Value Measurements.
Management develops the assumptions used in the recoverability analysis based on current and future expectations of
the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry,
as well as information received from third party industry sources. The factors considered in estimating the undiscounted
cash flows are impacted by changes in future periods due to changes in contracted lease rates, residual values, economic
conditions, technology, airline demand for a particular aircraft type and other factors.
In monitoring the aircraft in our fleet for impairment charges, we identify those aircraft that are most susceptible to
failing the recoverability assessment and monitor those aircraft more closely, which may result in more frequent recoverability
assessments. The recoverability in the value of these aircraft is more sensitive to changes in contractual cash flows, future
cash flow estimates and residual values or scrap values for each aircraft. These are typically older aircraft for which lessee
demand is declining.
Net Investment in Finance Leases
If a lease meets specific criteria at the inception of a new lease or at any lease modification date, we recognize the
lease as a Net investment in finance leases on our Consolidated Balance Sheets. The Net investment in finance leases consists
of lease receivables, less the unearned income, plus the estimated unguaranteed residual value of the leased flight equipment
at the lease end date. The unearned income is recognized as Finance lease revenue in our Consolidated Statements of Income
over the lease term in a manner that produces a constant rate of return on the Net investment in finance lease.
Collectability of finance leases is evaluated periodically on an individual customer level. The evaluation of the
collectability of the finance leases considers the credit of the lessee and the value of the underlying aircraft. An allowance
for credit losses is established if there is evidence that we will be unable to collect all amounts due according to the original
contractual terms of the Net investment in finance leases. At December 31, 2013, we had no allowance for credit losses for
our Net investment in finance leases.
Unconsolidated Equity Method Investment
Aircastle accounts for its interest in an unconsolidated joint venture using the equity method as we do not control the
joint venture entity. Under the equity method, the investment is initially recorded at cost and the carrying amount is affected
by its share of the unconsolidated joint venture's undistributed earnings and losses, and distributions of dividends and capital.
Capitalization of Interest
We capitalize interest related to progress payments made in respect of flight equipment on forward order and on
prepayments made in respect of the conversion of passenger-configured aircraft to freighter-configured aircraft, and add
such amount to prepayments on flight equipment. The amount of interest capitalized is the actual interest costs incurred on
funding specific assets or the amount of interest costs which could have been avoided in the absence of such payments for
the related assets.
F - 10
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Security Deposits
Most of our operating leases require the lessee to pay Aircastle a security deposit or provide a letter of credit. Security
deposits represent cash received from the lessee that is held on deposit until lease expiration. Aircastle’s operating leases
also obligate the lessees to maintain flight equipment and comply with all governmental requirements applicable to the flight
equipment, including without limitation, operational, maintenance, registration requirements and airworthiness directives.
Maintenance Payments
Typically, under an operating lease, the lessee is responsible for performing all maintenance but might be required to
make payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft.
These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component,
and are required to be made monthly in arrears or at the end of the lease term. Whether to permit a lessee to make maintenance
payments at the end of the lease term, rather than requiring such payments to be made monthly, depends on a variety of
factors, including the creditworthiness of the lessee, the level of security deposit which may be provided by the lessee and
market conditions at the time we enter into the lease. If a lease requires monthly maintenance payments, we would typically
be obligated to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-
value components to the extent of maintenance payments received in respect of the specific maintenance event, usually
shortly following completion of the relevant work. If a lease requires end of lease term maintenance payments, typically the
lessee would be required to pay us for its utilization of the aircraft during the lease; however, in some cases, we may owe a
net payment to the lessee in the event heavy maintenance is performed and paid for by the lessee during the lease term and
the aircraft is returned to us in better condition that at lease inception.
We record monthly maintenance payments by the lessee as accrued maintenance payments liabilities in recognition
of our contractual commitment to refund such receipts. In these contracts, we do not recognize such maintenance payments
as maintenance revenue during the lease. Reimbursements to the lessee upon the receipt of evidence of qualifying maintenance
work are charged against the existing accrued maintenance payments liability. We currently defer maintenance revenue
recognition of all monthly maintenance payments collected until the end of the lease, when we are able to determine the
amount, if any, by which the monthly maintenance payments payments received from a lessee exceed costs to be incurred
by that lessee in performing heavy maintenance. End of lease term maintenance payments made to us are recognized as
maintenance revenue, and end of lease term maintenance payments we make to a lessee are recorded as contra maintenance
revenue.
Lease Incentives and Amortization
Many of our leases contain provisions which may require us to pay a portion of the lessee’s costs for heavy maintenance,
overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives,
which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such
costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units,
expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated amount of
the maintenance event cost and the estimated amounts the lessee is responsible to pay.
This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize
the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being
recorded as a lease incentive liability which is included in maintenance payments on the balance sheet. The payment to the
lessee for the lease incentive liability is first recorded against the lease incentive liability, and any excess above the lease
incentive liability is recorded as a prepaid lease incentive asset, which is included in other assets on the balance sheet and
continues to amortize over the remaining life of the lease.
Lease acquisition costs related to reconfiguration of the aircraft cabin, other lessee specific modifications and other
direct costs are capitalized and amortized into revenue over the initial life of the lease, assuming no lease renewals, and are
included in other assets.
Income Taxes
Aircastle uses an asset and liability based approach in accounting for income taxes. Deferred income tax assets and
liabilities are recognized for the future tax consequences attributed to differences between the financial statement and tax
F - 11
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
basis of existing assets and liabilities using enacted rates applicable to the periods in which the differences are expected to
affect taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount
estimated by us to be realizable. The Company recognizes the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any
unrecognized tax benefits.
Derivative Financial Instruments
In the normal course of business we utilize interest rate derivatives to manage our exposure to interest rate risks.
Specifically, our interest rate derivatives are hedging variable rate interest payments on our various debt facilities. If certain
conditions are met, an interest rate derivative may be specifically designated as a cash flow hedge. All of our designated
interest rate derivatives are cash flow hedges. We have one interest rate derivative that is not designated for accounting
purposes.
On the date that we enter into an interest rate derivative, we formally document the intended use of the interest rate
derivative and its designation as a cash flow hedge, if applicable. We also assess (both at inception and on an ongoing basis)
whether the interest rate derivative has been highly effective in offsetting changes in the cash flows of the variable rate
interest payments on our debt and whether the interest rate derivative is expected to remain highly effective in future periods.
If it were to be determined that the interest rate derivative is not (or has ceased to be) highly effective as a cash flow hedge,
we would discontinue cash flow hedge accounting prospectively.
At inception of an interest rate derivative designated as a cash flow hedge, we establish the method we will use to
assess effectiveness and the method we will use to measure any ineffectiveness. We have one hedge designated using the
“change in variable cash flows method” for both. This method involves a comparison of the present value of the cumulative
change in the expected future cash flows on the variable leg of the interest rate derivative against the present value of the
cumulative change in the expected future interest cash flows on the variable-rate debt. When the change in the interest rate
derivative’s variable leg exceeds the change in the debt’s variable-rate interest cash flows, the calculated ineffectiveness is
recorded in interest expense on our consolidated statement of income. Effectiveness is assessed by dividing the change in
the interest rate derivative variable leg by the change in the debt’s variable-rate interest cash flows.
We have five hedges which are designated using the “hypothetical derivative method” for assessment of effectiveness
and calculation of ineffectiveness. The hypothetical derivative method involves a comparison of the change in the fair value
of the interest rate derivative to the change in the fair value of a hypothetical interest rate derivative with critical terms that
reflect the hedged variable-rate debt. The effectiveness of these relationships is assessed by regressing historical changes in
the interest rate derivative against historical changes in the hypothetical interest rate derivative. When the change in the
interest rate derivative exceeds the change in the hypothetical interest rate derivative, the calculated ineffectiveness is recorded
in interest expense on our consolidated statement of income.
All interest rate derivatives are recognized on the balance sheet at their fair value. We determine fair value for our
United States dollar-denominated interest rate derivatives by calculating reset rates and discounting cash flows based on
cash rates, futures rates and swap rates in effect at the period close. See Note 2 — Fair Value Measurements for more
information.
For our interest rate derivatives designated as cash flow hedges, the effective portion of the interest rate derivative’s
gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings
when the interest payments on the debt are recorded in earnings. The ineffective portion of the interest rate derivative is
calculated and recorded in interest expense on our consolidated statement of income at each quarter end. For any interest
rate derivative not designated as a cash flow hedge, the gain or loss is recognized in other income (expense) on our consolidated
statement of income.
We may choose to terminate certain interest rate derivatives prior to their contracted maturities. Any related net gains
or losses in accumulated other comprehensive income at the date of termination are not reclassified into earnings if it remains
probable that the interest payments on the debt will occur. The amounts in accumulated other comprehensive income are
reclassified into earnings as the interest payments on the debt affect earnings. Terminated interest rate derivatives are reviewed
periodically to determine if the forecasted transactions remain probable of occurring. To the extent that the occurrence of
F - 12
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
the interest payments on the debt are deemed remote, the related portion of the accumulated other comprehensive income
balance is reclassified into earnings immediately.
Lease Revenue Recognition
We lease flight equipment under net operating leases with lease terms typically ranging from 3 to 7 years. We generally
do not offer renewal terms or purchase options in our leases, although certain of our operating leases allow the lessee the
option to extend the lease for an additional term. Operating leases with fixed rentals and step rentals are recognized on a
straight-line basis over the term of the initial lease, assuming no renewals. Operating lease rentals that adjust based on a
London Interbank Offered Rate (“LIBOR”) index are recognized on a straight-line basis over the period the rentals are fixed
and accruable. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably
assured, the customer is placed on non-accrual status, and revenue is recognized when cash payments are received.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses, net of income taxes, if any, affecting
shareholders’ equity that, under US GAAP, are excluded from net income. At December 31, 2012 and 2013, such amount
consists of the effective portion of fluctuations in the fair value of derivatives designated as cash flow hedges.
Share Based Compensation
Aircastle recognizes compensation cost relating to share-based payment transactions in the financial statements based
on the fair value of the equity instruments issued. Aircastle uses the straight line method of accounting for compensation
cost on share-based payment awards that contain pro-rata vesting provisions.
Deferred Financing Costs
Deferred financing costs, which are included in other assets in the Consolidated Balance Sheet, are amortized using
the interest method for amortizing loans over the lives of the relevant related debt.
Leasehold Improvements, Furnishings and Equipment
Improvements made in connection with the leasing of office facilities are capitalized as leasehold improvements and
are amortized on a straight line basis over the minimum lease period. Furnishings and equipment are capitalized at cost and
are amortized over the estimated life of the related assets or remaining lease terms, which range between 3 and 5 years.
Proposed Accounting Pronouncements
In May 2013, the FASB issued re-exposure draft, “Leases” (the “Lease Re-ED”), which would replace the existing
guidance in the Accounting Standards Codification (“ASC”) 840 (“ASC 840”), Leases. The FASB decided that leases would
be classified as either leases of real property (Type B) or leases of assets other than real property (Type A). Leases of real
property will continue to use operating lease accounting. Leases of other than real property would use the receivable residual
approach. Under the receivable residual approach, a lease receivable would be recognized for the lessor's right to receive
lease payments, a portion of the carrying amount of the underlying asset would be allocated between the right of use granted
to the lessee and the lessor's residual value and profit or loss would only be recognized at commencement if it is reasonably
assured. The comment period for the Lease Re-ED ended on September 13, 2013. We anticipate that the final standard may
have an effective date no earlier than 2017. When and if the proposed guidance becomes effective, it may have a significant
impact on the Company's consolidated financial statements. Although we believe the presentation of our financial statements,
and those of our lessees could change, we do not believe the accounting pronouncement will change the fundamental economic
reasons for which the airlines lease aircraft. Therefore, we do not believe it will have a material impact on our business.
Note 2. Fair Value Measurements
Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize
the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:
• Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
F - 13
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
• 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 valuation techniques that may be used to measure fair value are as follows:
• 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).
The following tables set forth our financial assets and liabilities as of December 31, 2012 and 2013 that we measured
at fair value on a recurring basis by level within the fair value hierarchy. Assets and liabilities measured at fair value are
classified in their entirety based on the lowest level of input that is significant to their fair value measurement.
Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Debt investments
Total
Liabilities:
Derivative liabilities
Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Total
Liabilities
Derivative liabilities
Fair Value
as of
December 31,
2012
Fair Value Measurements at December 31, 2012
Using Fair Value Hierarchy
Level 1
Level 2
Level 3
Valuation
Technique
$
618,217
$ 618,217
$
— $
111,942
111,942
40,388
—
—
—
—
—
Market
Market
40,388
Income
$
770,547
$ 730,159
$
— $
40,388
$
61,978
$
— $ 61,978
$
— Income
Fair Value
as of
December 31,
2013
Fair Value Measurements at December 31, 2013
Using Fair Value Hierarchy
Level 1
Level 2
Level 3
$
$
654,613
$ 654,613
$
— $
122,773
122,773
—
777,386
$ 777,386
$
— $
—
—
—
Valuation
Technique
Market
Market
$
39,992
$
— $ 39,992
$
— Income
Our cash and cash equivalents, along with our restricted cash and cash equivalents balances, consist largely of money
market securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable
in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. Our interest
rate derivatives included in Level 2 consist of United States dollar-denominated interest rate derivatives, and their fair values
are determined by applying standard modeling techniques under the income approach to relevant market interest rates (cash
rates, futures rates, swap rates) in effect at the period close to determine appropriate reset and discount rates and incorporates
an assessment of the risk of non-performance by the interest rate derivative counterparty in valuing derivative assets and an
evaluation of the Company’s credit risk in valuing derivative liabilities.
F - 14
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The following table reflects the activity for the classes of our assets and liabilities measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) for the years ended December 31, 2012 and 2013:
Balance as of December 31, 2011
Purchases
Total gains/(losses), net:
Included in other revenue
Settlements
Balance as of December 31, 2012
Total gains/(losses), net:
Included in other revenue
Settlements
Balance as of December 31, 2013
Balance as of December 31, 2011
Total gains/(losses), net:
Included in other income (expense)
Included in interest expense
Included in other comprehensive income
Settlements
Balance as of December 31, 2012
Total gains/(losses), net:
Included in other income (expense)
Included in interest expense
Included in other comprehensive income
Settlements
Balance as of December 31, 2013
$
Assets
Debt Investments
—
43,626
3,347
(6,585)
40,388
1,613
(42,001)
—
Liabilities
Derivative Liabilities
$
(56,229)
599
73
4,800
50,757
—
—
—
—
—
—
$
For the year ended December 31, 2012, we had no transfers into or out of Level 3, however we did terminate all Level
3 interest rate derivatives during the second quarter of 2012. For the year ended December 31, 2013, we had no transfers
into or out of Level 3; however in 2013, we settled the debt investment during the first quarter of 2013.
We measure the fair value of certain assets and liabilities on a non-recurring basis, when US GAAP requires the
application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may
not be recoverable. Assets subject to these measurements include our investment in an unconsolidated joint venture and
aircraft. We account for our investment in an unconsolidated joint venture under the equity method of accounting and record
impairment when its fair value is less than its carrying value. We record aircraft at fair value when we determine the carrying
value may not be recoverable. Fair value measurements for aircraft in impairment tests are based on an income approach
which uses Level 3 inputs, which include the Company’s assumptions and appraisal data as to future cash proceeds from
leasing and selling aircraft.
F - 15
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Aircraft Valuation
We perform our annual fleet-wide recoverability assessment during the third quarter of each year. This recoverability
assessment is a comparison of the carrying value of each aircraft to its undiscounted expected future cash flows. We develop
the assumptions used in the recoverability assessment, including those relating to current and future demand for each aircraft
type, based on management's experience in the aircraft leasing industry as well as information received from third party
sources. Estimates of the undiscounted cash flows for each aircraft type are impacted by changes in contracted and future
expected lease rates, residual values, expected scrap values, economic conditions and other factors.
Following completion of the recoverability analysis during the third quarter of 2013, we determined the cash flows
expected to be generated by seven of our aircraft did not support carrying values and we wrote down their book values by
a total of $97,592. For some of these aircraft we also shortened the expected lives and/or reduced the residual values. More
specifically, we wrote down the book values of:
• Six Boeing 747-400 converted freighter aircraft manufactured between 1990 and 1994 and recorded impairment
charges total $88,647; and
• One Boeing 737-700 aircraft manufactured in 1999 and recorded an impairment charge of $8,945.
In addition, for two McDonnell Douglas MD-11F freighter aircraft manufactured in 1997 that passed the recoverability
assessment, we shortened the expected lives from 35 years to 25 years from production date.
In this year's assessment, we lowered our assumptions for the freighter aircraft noted above to reflect the cumulative
effect of increasing supply in the wake of stagnating demand over the past three years. More specifically, higher production
levels for new, large freighter aircraft together with increased belly freight capacity from the latest generation of wide-body
passenger aircraft have resulted in a glut of large freighter aircraft. At the same time, air freight demand has not increased
due to modest economic growth rates in certain key economies and structural changes in the freight market (e.g., the evolution
of smaller, smarter and lighter electronic devices and modal shifts). The combined effect of these developments has depressed
lease rates and driven more converted freighter aircraft into storage, particularly over the past year.
We estimate a decrease in depreciation expense for changes we made to our aircraft for the year ended December 31,
2014 of approximately $4,600.
We also recorded the following transactional impairments, outside the recoverability assessment process, during 2013:
• We impaired two aircraft, one Airbus A319-100 aircraft and one Boeing 767-300ER aircraft, each of which was
returned to us early by the respective lessee. We wrote these aircraft down to their expected sales prices, recording
impairment charges totaling $6,199 and recorded maintenance revenue of $9,019 and other revenue of $876.
• We elected not to invest in engine performance restoration maintenance visits for one Boeing 767-300ER aircraft
and instead agreed with the lessee to terminate the lease prior to scheduled expiry and pursue a part-out sale. We
recorded impairment charges of $8,544 and we recorded maintenance revenue of $12,056 and other revenue of
$875 from an early termination payment.
• We impaired two Boeing 767-300ER aircraft, each of which was returned to us at the scheduled end of their respective
leases. We wrote these aircraft down to their expected sales prices, recording impairment charges totaling $4,970
and recorded maintenance revenue of $7,103 and other revenue of $33.
Other than the aircraft discussed above, management believes that the net book value of each aircraft is currently
supported by the estimated future undiscounted cash flows expected to be generated by that aircraft, and accordingly, no
other aircraft were impaired as a consequence of this recoverability assessment. However, our lessees may face financial
difficulties and return aircraft to us prior to the contractual lease expiry dates which may change our cash flow assumptions
and require future impairment charges. While we believe that the estimates and related assumptions used in the recoverability
assessment are appropriate, actual results could differ from those estimates.
F - 16
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
In the third quarter of 2012, following our recoverability assessment of the aircraft in our fleet at that time, we impaired
four Boeing 767-300ER aircraft, eight Boeing 737 “Classic” aircraft, and one Airbus A310-300F freighter aircraft and
recorded aggregate impairment charges of $67,370 to write these aircraft down to current market values.
We also made the following transactional impairments, outside the recoverability assessment process, during 2012:
• We impaired two aircraft, one Boeing 757-200 aircraft that we sold for less than its net book value and one Boeing
767-300ER aircraft which was returned to us following its scheduled lease expiration and which failed its
recoverability assessment. For these two aircraft, we recorded impairment charges of $10,111, and we recorded
$2,447 of maintenance revenue.
• We elected not to invest in engine performance restoration maintenance visits for two Airbus A320-200 “Classic”
aircraft with older technology engines and instead agreed with the lessee to terminate the leases prior to scheduled
expiry and pursue part-out sales. Following agreement with our customer to terminate the leases, these aircraft
failed the recoverability assessment and we recorded impairment charges of $12,306 and we recorded $11,104 of
maintenance revenue and reversed $1,157 of lease incentives during the third quarter of 2012, for these two aircraft.
• We elected not to invest in engine performance restoration maintenance visits for one Airbus A320-200 aircraft and
instead agreed to pursue part-out sales. Following the scheduled return of the aircraft from the lessee, this aircraft
failed the recoverability assessment and we recorded an impairment charge of $6,668 and we recorded $6,509 of
maintenance revenue.
Financial Instruments
Our financial instruments, other than cash, consist principally of cash equivalents, restricted cash and cash equivalents,
accounts receivable, accounts payable, amounts borrowed under financings and interest rate derivatives. The fair value of
cash, cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable approximates the
carrying value of these financial instruments because of their short-term nature.
The fair values of our securitizations which contain third party credit enhancements are estimated using a discounted
cash flow analysis, based on our current incremental borrowing rates of borrowing arrangements that do not contain third
party credit enhancements. The fair values of our ECA term financings and bank financings are estimated using a discounted
cash flow analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements. The fair
value of our Senior Notes is estimated using quoted market prices.
The carrying amounts and fair values of our financial instruments at December 31, 2012 and 2013 are as follows:
December 31, 2012
December 31, 2013
Carrying
Amount
of Asset
(Liability)
Fair Value
of Asset
(Liability)
Carrying
Amount
of Asset
(Liability)
Fair Value
of Asset
(Liability)
Securitizations and term debt financings
$ (1,082,368) $
(962,960) $
(828,871) $
(779,901)
ECA term financings
Bank financings
Senior Notes
(652,916)
(112,750)
(671,966)
(116,272)
(493,708)
(264,256)
(506,227)
(268,435)
(1,750,642)
(1,905,565)
(2,150,527)
(2,325,965)
All of our financial instruments are classified as Level 2 with the exception of our senior Notes, which are classified
as Level 1.
Note 3. Lease Rental Revenues and Flight Equipment Held for Lease
Minimum future annual lease rentals contracted to be received under our existing operating leases of flight equipment
at December 31, 2013 were as follows:
F - 17
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Year Ending December 31,
2014
2015
2016
2017
2018
Thereafter
Total
Amount
$
633,778
572,900
485,804
353,853
237,681
774,355
$ 3,058,371
Geographic concentration of lease rental revenue earned from flight equipment held for lease was as follows:
Region
Europe
Asia and Pacific
North America
Middle East and Africa
South America
Total
Year Ended December 31,
2011
2012
2013
45%
24%
13%
11%
7%
39%
32%
11%
11%
7%
33%
38%
10%
10%
9%
100% 100% 100%
The classification of regions in the tables above and the table and discussion below is determined based on the principal
location of the lessee of each aircraft.
For the year ended December 31, 2011, one customer accounted for 11% of lease rental revenues, and three additional
customers accounted for a combined 19% of lease rental revenues. No other customer accounted for more than 5% of lease
rental revenues.
For the year ended December 31, 2012, one customer accounted for 9% of lease rental revenues, and four additional
customers accounted for a combined 25% of lease rental revenues. No other customer accounted for more than 5% of lease
rental revenues.
For the year ended December 31, 2013, one customer accounted for 8% of lease rental revenues, and three additional
customers accounted for a combined 17% of lease rental revenues. No other customer accounted for more than 5% of lease
rental revenues.
The following table sets forth revenue attributable to individual countries representing at least 10% of total revenue
(including maintenance revenue) in any year based on each lessee’s principal place of business for the years indicated:
2011
2012
2013
Country
United States
China(1)
______________
Revenue
$ 64,195
% of
Total
Revenue
Revenue
% of
Total
Revenue
% of
Total
Revenue
Revenue
11% $ 78,493
69,534
11%
75,502
11% $ 74,274
11%
—
10%
—%
(1) Total revenue attributable to China was less than 10% for the twelve months ended December 31, 2013.
F - 18
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Geographic concentration of net book value of flight equipment held for lease was as follows:
Region
Europe
Asia and Pacific
North America
South America
Middle East and Africa
Off-lease
Total
______________
December 31, 2012
December 31, 2013
Number of
Aircraft
Net Book
Value %
Number of
Aircraft
Net Book
Value %
68
50
17
14
8
2 (1)
35%
34%
10%
8%
12%
1%
64
56
19
14
7
2 (2)
30%
41%
10%
7%
11%
1%
159
100%
162
100%
(1) Consists of one Boeing 767-300ER aircraft and one Boeing 747-400 converted freighter aircraft that we are marketing for lease or sale.
(2) Consists of two Boeing 747-400 converted freighter aircraft, one of which is subject to a commitment to lease and the other is being marketed.
The following table sets forth net book value of flight equipment attributable to individual countries representing at
least 10% of net book value of flight equipment based on each lessee’s principal place of business as of:
Country
China(1)
______________
December 31, 2012
December 31, 2013
Net Book
Value
Net Book
Value %
Number of
Lessees
Net Book
Value
Net Book
Value %
Number of
Lessees
$ 515,194
11%
4
$
—
—%
—
(1) The net book value of flight equipment attributable to China was less than 10% as of December 31, 2013.
At December 31, 2012 and 2013, the amounts of lease incentive liabilities recorded in maintenance payments on the
consolidated balance sheets were $15,587 and $28,611, respectively.
Note 4. Net Investment in Finance Leases
At December 31, 2013, our net investment in finance leases represents six aircraft leased to a customer in Germany
and four aircraft leased to two customer in the United States and one aircraft leased to a customer in Canada. The following
table lists the components of our net investment in finance leases at December 31, 2013:
Total lease payments to be received
Less: Unearned income
Estimated residual values of leased flight equipment (unguaranteed)
Net investment in finance leases
Amount
$ 137,448
(62,734)
70,459
$ 145,173
F - 19
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
At December 31, 2013, minimum future lease payments on finance leases are as follows:
Year Ending December 31,
2014
2015
2016
2017
2018
Thereafter
Total lease payments to be received
Amount
27,042
27,042
27,042
26,128
15,287
14,907
$ 137,448
Note 5. Unconsolidated Equity Method Investment
On December 19, 2013, the Company formed a joint venture to invest in leased aircraft with an affiliate of Ontario
Teachers' Pension Plan (or "Teachers' ") in which we have a 30% equity interest for a total investment of $21,070, including
associated costs and maintenance liability. The joint venture's first investment was two Airbus A330 family aircraft
manufactured in 2013 that were purchased from us for $214,159, and which we had acquired earlier in 2013. At December 31,
2013, Teachers' owned approximately 8.5% of our outstanding common shares. As a result of Teachers' holding more than
5% of our common shares, the joint venture and the sale of the initial Airbus A330 family aircraft, was a related party
transaction under our related party policy. Accordingly, the formation of the joint venture and the transfer of these aircraft
was submitted to, and approved by, our Audit Committee under our Related Party Policy. The assets and liabilities of this
joint venture are off our balance sheet and we only record our net investment under the equity method of accounting.
We will source and service these investments and will provide marketing, asset management and administrative services
to the joint venture and will be paid market-based fees for those services. The Company is not obligated to source investments
for the joint venture or to offer any minimum number of investments to the joint venture, and neither partner is obliged to
invest in specific transaction. The Company guarantees to return its portion of partner distributions received related to the
joint venture's lessee maintenance payments. The Company recorded a $881 guarantee liability which is reflected in
Maintenance payments on the balance sheet.
Investment in joint venture at December 31, 2012
Investment in joint venture
Earnings from joint venture, net of tax
Investment in joint venture at December 31, 2013
Note 6. Variable Interest Entities
$
$
—
21,070
53
21,123
Aircastle consolidates eight VIEs of which it is the primary beneficiary. The operating activities of these VIEs are
limited to acquiring, owning, leasing, maintaining, operating and, under certain circumstances, selling the 18 aircraft
discussed below.
Securitizations
In connection with Securitization No. 1, two of our subsidiaries, ACS Aircraft Finance Ireland plc (“ACS Ireland”)
and ACS Aircraft Finance Bermuda Limited (“ACS Bermuda”) issued Class A-1 notes, and each has fully and unconditionally
guaranteed the other's obligations under the notes. In connection with Securitization No. 2, two of our subsidiaries, ACS
Aircraft Finance Ireland 2 Limited (“ACS Ireland 2”) and ACS 2007-1 Limited (“ACS Bermuda 2”) issued Class A-1 notes
and each has fully and unconditionally guaranteed the other's obligations under the notes. ACS Bermuda and ACS Bermuda
2 are collectively referred to as the “ACS Bermuda Group.”
Aircastle is the primary beneficiary of ACS Ireland and ACS Ireland 2 (collectively, the “ACS Ireland VIEs”), as we
have both the power to direct the activities of the VIEs that most significantly impact the economic performance of such
F - 20
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
VIEs and we bear the significant risk of loss and participate in gains through Class E-1 Securities. Although Aircastle has
not guaranteed the ACS Ireland VIEs debt, Aircastle wholly owns the ACS Bermuda Group which has fully and
unconditionally guaranteed the ACS Ireland VIEs obligations. The activity that most significantly impacts the economic
performance is the leasing of aircraft. Aircastle Advisor (Ireland) Limited (Aircastle's wholly owned subsidiary) is the
remarketing servicer and is responsible for the leasing of the aircraft. An Irish charitable trust owns 95% of the common
shares of the ACS Ireland VIEs. The Irish charitable trust's risk is limited to its annual dividend of $2 per VIE. At
December 31, 2013, the assets of the two VIEs include 10 aircraft transferred into the VIEs at historical cost basis in connection
with Securitization No. 1 and Securitization No. 2.
The combined assets of the ACS Ireland VIEs as of December 31, 2013 are $311,227. The combined liabilities of the
ACS Ireland VIEs, net of $72,068 Class E-1 Securities held by the Company, which is eliminated in consolidation, as of
December 31, 2013 are $251,756.
ECA Term Financings
Aircastle, through various subsidiaries, each of which is owned by a charitable trust (such entities, collectively the
“Air Knight VIEs”), entered into eleven different twelve-year term loans, which are supported by guarantees from Compagnie
Francaise d’ Assurance pour le Commerce Exterieur, (“COFACE”), the French government sponsored export credit agency
(“ECA”). These loans provided for the financing for eleven new Airbus A330-200 aircraft. In June 2011, we repaid one of
these loans from the proceeds of the sale of the related aircraft. In June 2013, we repaid two of these loans from the proceeds
of the sale of the related aircraft. We sold an additional aircraft in June 2013, and substituted a newly purchased aircraft as
collateral for the debt in December 2013. At December 31, 2013, Aircastle had eight outstanding term loans with guarantees
from COFACE. We refer to these COFACE-supported financings as “ECA Term Financings.”
Aircastle is the primary beneficiary of the Air Knight VIEs, as we have the power to direct the activities of the VIEs
that most significantly impact the economic performance of such VIEs and we bear the significant risk of loss and participate
in gains through a finance lease. The activity that most significantly impacts the economic performance is the leasing of
aircraft of which our wholly owned subsidiary is the servicer and is responsible for managing the relevant aircraft. There is
a cross collateralization guarantee between the Air Knight VIEs. In addition, Aircastle guarantees the debt of the Air Knight
VIEs.
The only assets that the Air Knight VIEs have on their books are financing leases that are eliminated in the consolidated
financial statements and deferred financing costs. The related aircraft, with a net book value as of December 31, 2013 were
$668,614, are included in our flight equipment held for lease. The consolidated debt outstanding of the Air Knight VIEs as
of December 31, 2013 is $493,708.
F - 21
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 7. Borrowings from Secured and Unsecured Debt Financings
The outstanding amounts of our secured and unsecured term debt financings were as follows:
Debt Obligation
Secured Debt Financings:
Securitization No. 1 (3)
Securitization No. 2
ECA Term Financings
Bank Financings
Total secured debt financings
Unsecured Debt Financings:
Senior Notes due 2017
Senior Notes due 2018
Senior Notes due 2018
Senior Notes due 2019
Senior Notes due 2020
2013 Revolving Credit Facility
At
December 31,
2012
At December 31, 2013
Outstanding
Borrowings
Outstanding
Borrowings
Interest Rate
(1)
Final Stated
(2)
Maturity
$
309,505
$
225,034
772,863
652,916
112,750
603,837
493,708
264,256
1,848,034
1,586,835
0.44%
0.48%
06/20/31
06/14/37
3.02% to 3.96%
12/03/21 to 11/30/24
1.06% to 4.57%
09/15/15 to 11/02/21
500,000
450,642
—
500,000
300,000
—
500,000
450,527
400,000
500,000
300,000
—
6.75%
9.75%
4.625%
6.25%
7.625%
N/A
04/15/17
08/01/18
12/05/18
12/01/19
04/15/20
12/19/15
Total unsecured debt financings
1,750,642
2,150,527
Total secured and unsecured debt financings
$
3,598,676
$ 3,737,362
_______________
(1) Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 1, Securitization No. 2 and one of our ECA Term
Financings. All other financings have a fixed rate.
(2) For Securitizations No. 1 and No. 2, all cash flows available after expenses and interest is applied to debt amortization.
(3) Securitization No. 1 was repaid in February 2014 with the proceeds from our December 2013 Notes issuance.
The following securitizations structures include liquidity facility commitments described in the table below:
Facility
Securitization No. 1
Securitization No. 2
_____________
Available Liquidity
Liquidity
Facility Provider
December 31,
2012
December 31,
2013
Unused
Fee
Interest Rate
on any Advances
Crédit Agricole Corporate and
Investment Bank(1)
HSH Nordbank AG(1)
$
42,000
$
65,000
42,000
65,000
0.45%
0.50%
1 M Libor + 1.00
1 M Libor + 0.75
(1) Following a ratings downgrade by each of the facility providers, the liquidity facility was drawn, and the proceeds, or permitted investments thereof,
remain available to provide liquidity if required. Amounts drawn following a ratings downgrade with respect to the liquidity facility provider do not bear
interest; however, net investment earnings will be paid to the liquidity facility provider, and the unused fee continues to apply.
The purpose of these facilities is to provide liquidity for the relevant securitization or term financing in the event that
cash flow from lease contracts and other revenue sources is not sufficient to pay operating expenses with respect to the
relevant aircraft portfolio, interest payments and interest rate hedging payments for the relevant securitization.
F - 22
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Secured Debt Financings:
ECA Term Financings
In 2010, we entered into two twelve-year term loans which are supported by guarantees from Compagnie Francaise
d’ Assurance pour le Commerce Exterieur (“COFACE”) for the financing of two new Airbus A330-200 aircraft totaling
$138,295. During 2011, we entered into five twelve-year term loans which are supported by guarantees from COFACE for
the financing of five new Airbus A330-200 aircraft totaling $359,393. In 2011, we repaid in full the outstanding principal
balance on one of our ECA term financings in the amount of $61,571. During 2012, we entered into two twelve-year term
loans which are supported by guarantees from COFACE for the financing of two new Airbus A330-200 aircraft totaling
$159,690. In June 2013, we repaid in full the outstanding principal balances on two of our ECA term financings in the total
amount of $111,693, plus accrued interest, interest rate derivative breakage fees of $2,954, and accrued interest on the
terminated interest rate derivatives. During the second quarter of 2013, we wrote off $3,825 of deferred financing fees which
is reflected in interest expense on the consolidated statement of income.
In August 2013, one of our subsidiaries issued a fixed rate ECA bond with a face value of $78,230 which is supported
by a guarantee from COFACE and the proceeds were utilized to repay an interim floating rate bank financing that was drawn
in connection with the acquisition of one Airbus A330-200 aircraft in 2012. The bond has a fixed coupon rate of 3.488%
and a final maturity of November 30, 2024.
We refer to these COFACE-supported financings as “ECA Term Financings”. The borrowings under these financings
at December 31, 2013 have a weighted average rate of interest equal to 3.569%.
The obligations outstanding under the ECA Term Financings are secured by, among other things, a mortgage over the
aircraft and a pledge of our ownership interest in our subsidiary company that leases the aircraft to the operator. The ECA
Term Financings documents contain a $500,000 minimum net worth covenant for Aircastle Limited, as well as a material
adverse change default and cross default to any other recourse obligation of Aircastle Limited, and other terms and conditions
customary for ECA-supported financings being completed at this time. In addition, Aircastle Limited has guaranteed the
repayment of the ECA Term Financings.
Bank Financings
In October 2011, one of our subsidiaries entered into a $90,000 loan facility to finance a portion of the purchase of a
Boeing 777-300ER aircraft. The loan is to be repaid in 24 equal quarterly principal installments beginning January 26, 2012
and a balloon payment of $50,000 on the final repayment date of October 26, 2017.
In December 2011, two of our subsidiaries each entered into $18,000 loan facilities to finance the purchase of two
McDonnell Douglas MD11-F aircraft. The loans are to be repaid over 45 and 47 months, respectively, in principal installments
beginning January 15, 2012 and ending on September 15, 2015 and November 15, 2015, respectively.
In May 2013, we assumed three floating rate loans and one fixed rate loan totaling $91,797 in connection with the
acquisition of two Airbus A320-200 aircraft and two Boeing 737-800 aircraft. During the quarter, we amended two of the
floating rate loans to a fixed rate of 2.58% for the remaining debt term. At December 31, 2013, these four loans had a weighted
average interest rate of 2.36% and mature in 2018 and 2020.
In December 2013, one of our subsidiaries entered into a $85,000 fixed rate loan to finance a portion of one Boeing
777-300ER aircraft which was acquired in the third quarter of 2013. The loan is to be repaid over 95 months in principal
installments beginning on January 6, 2014 and ending with a balloon payment of $18,845 on the final repayment date of
November 2, 2021.
In February 2014, we entered into two floating rate loans and one fixed rate loan totaling $303,200 secured by two
Boeing 777-300ER aircraft and one Airbus A330-200 aircraft we acquired in 2013. The net book value of these three aircraft
at December 31, 2013 totaled $411,057.
F - 23
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
We refer to these loan facilities as “Bank Financings”. Our Bank Financings contain, among other customary provisions,
a $500,000 minimum net worth covenant and, in some cases, a cross-default to other financings with the same lender. In
addition, Aircastle Limited has guaranteed the repayment of the Bank Financings. The borrowings under these financings
at December 31, 2013 have a weighted average fixed rate of interest equal to 3.81%.
Unsecured Debt Financings:
Senior Notes due 2017 and Senior Notes due 2020
During 2012, Aircastle Limited issued $500,000 aggregate principal amount of 6.75% Senior Notes due 2017 (the
“Senior Notes due 2017”) and $300,000 aggregate principal amount of 7.625% Senior Notes due 2020 (the “Senior Notes
due 2020”). The Senior Notes due 2017 mature on April 15, 2017 and bear interest at the rate of 6.75% and the Senior Notes
due 2020 mature on April 15, 2020 and bear interest at the rate of 7.625%. Interest on both series of notes is payable on
April 15 and October 15 of each year, commencing on October 15, 2012 to holders of record on the immediately preceding
April 1 and October 1. The offerings of the Senior Notes due 2017 and the Senior Notes due 2020 were not conditioned on
one another.
The Company may redeem the Senior Notes due 2017 and the Senior Notes due 2020 at any time, up to 35% of the
aggregate principal amount of each series of notes issued under the indenture at a redemption price equal to 106.75% for
the Senior Notes due 2017 and 107.625% for the Senior Notes due 2020, plus accrued and unpaid interest thereon. If the
Company undergoes a change of control, it must offer to repurchase the Senior Notes due 2017 and the Senior Notes due
2020 at 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes due 2017 and the Senior Notes
due 2020 are not guaranteed by any of the Company’s subsidiaries.
Senior Notes due 2018
During 2010, Aircastle Limited issued $300,000 aggregate principal amount of 9.75% Senior Notes due 2018 (the
"2010-1 Notes”). The 2010-1 Notes will mature on August 1, 2018 and bear interest at the rate of 9.75% per annum, payable
semi-annually in arrears on February 1 and August 1, commencing on February 1, 2011 to holders of record on the
immediately preceding January 15 and July 15.
During 2011, we issued an additional $150,000 aggregate principal amount of 9.75% Senior Notes due 2018 (the
“2011-1 Notes” and together with the 2010-1 Notes, the “Senior Notes due 2018”). The 2011-1 Notes will mature on August
1, 2018 and bear interest at the rate of 9.75% per annum, payable semi-annually in arrears on February 1 and August 1,
commencing on February 1, 2012 to holders of record on the immediately preceding January 15 and July 15. The 2010-1
Notes and the 2011-1 Notes are treated as a single class under the indenture.
The Company may redeem all or a portion of the Senior Notes due 2018 at any time on or after August 1, 2014 at a
premium decreasing ratably to zero, plus accrued and unpaid interest. In addition, prior to August 1, 2013 the Company may
redeem up to 35% of the aggregate principal amount of the Senior Notes due 2018 with the net cash proceeds of certain
equity offerings at a redemption price equal to 109.75%, plus accrued and unpaid interest. If the Company undergoes a
change of control, it must offer to repurchase the Senior Notes due 2018 at 101% of the principal amount, plus accrued and
unpaid interest. The Senior Notes due 2018 are not guaranteed by any of the Company’s subsidiaries.
In December 2013, we issued $400,000 aggregate principal amount of Senior Notes due 2018 (the "2018 Senior
Notes"). The 2018 Senior Notes will mature on December 15, 2018 and bear interest at the rate of 4.625% per annum, payable
semi-annually on June 15 and December 15 of each year, commencing on June 15, 2014. Interest will accrue on the 2018
Senior Notes from December 5, 2013. In addition, prior to December 15, 2016 the company may redeem up to 35% of the
aggregate principal amount of the 2018 Senior Notes with the net cash proceeds of one or more equity offerings at a redemption
price equal to 104.625%, plus accrued and unpaid interest. If the Company undergoes a change of control, it must offer to
repurchase the 2018 Senor Notes at 101% of the principal amount, plus accrued and unpaid interest. The 2018 Senior Notes
are not guaranteed by any of the Company's subsidiaries.
In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No.1 and
terminated the related interest rate derivative, for a total cash payment of $255,186, with proceeds from our December 2013
Notes issuance. The aircraft that became unencumbered with the repayment of Securitization No. 1 had a net book value
of $410,501 at December 31, 2013.
F - 24
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Senior Notes due 2019
During 2012, Aircastle Limited issued $500,000 aggregate principal amount of 6.25% Senior Notes due 2019 (the
“Senior Notes due 2019”). The Senior Notes due 2019 mature on December 1, 2019 and bear interest at the rate of 6.25%.
Interest on both series of notes is payable on June 1 and December 1 of each year, commencing on June 1, 2013 to holders
of record on the immediately preceding May 15 and November 15.
The Company may redeem the Senior Notes due 2019 at any time, up to 35% of the aggregate principal amount of the
notes issued under the indenture at a redemption price equal to 106.25%, plus accrued and unpaid interest thereon. If the
Company undergoes a change of control, it must offer to repurchase the Senior Notes due 2019 at 101% of the principal
amount, plus accrued and unpaid interest. The Senior Notes due 2019 are not guaranteed by any of the Company’s subsidiaries.
We used the net proceeds of the private placement for general corporate purposes, including the purchase of aviation
assets.
2012 Revolving Credit Facility
On December 19, 2012, the Company entered into a three-year $150,000 senior unsecured revolving credit facility
with a group of banks (the “2012 Revolving Credit Facility”) which replaced the 2010 Revolving Credit Facility. The 2012
Revolving Credit Facility provides loans in amounts up to $150,000 for working capital and other general corporate purposes.
During the fourth quarter of 2012, we wrote-off $120 of deferred financing fees related to the 2010 Revolving Credit Facility,
which is reflected in interest expense on the consolidated statement of income.
2013 Revolving Credit Facility
In early August 2013, we amended and restructured our existing 2012 Revolving Credit Facility in the amount of
$150,000 with a new unsecured revolving credit facility (the "2013 Revolving Credit Facility”). The 2013 Revolving Credit
Facility was initially sized at $335,000 and can be increased to a maximum of $400,000. The 2013 Revolving Credit Facility
has a term of three years and is scheduled to expire in August 2016.
Maturities of the secured and unsecured debt financings over the next five years and thereafter are as follows:
2014
2015
2016
2017
2018
Thereafter
Total
______________
$
$
365,325
241,106
240,164
758,662
1,006,153
1,125,952
(1)
3,737,362
(1)
Included in the above table are forecasted principal payments for Securitizations No. 1 and No. 2. These forecasted payments are based on excess cash
flows available from forecasted lease rentals, net maintenance funding (which is forecasted to be neutral after the first 12 months) and proceeds from asset
dispositions after the payment of forecasted operating expenses and interest payments.
As of December 31, 2013, we are in compliance with all applicable covenants in our financings.
Note 8. Shareholders’ Equity and Share Based Payment
In January 2006, the board of directors (the “Board”) and shareholders managed by affiliates of Fortress Investment
Group LLC (the "Fortress Shareholders") adopted the Aircastle Investment Limited 2005 Equity and Incentive Plan, and
the Board and the Fortress Shareholders approved an amendment to and restatement thereof on July 20, 2006 (as so amended
and restated, the “2005 Plan”). The purpose of the 2005 Plan is to provide additional incentive to selected management
employees. The 2005 Plan provides that the Company may grant (a) share options, (b) share appreciation rights, (c) awards
of restricted common shares, deferred shares, performance shares, unrestricted shares or other share-based awards, or (d) any
F - 25
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
combination of the foregoing. Four million shares were reserved under the 2005 Plan, increasing by 100,000 each year
beginning in 2007 through and including 2016. The 2005 Plan provides that grantees of restricted common shares will have
all of the rights of shareholders, including the right to receive dividends, other than the right to sell, transfer, assign or
otherwise dispose of the shares until the lapse of the restricted period. Generally, the restricted common shares vest over 3
or 5 year periods based on continued service and are being expensed on a straight line basis over the requisite service period
of the awards. The terms of the grants provide for accelerated vesting under certain circumstances, including termination
without cause following a change of control.
A summary of the fair value of non-vested shares for the years ended December 31, 2011, 2012 and 2013 is as follows:
Non vested Shares
Non-vested at January 1, 2011
Granted
Canceled
Vested
Non-vested at December 31, 2011
Granted
Canceled
Vested
Non-vested at December 31, 2012
Granted
Canceled
Vested
Non-vested at December 31, 2013
Shares
(in 000’s)
Weighted
Average
Grant Date
Fair Value
1,163.7
311.9
(6.5)
(526.3)
942.8
241.0
(110.8)
(511.8)
561.2
457.5
(1.5)
(322.5)
694.7
$
$
11.42
12.95
9.81
14.10
10.44
13.26
10.56
10.28
12.21
13.98
13.11
11.96
13.49
The fair value of the restricted common shares granted in 2011, 2012 and 2013 were determined based upon the market
price of the shares at the grant date.
The total unrecognized compensation cost, adjusted for estimated forfeitures, related to all non-vested shares as of
December 31, 2013, in the amount of $4,956, is expected to be recognized over a weighted average period of 2.63 years.
In addition, during January 2013, we repurchased an additional 679,292 common shares at an aggregate cost of $8,579,
including commissions. The remaining dollar value of common shares that may be purchased under the Board authorized
program is $30,000.
In July 2013, we issued 12,320,000 of our common shares, par value US$0.01, at a price of $17.00 per share to an
affiliate of Marubeni Corporation, a Japanese corporation ("Marubeni"). In June 2013, we also entered into a Shareholder
Agreement with Marubeni, which became effective in July 2013 upon the closing of the issuance.
F - 26
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 9. Dividends
The following table sets forth the quarterly dividends declared by our Board of Directors for the three years ended
December 31, 2013:
Declaration Date
December 6, 2010
March 8, 2011
June 27, 2011
September 14, 2011
November 7, 2011
February 17, 2012
May 2, 2012
August 1, 2012
November 5, 2012
February 18, 2013
May 1, 2013
August 2, 2013
October 29, 2013
Dividend
per
Common
Share
Aggregate
Dividend
Amount
$ 0.100
$ 0.100
$ 0.125
$ 0.125
$
$
$
$
7,964
7,857
9,364
9,035
Record Date
Payment Date
December 31, 2010
January 14, 2011
March 31, 2011
July 7, 2011
April 15, 2011
July 15, 2011
September 30, 2011
October 14, 2011
$ 0.150
$ 10,839
November 30, 2011
December 15, 2011
$ 0.150
$ 10,865
February 29, 2012
March 15, 2012
$ 0.150
$ 10,847
May 31, 2012
June 15, 2012
$ 0.150
$ 10,464
August 31, 2012
September 14, 2012
$ 0.165
$ 11,493
November 30, 2012
December 14, 2012
$ 0.165
$ 11,268
March 4, 2013
March 15, 2013
$ 0.165
$ 11,297
May 31, 2013
June 14, 2013
$ 0.165
$ 13,330
August 30, 2013
September 13, 2013
$ 0.200
$ 16,163
November 29, 2013
December 13, 2013
Note 10. Earnings Per Share
We include all common shares granted under our incentive compensation plan which remain unvested (“restricted
common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid
(“participating securities”), in the number of shares outstanding in our basic and diluted EPS calculations using the two-
class method. All of our restricted common shares are currently participating securities.
Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings
allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average
number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings
are allocated to both common shares and restricted common shares based on the total weighted average shares outstanding
during the period as follows:
Weighted-average shares:
Common shares outstanding
Restricted common shares
Total weighted-average shares
Percentage of weighted-average shares:
Common shares outstanding
Restricted common shares
Total
F - 27
Year Ended December 31,
2011
2012
2013
74,686,150
70,716,963
73,652,996
956,433
587,813
593,616
75,642,583
71,304,776
74,246,612
Year Ended December 31,
2011
2012
2013
98.74%
1.26%
99.18%
0.82%
99.20%
0.80%
100.00%
100.00%
100.00%
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The calculations of both basic and diluted earnings per share for the years ended December 31, 2011, 2012 and 2013
are as follows:
Year Ended December 31,
2011
2012
2013
Earnings per common share — Basic:
Income from continuing operations
Less: Distributed and undistributed earnings allocated to restricted common shares(a)
124,270
(1,571)
Income from continuing operations available to common shareholders — Basic
$
122,699
$
$
32,868
(271)
32,597
$
$
29,781
(238)
29,543
Weighted-average common shares outstanding — Basic
74,686,150
70,716,963
73,652,996
Net income per common share — Basic
1.64
$
0.46
Earnings per common share — Diluted:
Income from continuing operations
Less: Distributed and undistributed earnings allocated to restricted common shares(a)
124,270
$
32,868
(1,571)
(271)
Income from continuing operations available to common shareholders — Diluted
$
122,699
$
32,597
$
$
$
0.40
29,781
(238)
29,543
Weighted-average common shares outstanding — Basic
Effect of diluted shares
74,686,150
— (b)
70,716,963
— (b)
73,652,996
— (b)
Weighted-average common shares outstanding — Diluted
74,686,150
70,716,963
73,652,996
Net income per common share — Diluted
1.64
$
0.46
$
0.40
_____________
(a)
For the years ended December 31, 2011, 2012 and 2013, distributed and undistributed earnings to restricted shares is 1.26%, 0.82% and 0.80%, respectively,
of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
(b)
For the years ended December 31, 2011, 2012 and 2013, we have no dilutive shares.
Note 11. Income Taxes
Income taxes have been provided for based upon the tax laws and rates in countries in which our operations are
conducted and income is earned. The Company received an assurance from the Bermuda Minister of Finance that it would
be exempted from local income, withholding and capital gains taxes until March 2035. Consequently, the provision for
income taxes recorded relates to income earned by certain subsidiaries of the Company which are located in, or earn income
in, jurisdictions that impose income taxes, primarily the United States and Ireland.
The sources of income from continuing operations before income taxes and earnings of unconsolidated equity method
investment for the years ended December 31, 2011, 2012 and 2013 were as follows:
U.S. operations
Non-U.S. operations
Income from continuing operations before income taxes and earnings of unconsolidated equity
method investment
Year Ended December 31,
2011
2012
2013
$
1,551
$ 2,016
$
2,730
130,551
38,697
36,213
$ 132,102
$ 40,713
$ 38,943
F - 28
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The components of the income tax provision from continuing operations for the year ended December 31, 2011,
2012 and 2013 consisted of the following:
Current:
United States:
Federal
State
Non-U.S
Current income tax provision
Deferred:
United States:
Federal
State
Non-U.S
Deferred income tax provision (benefit)
Total
Year Ended December 31,
2011
2012
2013
$
643
$
75
1,499
2,217
982
355
4,278
5,615
148
131
738
1,017
$ 1,742
515
2,542
4,799
2,201
409
4,218
6,828
963
386
3,067
4,416
$
7,832
$
7,845
$ 9,215
Significant components of the Company’s deferred tax assets and liabilities at December 31, 2011, 2012 and 2013
consisted of the following:
Deferred tax assets:
Non-cash share based payments
Net operating loss carry forwards
Interest rate derivatives
Other
Total deferred tax assets
Deferred tax liabilities:
Accelerated depreciation
Other
Total deferred tax liabilities
Net deferred tax liabilities
Year Ended December 31,
2011
2012
2013
$
1,420
$
1,180
$
1,139
18,213
19,427
23,137
1,931
472
1,345
255
863
356
22,036
22,207
25,495
(39,462)
(46,551)
(56,312)
(948)
(1,666)
(1,143)
(40,410)
(48,217)
(57,455)
$ (18,374) $ (26,010) $ (31,960)
The Company had approximately $7,414 of net operating loss (“NOL”) carry forwards available at December 31, 2013
to offset future taxable income subject to U.S. graduated tax rates. If not utilized, these carry forwards expire between 2028
through 2033. The Company also had NOL carry forwards of $380,879 with no expiration date to offset future Irish, Mauritius
and Singapore taxable income. Deferred tax assets and liabilities are included in other assets and accounts payable and
accrued liabilities, respectively, in the accompanying consolidated balance sheets.
We do not expect to incur income taxes on future distributions of undistributed earnings of non-U.S. subsidiaries and,
accordingly, no deferred income taxes have been provided for the distributions of such earnings. As of December 31, 2013
we have elected to permanently reinvest our accumulated undistributed U.S. earnings of $15,886. Accordingly, no
U.S. withholding taxes have been provided. Withholding tax of $4,766 would be due if such earnings were remitted.
All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-
U.S. corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically
are not subject to U.S. federal, state or local income taxes unless they operate within the U.S., in which case they may be
F - 29
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
subject to federal, state and local income taxes. We also have a U.S-based subsidiary which provides management services
to our non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes.
Differences between statutory income tax rates and our effective income tax rates applied to pre-tax income from
continuing operations at December 31, 2011, 2012 and 2013 consisted of the following:
Notional U.S. federal income tax expense at the statutory rate:
U.S. state and local income tax, net
Non-U.S. operations:
Bermuda
Ireland
Other low tax jurisdictions
Non-deductible expenses in the U.S.
Other
Provision for income taxes
Year Ended December 31,
2011
2012
2013
$ 46,236
$ 14,250
$ 13,630
92
140
195
(29,105)
(7,907)
(2,090)
847
(241)
2,764
(5,368)
(4,189)
281
(33)
4,749
(5,514)
(4,205)
447
(87)
$ 7,832
$ 7,845
$ 9,215
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax
position will be sustained on examination by the taxing authorities. We did not have any unrecognized tax benefits.
We conduct business globally and, as a result, the Company and its subsidiaries or branches are subject to foreign,
U.S. federal and various state and local income taxes, as well as withholding taxes. In the normal course of business the
Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Ireland
and the United States. With few exceptions, the Company and its subsidiaries or branches remain subject to examination
for all periods since inception.
Our policy is that we will recognize interest and penalties accrued on any unrecognized tax benefits as a component
of income tax expense. We did not accrue interest or penalties associated with any unrecognized tax benefits, nor was any
interest expense or penalty recognized during the year.
Note 12. Interest, Net
The following table shows the components of interest, net for the years ended December 31, 2011, 2012 and 2013:
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
$ 172,798
$ 178,601
$ 196,176
Year Ended December 31,
2011
2012
2013
Hedge ineffectiveness (gains) losses
Amortization of interest rate derivatives related to deferred losses
Amortization of deferred financing fees
Interest Expense
Less interest income
Less capitalized interest
Interest, net
(101)
23,078
15,271
2,893
30,777
12,449
371
33,265
14,719
211,046
224,720
244,531
(390)
(597)
(6,506)
(1,315)
(774)
—
$ 204,150
$ 222,808
$ 243,757
F - 30
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 13. Commitments and Contingencies
Rent expense, primarily for the corporate office and sales and marketing facilities, was approximately $1,163, $955
and $1,236 for the years ended December 31, 2011, 2012 and 2013, respectively.
As of December 31, 2013, Aircastle is obligated under non-cancelable operating leases relating principally to office
facilities in Stamford, Connecticut; Dublin, Ireland; and Singapore for future minimum lease payments as follows:
December 31,
2014
2015
2016
2017
2018
Thereafter
Total
Amount
$ 1,126
1,136
947
736
751
3,146
$ 7,842
At December 31, 2013, we had commitments to acquire six aircraft in 2014 for $575,014. After taking into account
acquisitions, amendments to commitments and new commitments, as of February 24, 2014, we have commitments to acquire
11 aircraft for $986,850.
Note 14. Derivatives
The objective of our hedging policy is to adopt a risk averse position with respect to changes in interest rates.
Accordingly, we have entered into a number of interest rate derivatives to hedge the current and expected future interest rate
payments on our variable rate debt. Interest rate derivatives are agreements in which a series of interest rate cash flows are
exchanged with a third party over a prescribed period. The notional amount on an interest rate derivative is not exchanged.
Our interest rate derivatives typically provide that we make fixed rate payments and receive floating rate payments to convert
our floating rate borrowings to fixed rate obligations to better match the largely fixed rate cash flows from our investments
in flight equipment.
F - 31
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
We held the following interest rate derivatives as of December 31, 2013:
Derivative Liabilities
Current
Notional
Amount
Effective
Date
Maturity
Date
Future
Maximum
Notional
Amount
Floating
Rate
Fixed
Rate
Balance Sheet
Location
Fair
Value
Hedged Item
Interest rate derivatives
designated as cash flow hedges:
Securitization No. 1(1)
Fair value of
derivative
liabilities
Fair value of
derivative
liabilities
$ 217,315
Jun-06
Jun-16
$
217,315
1M LIBOR
+ 0.27%
5.78%
Securitization No. 2
472,914
Jun-12
Jun-17
472,914
1M LIBOR
1.26%
to
1.28%
Total interest rate derivatives
designated as cash flow hedges
690,229
690,229
Interest rate derivatives not designated
as cash flow hedges:
Securitization No. 1
85,539
Jun-06
Jun-16
85,539
Total interest rate derivatives not
designated as cash flow hedges
85,539
85,539
Total interest rate derivative liabilities
$ 775,768
$
775,768
_______________
1M LIBOR
+ 0.27%
5.78%
Fair value of
derivative
liabilities
$ 24,701
5,568
30,269
9,723
9,723
$ 39,992
(1) In February 2014 we repaid Securitization No. 1 and terminated the related interest rate derivative. See Note 7 - Borrowings from Secured and Unsecured
Debt Financings - Senior Notes due 2018.
The weighted average interest pay rates of these derivatives at December 31, 2011, 2012 and 2013 were 5.03%, 2.91%
and 3.03%, respectively.
For the year ended December 31, 2013, the amount of loss reclassified from accumulated other comprehensive income
(“OCI”) into interest expense related to net interest settlements on active interest rate derivatives was $18,085. The amount
of loss expected to be reclassified from OCI into interest expense over the next 12 months related to net interest settlements
on active interest rate derivatives is $16,510.
Our interest rate derivatives involve counterparty credit risk. As of December 31, 2013, our interest rate derivatives
are held with the following counterparties: JP Morgan Chase Bank NA, Citibank Canada NA and Wells Fargo Bank NA.
All of our counterparties or guarantors of these counterparties are considered investment grade (senior unsecured ratings of
Baa2 or above) by Moody’s Investors Service. All are also considered investment grade (long-term foreign issuer ratings of
A- or above) by Standard and Poor’s. We do not anticipate that any of these counterparties will fail to meet their obligations.
In addition to the derivative liability above, another component of the fair value of our interest rate derivatives is
accrued interest. As of December 31, 2013, accrued interest payable included in accounts payable, accrued expenses, and
other liabilities on our consolidated balance sheet was $850 related to interest rate derivatives designated as cash flow hedges
and $203 related to interest rate derivatives not designated as cash flow hedges.
Following is the effect of interest rate derivatives on the statement of financial performance for the year ended
December 31, 2013:
F - 32
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Derivatives in ASC 815 Cash Flow
Hedging Relationships
Effective Portion
Amount of
Gain or (Loss)
Recognized in OCI
on Derivative
(a)
Location of
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
Amount of
Gain or (Loss)
Reclassified from
Accumulated OCI
(b)
into Income
Ineffective Portion
Location of Gain
or (Loss)
Recognized in
Income on
Derivative
Amount of
Gain or (Loss)
Recognized in
Income on
(c)
Derivative
Interest rate derivatives
$
(479)
Interest expense
$
(50,864)
Interest expense
$
(371)
______________
(a) This represents the change in fair market value of our interest rate derivatives since year end, net of taxes, offset by the amount of actual cash paid related
to the net settlements of the interest rate derivatives for each of the twelve months ended December 31, 2013.
(b) This represents the amount of actual cash paid, net of taxes, related to the net settlements of the interest rate derivatives for each of the twelve months ended
December 31, 2013 plus any effective amortization of net deferred interest rate derivative losses.
(c) This represents both realized and unrealized ineffectiveness incurred during the twelve months ended December 31, 2013.
Derivatives Not Designated as Hedging Instruments under ASC 815
Interest rate derivatives
Location of Gain or
(Loss) Recognized in
Income On Derivative
Amount of
Gain or (Loss)
Recognized in
Income on
Derivative
Other income (expense)
$
4,754
On an ongoing basis, terminated interest rate derivative notionals are evaluated against debt forecasts. To the extent
that interest payments are deemed remote to occur, deferred gains or losses are accelerated into interest expense as applicable.
For the year ended December 31, 2013, the amount of deferred net loss (including $2,022 of accelerated amortization
driven by aircraft sales in 2013) reclassified from OCI into interest expense related to our terminated interest rate derivatives
was $30,766. The amount of deferred net loss expected to be reclassified from OCI into interest expense over the next 12
months related to our terminated interest rate derivatives is $23,351, of which $14,854 relates to Term Financing No. 1
interest rate derivatives terminated in 2012, $5,883 relates to ECA Term Financings for New A330 Aircraft, $1,314 relates
to other financings and $1,300 relates to Term Financing No. 1 derivatives terminated in 2008.
For the year ended December 31, 2013, the amount of effective deferred loss reclassified from OCI into interest expense
related to our undesignated active interest rate derivative was $2,499 (including $909 of accelerated amortization). The
amount of effective deferred loss expected to be reclassified from OCI into interest expense over the next 12 months related
to our undesignated active interest rate derivative under our Securitization No. 1 is $1,308.
F - 33
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The following table summarizes amounts charged directly to the consolidated statement of income for the years ended
December 31, 2011, 2012, and 2013 related to our interest rate derivative contracts:
Interest Expense:
Hedge ineffectiveness losses (gains)
Amortization:
Accelerated amortization of deferred losses(1)
Amortization of loss of designated interest rate derivative
Amortization of deferred losses
Total Amortization
Total charged to interest expense
Other Income (Expense):
Mark to market gains (losses) on undesignated interest rate derivatives
Total charged to other income (expense)
_____________
Year Ended December 31,
2011
2012
2013
(101) $ 2,893
$
371
8,508
—
—
101
2,931
1,590
14,570
30,676
28,744
23,078
$ 22,977
30,777
$ 33,670
33,265
$ 33,636
(848) $
(597) $ 4,754
$
(848) $
(597) $ 4,754
(1) For the year ended December 31, 2011, includes accelerated amortization of deferred hedge losses in the amount of $8,501 related to three aircraft sold in
2011. For the year ended December 31, 2013, includes accelerated amortization of deferred hedge losses related to two aircraft sold in June 2013.
Note 15. Other Assets
The following table describes the principal components of other assets on our consolidated balance sheet as of:
Debt investments
Deferred debt issuance costs, net of amortization of $54,146 and $61,104, respectively
Deferred federal income tax asset
Lease incentives and lease premiums, net of amortization of $26,902 and $41,136, respectively
Flight equipment held for sale
Other assets
Total other assets
December 31,
2012
2013
$ 40,388
$
—
55,087
22,207
62,822
—
6,129
52,464
1,218
72,181
9,474
8,639
$ 186,633
$ 143,976
Note 16. Accounts Payable, Accrued Expenses and Other Liabilities
The following table describes the principal components of accounts payable, accrued expenses and other liabilities
recorded on our consolidated balance sheet as of:
Accounts payable and accrued expenses
Deferred federal income tax liability
Accrued interest payable
Lease discounts, net of amortization of $7,328 and $6,458 respectively
Total accounts payable, accrued expenses and other liabilities
F - 34
December 31,
2012
2013
$
21,507
$ 30,204
48,217
38,273
596
$ 108,593
33,178
39,213
9,066
$ 111,661
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 17. Accumulated Other Comprehensive Loss
The following table describes the principal components of accumulated other comprehensive loss recorded on our
consolidated balance sheet as of:
Changes in accumulated other comprehensive loss by component(a)
Beginning balance
Amount recognized in other comprehensive loss on derivatives, net of tax benefit of $4
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense of $486
Net current period other comprehensive income
Ending balance
(a) All amounts are net of tax. Amounts in parentheses indicate debits.
Reclassifications from accumulated other comprehensive loss(a)
Losses on cash flow hedges
Amount of effective amortization of net deferred interest rate derivative losses(b)
Effective amount of net settlements of interest rate derivatives, net of tax expense of $486(b)
Amount of loss reclassified from accumulated other comprehensive loss into income(c)
Twelve Months
Ended
December 31,
2013
$
(126,290)
(479)
50,864
50,385
$
(75,905)
Twelve Months
Ended
December 31,
2013
$
$
33,265
17,599
50,864
(a) All amounts are net of tax.
(b) Included in interest expense.
(c) This represents the effective amounts of actual cash paid related to the net settlements of the interest rate derivatives plus any effective amortization of net
deferred interest rate derivative losses (see Note 14. - Derivatives).
F - 35
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 18. Quarterly Financial Data (Unaudited)
Quarterly results of our operations for the years ended December 31, 2012 and 2013 are summarized below:
2012
Revenues
Net income (loss)
Basic earnings (loss) per share:
Net income (loss)
Diluted earnings per share:
Net income (loss)
2013
Revenues
Net income (loss)
Basic earnings per share:
Net income (loss)
Diluted earnings per share:
Net income (loss)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 164,915
$ 172,181
$ 172,866
$ 176,610
$ 32,602
$ 16,324
$ (45,847) $ 29,789
$
$
0.45
$
0.23
$
(0.65) $
0.43
0.45
$
0.23
$
(0.65) $
0.43
$ 176,189
$ 170,378
$ 170,090
$ 191,988
$ 23,064
$ 32,854
$ (74,558) $ 48,421
$
$
0.34
$
0.48
$
(0.95) $
0.60
0.34
$
0.48
$
(0.95) $
0.60
The sum of the quarterly earnings per share amounts may not equal the annual amount reported since per share amounts
are computed independently for each period presented.
F - 36
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Aircastle Limited has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 25, 2014
Aircastle Limited
By:
/s/ Ron Wainshal
Ron Wainshal
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of Aircastle Limited and in the capacities and on the date indicated.
SIGNATURE
TITLE
DATE
/s/ Ron Wainshal
Ron Wainshal
/s/ Michael Inglese
Michael Inglese
/s/ Aaron Dahlke
Aaron Dahlke
/s/ Peter V. Ueberroth
Peter V. Ueberroth
/s/ Ronald W. Allen
Ronald W. Allen
/s/ Giovanni Bisignani
Giovanni Bisignani
/s/ Douglas A. Hacker
Douglas A. Hacker
/s/ Ryusuke Konto
Ryusuke Konto
/s/ Ronald L. Merriman
Ronald L. Merriman
/s/ Agnes Mura
Agnes Mura
/s/ Charles W. Pollard
Charles W. Pollard
/s/ Gentaro Toya
Gentaro Toya
Chief Executive Officer and Director
February 25, 2014
Chief Financial Officer
February 25, 2014
Chief Accounting Officer
February 25, 2014
Chairman of the Board
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
February 25, 2014
Director
Director
Director
Director
Director
Director
Director
Director
S - 1
AIRCASTLE LIMITED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
Exhibit 12.1
Fixed Charges:
Interest expense
Capitalized interest
Portion of rent expense representative of interest
Total fixed charges
Earnings:
Income from continuing operations before income taxes
Fixed charges from above
Less capitalized interest from above
Amortization of capitalized interest
Earnings (as defined)
Ratio of earnings to fixed charges
Year Ended December 31,
2011
2012
2013
$ 211,046
$ 224,720
$ 243,757
6,506
381
1,315
307
—
404
$ 217,933
$ 226,342
$ 244,161
$ 132,102
$ 40,713
$
38,943
217,933
226,342
244,161
(6,506)
(1,315)
597
800
—
800
$ 344,126
$ 266,540
$ 283,904
1.58 x
1.18 x
1.16 x
Subsidiaries of Aircastle Limited
As of December 31, 2013
Exhibit 21.1
Name of Subsidiary
1 ABH 12 Limited
2 ACS 2007-1 Limited
3 ASC 2007-1 Luxembourg S.à.r.l.
4 ACS 2008-1 Limited
5 ACS 2008-2 Limited
6 ACS Aircraft Finance Bermuda Limited
7 ACS Aircraft Finance Ireland 2 Limited
8 ACS Aircraft Finance Ireland 3 Limited
9 ACS Aircraft Finance Ireland Public Limited Company
Aircastle Advisor Asia Pacific Limited
AHCL Two Limited
AHCL Luxembourg Finance Company
10 ACS Aircraft Leasing (Ireland) Limited
11 AHCL Securities Limited
12
13
14 AYR Bermuda Limited
15 AYR Delaware LLC
16 AYR E Note Limited
17 AYR Freighter LLC
18
19 Aircastle Advisor (International) Limited
20 Aircastle Advisor (Ireland) Limited
21 Aircastle Advisor LLC
22 Aircastle Bermuda Holding Limited
23 Aircastle Bermuda Securities Limited
24 Aircastle Delaware Holdings LLC
25 Aircastle Delaware Holdings 2 LLC
26 Aircastle Holding Corporation Limited
27 Aircastle Investment Holdings 2 Limited
28 Aircastle Investment Holdings 3 Limited
29 Aircastle Investment Holdings Limited
30 Aircastle Ireland Holding Limited
31
32 Aircraft MSN 306 LLC
33 Aircraft MSN 311 LLC
34 Aircraft MSN 313 LLC
35 Aircraft MSN 368 LLC
Aircraft MSN 587 LLC
36
Aircraft MSN 634 LLC
37
38
Aircraft MSN 983 LLC
39 Aircraft MSN 1006 LLC
40 Aircraft MSN 1012 LLC
41
Aircraft MSN 1015 LLC
42 Aircraft MSN 1047 LLC
43 Aircraft MSN 1054 LLC
Aircastle Singapore Pte. Limited
Jurisdiction
Bermuda
Bermuda
Grand Duchy of Luxembourg
Bermuda
Bermuda
Bermuda
Ireland
Ireland
Ireland
Ireland
Bermuda
Bermuda
Grand Duchy of Luxembourg
Bermuda
Delaware
Bermuda
Delaware
Bermuda
Bermuda
Ireland
Delaware
Bermuda
Bermuda
Delaware
Delaware
Bermuda
Bermuda
Bermuda
Bermuda
Ireland
Singapore
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Name of Subsidiary
44
Aircraft MSN 1055 LLC
45 Aircraft MSN 1059 LLC
46 Aircraft MSN 1067 LLC
47 Aircraft MSN 1099 LLC
48 Aircraft MSN 1101 LLC
49 Aircraft MSN 1119 LLC
Aircraft MSN 1364 LLC
50
Aircraft MSN 1410 LLC
51
Aircraft MSN 1446 LLC
52
Aircraft MSN 2666 LLC
53
54
Aircraft MSN 2780 LLC
55 Aircraft MSN 24061 LLC
56 Aircraft MSN 24066 LLC
57 Aircraft MSN 24226 LLC
58 Aircraft MSN 24541 LLC
59 Aircraft MSN 24952 LLC
60 Aircraft MSN 24975 LLC
61 Aircraft MSN 25000 LLC
62 Aircraft MSN 25117 LLC
63 Aircraft MSN 25587 LLC
64 Aircraft MSN 25702 LLC
Aircraft MSN 26983 LLC
65
Aircraft MSN 26985 LLC
66
Aircraft MSN 26986 LLC
67
Aircraft MSN 26987 LLC
68
Aircraft MSN 26988 LLC
69
Aircraft MSN 26992 LLC
70
71 Aircraft MSN 27137 LLC
72 Aircraft MSN 27152 LLC
73 Aircraft MSN 27183 LLC
74 Aircraft MSN 27342 LLC
75 Aircraft MSN 27681 LLC
76 Aircraft MSN 28038 LLC
77 Aircraft MSN 28213 LLC
78 Aircraft MSN 28231 LLC
79
Aircraft MSN 28383 LLC
80 Aircraft MSN 28386 LLC
81 Aircraft MSN 28414 LLC
82 Aircraft MSN 28578 LLC
83 Aircraft MSN 28620 LLC
Aircraft MSN 28626 LLC
84
85 Aircraft MSN 28867 LLC
86 Aircraft MSN 29045 LLC
87 Aircraft MSN 29046 LLC
88 Aircraft MSN 29246 LLC
89 Aircraft MSN 29247 LLC
90 Aircraft MSN 29250 LLC
91 Aircraft MSN 29329 LLC
92 Aircraft MSN 29345 LLC
Jurisdiction
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Name of Subsidiary
93
Aircraft MSN 29375 LLC
94 Aircraft MSN 29916 LLC
95 Aircraft MSN 29917 LLC
96 Aircraft MSN 29918 LLC
97 Aircraft MSN 29919 LLC
98 Aircraft MSN 29920 LLC
Aircraft MSN 29927 LLC
99
Aircraft MSN 29930 LLC
100
Aircraft MSN 30877 LLC
101
102 Aircraft MSN 32907 LLC
Aircraft MSN 35082 LLC
103
104
Aircraft MSN 35083 LLC
105 Aircraft MSN 35233 LLC
106 Aircraft MSN 35235 LLC
107 Aircraft MSN 35236 LLC
108 Aircraft MSN 35237 LLC
109
Aircraft MSN 35256 LLC
110 Aircraft MSN 35299 LLC
Aircraft MSN 37664 LLC
111
Aircraft MSN 37655 LLC
112
Aircraft MSN 37666 LLC
113
Aircraft MSN 37667 LLC
114
115
Aircraft MSN 41522 LLC
116 Aircraft MSN 48445 LLC
117 Aircraft MSN 48778 LLC
118 Aircraft MSN 48779 LLC
119
120
121
122
123
124
125
126 Constellation Aircraft Leasing (France) SARL
127 Constitution Aircraft Leasing (Ireland) 3 Limited
128 Constitution Aircraft Leasing (Ireland) 4 Limited
129 Constitution Aircraft Leasing (Ireland) 5 Limited
130 Constitution Aircraft Leasing (Ireland) 6 Limited
131 Constitution Aircraft Leasing (Ireland) 7 Limited
132 Constitution Aircraft Leasing (Ireland) 8 Limited
133 Constitution Aircraft Leasing (Ireland) 9 Limited
134 Constitution Aircraft Leasing (Ireland) 1086 Limited
135 Constitution Aircraft Leasing (Ireland) 28386 Limited
136 Delphie Aircraft Leasing Limited
Dolphin Leasing (Ireland) Limited
137
138 Dunvegan Aircraft Leasing (Ireland) Limited
139 Emer Aircraft Leasing (Ireland) Limited
140 Endeavor Aircraft Leasing (Sweden) AB
141 Endeavor Aircraft Leasing (Sweden) 2 AB
Aircraft MSN 19000449 LLC
Aircraft MSN 19000458 LLC
Aircraft MSN 19000484 LLC
Aircraft MSN 19000575 LLC
Aircraft MSN 19000588 LLC
Anfield Funding Limited
Brisbane Aircraft Leasing (UK) Limited
Jurisdiction
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Bermuda
United Kingdom
France
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Bermuda
Ireland
Ireland
Ireland
Sweden
Sweden
Name of Subsidiary
Gold Coast Aircraft Leasing (France) Sarl
Marrow Aircraft Leasing (Ireland) Limited
Mohawk Aircraft Leasing Limited
Intrepid Aircraft Leasing (France) SARL
Java Aircraft Leasing (France) SARL
Jimin Aircraft Leasing Limited
Kale Aircraft Leasing (Ireland) Limited
Kelsterbach Aircraft Leasing (Ireland) Limited
Klaatu Aircraft Leasing (Ireland) Limited
Koala Aircraft Leasing (Ireland) Limited
142 Endeavor Aircraft Leasing (Sweden) 3 AB
143 Enterprise Aircraft Leasing (France) SARL
144
145 Grayston Aircraft Leasing Limited
146
147
148
149
150
151
152
153 Macleod Aircraft Leasing (Labuan) Limited
154 Macstay Aircraft Leasing Limited
155
156
157 Momo Aircraft Leasing Limited
Orchard Aviation (41521) Pte. Ltd.
158
Orchard Aviation (A330) Pte. Ltd.
159
Orchard Aviation 41522 (UK) Limited
160
Penguin Leasing (Ireland) Limited
161
162 Perdana Aircraft Leasing (Labuan) Limited
163 Really Useful Aircraft Leasing (Ireland) 1 Limited
164 Really Useful Aircraft Leasing (Ireland) 2 Limited
165 Really Useful Aircraft Leasing (Ireland) 3 Limited
166 Sulaco Aircraft Leasing (Ireland) Limited
167
168 Thunderbird 1 Leasing Limited
169 Thunderbird 2 Leasing Limited
170 Thunderbird 3 Leasing Limited
171 Thunderbird 4 Leasing Limited
172
173 Zebra Aircraft Leasing Limited
174 Zephyr Aircraft Leasing B.V.
Trojan Aircraft Leasing (France) SARL
Sumatra Aircraft Leasing (France) Sarl
Jurisdiction
Sweden
France
France
Cayman Islands
France
France
Bermuda
Ireland
Ireland
Ireland
Ireland
Labuan
Bermuda
Ireland
Bermuda
Bermuda
Singapore
Singapore
United Kingdom
Ireland
Labuan
Ireland
Ireland
Ireland
Ireland
France
Mauritius
Mauritius
Mauritius
Mauritius
France
Cayman Islands
The Netherlands
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-182242) of Aircastle Limited
and in the related Prospectus and the Registration Statement (Form S-8 No. 333-136385) pertaining to the Amended and
Restated Aircastle Limited 2005 Equity and Incentive Plan of Aircastle Limited of our reports dated February 25, 2014,
with respect to the consolidated financial statements of Aircastle Limited and the effectiveness of internal control over
financial reporting of Aircastle Limited, included in this Annual Report (Form 10-K) for the year ended December 31, 2013.
EXHIBIT 23.1
/s/ Ernst & Young LLP
New York, New York
February 25, 2014
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ron Wainshal, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Aircastle Limited;
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;
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;
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.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a.
b.
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
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.
Date: February 25, 2014
/s/ Ron Wainshal
Ron Wainshal
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Inglese, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Aircastle Limited;
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;
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;
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.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a.
b.
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
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.
Date: February 25, 2014
/s/ Michael Inglese
Michael Inglese
Chief Financial Officer
Exhibit 32.1
CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Aircastle Limited (the “Company”) for the fiscal year ended
December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Wainshal,
as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(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.
A signed original of this written statement required by section 906 has been provided to Aircastle Limited and will be
retained by Aircastle Limited and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ Ron Wainshal
Ron Wainshal
Chief Executive Officer
Date: February 25, 2014
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of Aircastle Limited (the “Company”) for the fiscal year ended
December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael
Inglese, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of
the Sarbanes-Oxley Act of 2002, that:
(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.
A signed original of this written statement required by section 906 has been provided to Aircastle Limited and will be
retained by Aircastle Limited and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ Michael Inglese
Michael Inglese
Chief Financial Officer
Date: February 25, 2014
Owned Aircraft Portfolio at December 31, 2013 is as follows:
Aircraft Group
Narrowbody Aircraft
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Exhibit 99.1
Financing
Securitization No. 2
Securitization No. 2
Securitization No. 1
Securitization No. 1
Securitization No. 1
Unencumbered
Sep-99
Nov-99
Jan-00
Oct-00
Dec-00
Feb-06
May-06
Unencumbered
Apr-97
Nov-97
Nov-97
Jun-98
Jan-99
Apr-99
Securitization No. 1
Securitization No. 1
Securitization No. 1
Unencumbered
Unencumbered
Securitization No. 1
May-99
Securitization No. 2
Jul-99
Aug-99
Sep-99
Aug-99
Sep-99
Oct-99
Oct-99
Nov-99
Dec-99
Oct-00
Nov-00
Jan-01
Sep-05
Oct-05
Apr-07
May-07
Mar-99
Apr-99
Apr-99
Securitization No. 2
Unencumbered
Securitization No. 2
Unencumbered
Unencumbered
Securitization No. 2
Unencumbered
Unencumbered
Unencumbered
Securitization No. 2
Securitization No. 2
Securitization No. 2
Securitization No. 2
Securitization No. 2
Bank Financing
Bank Financing
Unencumbered
Securitization No. 2
Securitization No. 2
May-99
Unencumbered
Feb-99
Mar-99
Oct-99
Oct-00
Feb-01
Dec-98
Jan-99
Apr-99
Jun-99
Jun-98
Securitization No. 2
Securitization No. 2
Securitization No. 2
Unencumbered
Securitization No. 2
Securitization No. 2
Securitization No. 2
Securitization No. 1
Securitization No. 1
Securitization No. 2
Mar-99
Securitization No. 1
A319-100 CFM56-5B6/2P
A319-100 CFM56-5B6/2P
A319-100 CFM56-5B6/2P
A319-100 CFM56-5B6/2P
A319-100 CFM56-5B6/2P
A319-100 V2524-A5
A319-100 V2527-A5
A320-200 V2527-A5
A320-200 V2527-A5
A320-200 V2527-A5
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 V2527-A5
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/3
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/2P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/2P
A320-200 V2527-A5
A320-200 V2527-A5
A320-200 CFM56-5B4/P
A320-200 CFM56-5B4/P
A321-200 V2533-A5
A321-200 CFM56-5B3/P
A321-200 CFM56-5B3/2P
A321-200 V2533-A5
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B22
737-700 CFM56-7B24
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
1086
1124
1160
1336
1388
2666
2780
667
739
743
828
925
967
990
1041
1047
1054
1059
1067
1081
1099
1101
1119
1316
1345
1370
2524
2564
3093
3121
983
1006
1012
1015
28008
28009
28010
28013
28015
29045
29046
29078
28056
28213
28220
Aircraft Group
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Narrowbody Aircraft (Continued)
Classic Narrowbody Aircraft
737-800 CFM56-7B27
737-800 CFM56-7B27
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B27
737-800 CFM56-7B24
737-800 CFM56-7B24
737-800 CFM56-7B24
737-800 CFM56-7B24
737-800 CFM56-7B26
737-800 CFM56-7B24
737-800 CFM56-7B24
737-800 CFM56-7B27
737-800 CFM56-7B27
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B26
737-800 CFM56-7B24
737-800 CFM56-7B24
737-800 CFM56-7B26/3
737-800 CFM56-7B26/3
E195 CF34-10E6
E195 CF34-10E6
E195 CF34-10E6
E195 CF34-10E7
E195 CF34-10E7
737-400 CFM56-3C1
737-400 CFM56-3C1
737-400 CFM56-3C1
737-400 CFM56-3C1
737-400 CFM56-3C1
737-400 CFM56-3C1
737-400 CFM56-3C1
757-200 RB211-535E4
28227
28231
28381
28383
28384
28386
28578
28620
28626
29036
29037
29246
29247
29250
29329
29345
29916
29917
29918
29919
29920
29927
29930
30296
30877
33453
34000
34801
34802
34803
34804
35082
35083
449
458
484
575
588
25147
27001
27003
27094
27826
28038
28867
27201
Jan-00
May-00
May-99
May-99
Nov-99
Nov-99
Aug-98
Financing
Securitization No. 1
Unencumbered
Securitization No. 1
Unencumbered
Securitization No. 1
Unencumbered
Unencumbered
May-00
Unencumbered
Jul-00
Dec-98
Jan-99
Apr-00
Apr-00
Mar-01
Mar-99
May-02
Mar-99
Jun-99
Jun-99
Unencumbered
Securitization No. 2
Securitization No. 2
Unencumbered
Unencumbered
Unencumbered
Securitization No. 2
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Aug-99
Unencumbered
Sep-99
Dec-00
Jan-01
Feb-05
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Mar-01
Unencumbered
Jul-05
Bank Financing
Aug-05
Bank Financing
Dec-06
Feb-07
Mar-07
Jun-07
Mar-08
Mar-08
Jul -11
Jul-11
Oct-11
Sep-12
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Dec-12
Unencumbered
May-91
Securitization No. 1
Jul-92
Jul-92
Feb-93
Feb-95
Securitization No. 1
Securitization No. 1
Securitization No. 1
Securitization No. 2
May-96
Securitization No. 2
Apr-97
Mar-94
Securitization No. 2
Securitization No. 2
Aircraft Group
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Classic Narrowbody Aircraft (Continued)
Midbody Aircraft
757-200 PW2037
757-200 RB211-535E4
757-200 RB211-535E4
757-200 PW2037
757-200 PW2037
757-200 RB211-535E4
757-200 RB211-535E4
757-200 RB211-535E4
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 PW4168A
A330-200 PW4168A
A330-200 CF6-80E1A3
A330-200 CF6-80E1A3
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-200 Trent 772B-60
A330-300 CF6-80E1
A330-300 PW4168A
A330-300 PW4168A
A330-300 PW4168A
A330-300 PW4168A
A330-300 PW4168A
A330-300 PW4168A
A330-300 Trent 772B-60
A330-300 Trent 772B-60
A330-300 PW4168A
767-200ER CF6-80C2B2
767-300ER PW4060-3
767-300ER PW4060-3
767-300ER PW4060-3
767-300ER PW4062-3
767-300ER PW4062-3
767-300ER PW4062-3
767-300ER PW4062-3
767-300ER PW4062-3
767-300ER PW4062-3
27203
27244
27245
27342
27681
27805
27806
27807
306
311
313
324
343
587
634
1073
1191
1210
1223
1236
1293
1364
1407
1474
86
171
337
342
368
370
375
997
1006
1055
24894
25365
25587
25985
26983
26985
26986
26987
26988
26992
Nov-94
Mar-94
Jul-94
Financing
Unencumbered
Securitization No. 2
Securitization No. 2
Aug-94
Unencumbered
Jul-95
Jan-95
Jan-95
Unencumbered
Unencumbered
Unencumbered
Feb-95
Unencumbered
Nov-99
Dec-99
Jan-00
Feb-00
Jun-00
Apr-04
Nov-04
Dec-09
Feb-11
Mar-11
Unencumbered
Unencumbered
Securitization No. 2
Unencumbered
Securitization No. 1
Unencumbered
Unencumbered
ECA Term Financing
ECA Term Financing
ECA Term Financing
May-11
ECA Term Financing
Jul-11
Apr-12
Dec-12
Apr-13
Dec-13
Jul-95
Apr-97
ECA Term Financing
ECA Term Financing
ECA Term Financing
Unencumbered
Unencumbered
Unencumbered
Securitization No. 2
May-00
Securitization No. 2
Jun-00
Nov-00
Dec-00
Jan-01
Mar-09
Apr-09
Oct-09
Nov-90
Oct-91
Feb-96
Apr-92
Jan-93
Apr-94
Sep-94
Dec-92
Jan-95
Jan-93
Securitization No. 2
Unencumbered
Securitization No. 1
Securitization No. 1
Unencumbered
Unencumbered
Unencumbered
Securitization No. 1
Securitization No. 1
Securitization No. 2
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Aircraft Group
Widebody Aircraft
Freighter Aircraft
Aircraft Type
Engine Type
777-200ER Trent 892B-17
777-300ER GE90-115B
777-300ER GE90-115B
777-300ER GE90-115B1
777-300ER GE90-115BL2
737-300QC CFM56-3B2
737-300QC CFM56-3B1
737-300QC CFM56-3B1
737-300QC CFM56-3B1
747-400BCF
PW4056-3
747-400BCF
PW4056-3
747-400BCF
PW4056-3
747-400BCF
PW4056-3
747-400BCF
PW4056-3
747-400BDSF
PW4056-1C
747-400BDSF
PW4056-1C
747-400BDSF
PW4056-3
747-400BDSF
PW4056-3
747-400BDSF CF6-80C2B1F
747-400F CF6-80C2B1F
747-400ERF CF6-80C2B5F
747-400ERF CF6-80C2B5F
747-400ERF CF6-80C2B5F
747-400ERF CF6-80C2B5F
MD-11SF PW4462-3
MD-11F CF6-80C2D1F
MD-11F CF6-80C2D1F
Manufacturer
Serial Number
28414
Date of
Manufacture
May-98
Financing
Securitization No. 2
35256
35299
41521
41522
23835
23836
23837
24283
24061
24066
24226
24975
27137
25700
25702
27044
27068
29375
33749
35233
35235
35236
35237
48445
48778
48779
Mar-07
Bank Financing
Oct-07
Oct-12
Bank Financing
Unencumbered
Mar-13
Unencumbered
Nov-87
Feb-88
Mar-88
Feb-89
Mar-89
Jun-90
Sep-90
Feb-91
Aug-93
May-93
Nov-93
Sep-94
Oct-93
Sep-99
Oct-04
Jan-07
Jul-07
Feb-08
Apr-08
Apr-91
Oct-97
Securitization No. 1
Securitization No. 1
Securitization No. 1
Securitization No. 1
Securitization No. 2
Unencumbered
Unencumbered
Securitization No. 2
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Securitization No. 2
Securitization No. 2
Unencumbered
Unencumbered
Securitization No. 2
Bank Financing
Nov-97
Bank Financing
CORPORATE INFORMATION
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
CORPORATE OFFICES
LEGAL COUNSEL
Peter V. Ueberroth 3
Chairman of the Board;
Chairman
Contrarian Group, Inc.
Ronald W. Allen 1
Director;
President and
Chief Executive Officer
Aaron’s Inc.
Giovanni Bisignani 3
Director
Douglas A. Hacker 1,2
Director
Rysuke Konto
Director
Ronald L. Merriman 1,2
Director
Agnes Mura 2,3
Director;
President
Agnes Mura, Inc.
Charles W. Pollard 2,3
Director
Gentaro Toya
Director
Ron Wainshal
Director;
Chief Executive Officer
Aircastle Limited
Ron Wainshal
Chief Executive Officer
Michael Inglese
Chief Financial Officer
Michael Kriedberg
Chief Commercial Officer
Joseph Schreiner
Executive Vice President, Technical
David Walton
Chief Operating Officer,
General Counsel and Secretary
1 Audit Committee
2 Compensation Committee
3 Nominating and Corporate
Governance Committee
c/o Aircastle Advisor LLC
300 First Stamford Place,
5th Floor
Stamford, CT 06902
203 504 1020
www.aircastle.com
TRANSFER AGENT
American Stock Transfer &
Trust Company
59 Maiden Lane
New York, NY 10038
800 937 5449
STOCK LISTING
NYSE: AYR
INDEPENDENT AUDITORS
Ernst & Young LLP
Five Times Square
New York, NY 10036
Skadden, Arps, Slate,
Meagher & Flom LLP
Four Times Square
New York, NY 10036
212 735 3000
INVESTOR RELATIONS
CONTACTS
Frank Constantinople
Senior Vice President
Aircastle Advisor LLC
300 First Stamford Place,
5th Floor
Stamford, CT 06902
203 504 1063
ir@aircastle.com
The IGB Group
45 Broadway,
Suite 1150
New York, NY 10006
212 477 8438
NOTICE OF ANNUAL
MEETING
May 22, 2014, 10:00 a.m. EDT
Hilton Stamford Hotel
One First Stamford Place
Stamford, CT 06902
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain items in this Annual Report on Form 10-K (this “report”), and other information we provide from time to time, may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to acquire,
sell, lease or finance aircraft, raise capital, pay dividends, and increase revenues, earnings, EBITDA, Adjusted EBITDA and Adjusted Net Income and the global
aviation industry and aircraft leasing sector. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,”
“should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements
are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from
those described in the forward-looking statements; Aircastle can give no assurance that its expectations will be attained. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this report. Factors that could have a material adverse effect on our operations and future
prospects or that could cause actual results to differ materially from Aircastle expectations include, but are not limited to, capital markets disruption or volatility
which could adversely affect our continued ability to obtain additional capital to finance new investments or our working capital needs; government fiscal or tax
policies, general economic and business conditions or other factors affecting demand for aircraft or aircraft values and lease rates; our continued ability to obtain
favorable tax treatment in Bermuda, Ireland and other jurisdictions; our ability to pay dividends; high or volatile fuel prices, lack of access to capital, reduced load
factors and/or reduced yields, operational disruptions caused by political unrest and other factors affecting the creditworthiness of our airline customers and their
ability to continue to perform their obligations under our leases and other risks detailed from time to time in Aircastle’s filings with the Securities and Exchange
Commission (“SEC”), including as described in Item 1A. “Risk Factors” and elsewhere in this report. In addition, new risks and uncertainties emerge from time
to time, and it is not possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any
forward-looking statements. Such forward-looking statements speak only as of the date of this report. Aircastle expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in
events, conditions or circumstances on which any statement is based.
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AIRCASTLE LIMITED : C/O AIRCASTLE ADVISOR LLC
300 First Stamford Place, 5th Floor, Stamford, CT 06902
203-504-1020 : www.aircastle.com