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, 2019
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.)
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford
Connecticut
06901
(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
Common Shares, par value $0.01 per share
Trading Symbol
AYR
Name of Each Exchange on Which Registered
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 ☑ No ☐
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 ☐ No ☑
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 ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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
☑
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the Registrant’s Common Shares based upon the closing price on the New York Stock Exchange on June 30, 2019 (the last business day of registrant’s most recently completed
second fiscal quarter), beneficially owned by non-affiliates of the Registrant was approximately $1.10 billion. 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.
As of February 10, 2020, there were 75,109,023 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
Portions of the Proxy Statement for Aircastle Limited for its 2020 Annual General Meeting of Shareholders
are incorporated by reference into Part III of this Annual Report on Form 10-K, provided that if such Proxy
Statement is not filed with the U.S. Securities and Exchange Commission within 120 days after the end of
the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed no later than the
end of such 120-day period.
Parts of Form 10-K into Which Portion
Of Documents Are Incorporated
Part III
(Items 10, 11, 12, 13 and 14)
TABLE OF CONTENTS
PART I
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
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
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
Item 16.
Form 10-K Summary
SIGNATURES
1
10
31
32
32
32
34
36
39
59
61
61
61
63
63
63
63
64
64
64
E - 4
S - 1
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
All statements included or incorporated by reference in this Annual Report on Form 10-K (this “Annual Report”), other than characterizations of
historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act
of 1995. Examples of forward-looking statements include, but are 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 our historical performance and that of our subsidiaries and on our current plans, estimates and expectations
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 such forward-looking
statements which are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date
of this Annual Report. These risks or uncertainties include, but are not limited to, those described from time to time in Aircastle’s filings with the
Securities and Exchange Commission (“SEC”), including as described in Item 1A, 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 Annual
Report. Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or
circumstances.
WEBSITE AND ACCESS TO COMPANY’S REPORTS
The Company’s Internet website can be found at www.aircastle.com. Our annual reports on Form 10-K, quarterly reports on Form 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 — Financial Information — 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, 201 Tresser Boulevard, Suite 400,
Stamford, Connecticut 06901.
The information on the Company’s website is not part of, or incorporated by reference, into this Annual Report, or any other report we file with,
or furnish to, the SEC.
PART I
INTRODUCTION
On November 6, 2019, Aircastle Limited announced that it had entered into a definitive agreement to be acquired by a newly-formed entity
controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited (“Mizuho Leasing”). Unless stated otherwise,
all forward-looking information contained in this report does not take into account or give any effect to the impact of the Merger (as defined herein).
For additional details regarding the Merger, see “Item 1. Business” in Part I of this report, “Risk Factors” contained in Part I, Item 1A of this report,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of this report, and Note 1 to
the Company’s consolidated financial statements, contained in Part IV of this report.
ITEM 1. BUSINESS
Unless the context suggests otherwise, references in this Annual Report to “Aircastle,” the “Company,” “we,” “us,” or “our” refer to Aircastle
Limited and its subsidiaries. References in this Annual Report to “Aircastle Bermuda” refer to Aircastle Holding Corporation Limited and its
subsidiaries. Throughout this Annual 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 Annual Report are expressed in U.S. dollars and the financial statements have been prepared
in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Aircastle acquires, leases, and sells commercial jet aircraft to airlines throughout the world. As of December 31, 2019, we owned and managed
on behalf of our joint venture 287 aircraft leased to 85 lessees located in 49 countries. Our aircraft are managed by an experienced team based in the
United States, Ireland and Singapore. Our aircraft are subject to net leases whereby the lessee is generally responsible for maintaining the aircraft and
paying operational, maintenance and insurance costs. In many cases, however, we are obligated to pay a portion of specified maintenance or
modification costs. As of December 31, 2019, the net book value of our flight equipment (including flight equipment held for lease and net investment
in direct financing and sales-type leases, or “net book value”) was $7.79 billion compared to $7.40 billion at the end of 2018. Our revenues and net
income for the year ended December 31, 2019 were $917.9 million and $156.6 million, respectively, and for the fourth quarter of 2019 were $243.7
million and $47.3 million, respectively.
Growth in commercial air traffic is broadly correlated with world economic activity. In recent years, commercial air traffic growth has expanded
at a rate 1.5 to 2 times that of global GDP growth. The expansion of air travel has driven a rise in the world aircraft fleet. There are currently
approximately 22,000 commercial mainline passenger and freighter aircraft in operation worldwide. This fleet is expected to continue expanding at a
three to four percent average annual rate over the next twenty years. Aircraft leasing companies own approximately 45% of the world’s commercial jet
aircraft.
2019 showed sustained growth in air traffic. According to the International Air Transport Association, during 2019, global passenger traffic
increased 4.2% compared to the same period in 2018. Demand for air travel varies by region. Emerging market economies have generally been
experiencing greater increases in air traffic, driven by rising levels of per capita income leading to an increased propensity to fly. Mature markets, such
as North America and Western Europe, have been growing more slowly in tandem with their economies. Air traffic growth is also being driven by the
proliferation of low cost carriers, which have stimulated demand through lower prices. The outlook for airlines operating in areas with political
instability or weakening economies is more uncertain. On balance, we believe air travel will increase over time and, as a result, we expect demand for
modern aircraft will continue to remain strong over the long-term.
Notwithstanding the sector’s long-term growth, the aviation market is subject to economic variability due to changes in macroeconomic
variables, such as interest rates, fuel price levels and foreign exchange rates. The aviation industry is also susceptible to external shocks, such as
regional conflicts, epidemics and terrorist events. Mitigating this risk is the portability of the assets, allowing aircraft to be redeployed to locations
where there is demand.
Fuel prices and interest rates have had a substantial effect on our industry. After dropping to a low of $36 per barrel in December 2015, the price
of fuel averaged $61 per barrel during 2019. The prolonged low interest rate environment and the strong overall performance of the aircraft financing
sector attracted significant new capital, increasing competition for new investments and putting pressure on margins and returns. Interest rates have
risen in the U.S., though current Federal Reserve guidance suggesting rate hikes in the Federal Funds rate are unlikely in the near term.
1
Capital availability for aircraft has varied over time, and we consider this variability to be a basic characteristic of our industry. If pursued
properly, this variability represents an important investment opportunity. Strong U.S. debt capital market conditions benefit borrowers by permitting
access to financing at historic lows. Commercial bank debt also continues to play a critical role for aircraft finance. Export credit agency availability,
however, has been curtailed in recent years due to political issues, both in the U.S. and in Europe. While financial market conditions remain attractive,
geopolitical issues may increase capital costs and limit availability going forward.
We believe capital market developments should generate attractive additional investment and trading opportunities from which we can benefit
given our access to different financing sources, our limited capital commitments and our reputation as a reliable trading partner. Our investment grade
credit ratings from Moody’s, Standard & Poor’s and Fitch have allowed us to reduce our borrowing costs for our two most recent bond deals and will
enable us to more reliably access debt capital throughout the business cycle.
Our business approach is differentiated from those of other large leasing companies. Our investment strategy is to seek out the best risk-adjusted
return opportunities across the commercial jet market, so the volume and types of assets we buy will vary over time with market conditions. We plan
to grow our business and profits over the long-term while maintaining a conservative, flexible capital structure. We prefer to have capital resources
available to capture investment opportunities that arise in the context of changing market circumstances. As such, we limit large, long-term capital
commitments and are less reliant on orders for new aircraft from aircraft manufacturers as a source of new investments than many of our competitors.
On November 5, 2019, Aircastle entered into an Agreement and Plan of Merger (the “Merger Agreement”), with MM Air Limited, a Bermuda
exempted company (“Parent”), and MM Air Merger Sub Limited, a Bermuda exempted company and wholly owned subsidiary of Parent (“Merger
Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with Aircastle surviving as a wholly owned
subsidiary of Parent (the “Merger”). Parent and Merger Sub are newly-formed entities controlled by affiliates of Marubeni and Mizuho Leasing.
Pursuant to the Merger Agreement, subject to certain conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each
issued and outstanding common share, par value $0.01 per share, of the Company (the “Common Shares”) (other than (i) shares to be canceled or
converted into shares of the surviving company pursuant to the Merger Agreement and (ii) restricted shares to be canceled and exchanged pursuant to
the Merger Agreement), shall be converted into the right to receive $32.00 in cash, without interest (the “Merger Consideration”).
Consummation of the Merger is subject to the satisfaction of certain remaining customary closing conditions, including, without limitation, (i)
approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority of the votes cast by holders of
outstanding Common Shares at a meeting of the Company’s shareholders; (ii) the receipt of any applicable pre-clearance or similar approval of certain
remaining specified jurisdictions (i.e., Chile, Mexico and Morocco), and all required regulatory approvals being in full force and effect; (iii) the
absence of any law, judgment or other legal restraint that prevents, makes illegal or prohibits the consummation of the Merger and the other
transactions contemplated by the Merger Agreement; (iv) the accuracy of each party’s representations and warranties (subject to certain
qualifications); (v) each party’s performance in all material respects of its obligations contained in the Merger Agreement; and (vi) the absence of a
material adverse effect on the Company since the date of the Merger Agreement.
The Merger Agreement includes customary representations, warranties and covenants of Aircastle, Parent, and Merger Sub. Among other things,
Aircastle has agreed to customary covenants regarding the operation of the business of Aircastle and its subsidiaries prior to the closing. Aircastle is
permitted to pay regular quarterly dividends up to $0.32 per common share pursuant to the Merger Agreement. The Company currently anticipates
that the Merger will close in the first half of calendar year 2020, subject to the satisfaction of the remaining customary closing conditions.
Competitive Strengths
We believe that the following competitive strengths will allow us to capitalize on future growth opportunities in the global aviation industry:
• Diversified portfolio of modern aircraft. We have a portfolio of modern aircraft that is diversified with respect to lessees, geographic
markets, lease maturities and aircraft types. As of December 31, 2019, our owned and managed aircraft portfolio consisted of 287 aircraft,
comprised of a variety of aircraft types leased to 85 lessees located in 49 countries. Lease expirations for our owned aircraft are well
dispersed, with a weighted-average remaining lease term of 4.8 years. This provides the company with a long-dated base of contracted
revenues.
2
•
•
•
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.
Flexible, disciplined acquisition approach and broad investment sourcing network. Since our formation, we have acquired 519 aircraft
for $17.27 billion. Our investment strategy is to seek out the best risk-adjusted return opportunities across the commercial jet market, so our
acquisition targets vary with market opportunities. We source our acquisitions through well-established relationships with airlines, other
aircraft lessors, manufacturers, financial institutions and other aircraft owners. Since our formation in 2004, we built our aircraft portfolio
through more than 168 transactions with 94 counterparties.
Significant experience in successfully selling aircraft throughout their life cycle. Our team is adept at managing and executing the sale of
aircraft. Since our formation, we have sold 241 aircraft for $5.78 billion. These sales produced net gains of $368.4 million and involved a
wide range of aircraft types and buyers. Of these aircraft, 162, or 67%, were over fourteen years old at the time of sale; many of these being
sold on a part-out disposition basis, where the airframe and engines may be sold to various buyers. We believe our competence in selling
older aircraft is one of the capabilities that sets us apart from many of our competitors.
Strong capital raising track record and access to a wide range of financing sources. Aircastle is a publicly listed company, and our shares
have traded on the New York Stock Exchange (“NYSE”) since 2006. Since our inception in late 2004, we raised $1.69 billion in equity
capital from private and public investors. Our largest shareholder is Marubeni, with whom we maintain a strong, strategic relationship. We
also obtained $16.90 billion in debt capital from a variety of sources including the unsecured bond market, commercial banks, export credit
agency-backed debt, and the aircraft securitization market. The diversity and global nature of our financing sources demonstrates our ability
to adapt to changing market conditions and seize new opportunities.
• Our capital structure provides investment flexibility. We have $950.0 million available from unsecured revolving credit facilities that
expire in 2021 and 2022, thereby limiting our near-term financial markets exposure. Given our relatively limited future capital
commitments, we have the resources to take advantage of future investment opportunities. Our large unencumbered asset base and our
unsecured revolving lines of credit give us access to the unsecured bond market, allowing us to pursue a flexible and opportunistic
investment strategy.
Experienced management team with significant expertise. Each member of our management team has more than twenty years of industry
experience and we have expertise in the acquisition, leasing, financing, technical management, restructuring/repossession and sale of
aviation assets. This experience spans several industry cycles and a wide range of business conditions and is global in nature. We believe
our management team is highly qualified to manage and grow our aircraft portfolio and to address our long-term capital needs.
•
• 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 current facilities, systems and personnel are capable of supporting an increase in our revenue base and asset base without a
proportional increase in overhead costs.
Business Strategy
Aircraft owners have benefited from the low interest rate environment in recent years. Particularly strong conditions in the debt capital markets
have provided select borrowers, including Aircastle, access to attractively priced, flexible financing. This provides us a competitive advantage over
many airlines and lessors. Geopolitical and macroeconomic events may increase the cost of capital and limit its availability in the future. Market
dislocations may also, however, provide attractive investment opportunities for Aircastle.
We plan to grow our business and profits over the long-term while limiting long-dated capital commitments and maintaining a conservative and
flexible capital structure. Our business strategy entails the following elements:
•
Pursuing a disciplined and differentiated investment strategy. In our view, the relative values of different aircraft change over time. We
continually evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices as
market conditions and relative investment values change. We believe our team’s experience with a wide range of asset types and the
financing flexibility offered through unsecured debt provides us with a competitive advantage. We view orders from equipment
manufacturers to be part of our investment opportunity set, but choose to keep our long term capital commitments limited.
3
• Originating investments from many different sources across the globe. Our strategy is to seek out worthwhile investments by leveraging
our team’s wide range of contacts. We utilize a multi-channel approach to sourcing acquisitions and have purchased aircraft from a large
number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners. Since our formation in 2004, we have
acquired aircraft from 94 different sellers.
Selling assets when attractive opportunities arise. We sell assets with the aim of realizing profits and reinvesting proceeds. We also use
asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to
certain aircraft types. Since our formation, we have sold aircraft to 73 buyers.
•
•
• Maintaining efficient access to capital from a wide set of sources and leveraging our recent investment grade credit rating. We believe
the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and
to emphasize asset sales when prices are high. To implement this approach, we believe it is important to maintain access to a wide variety
of financing sources. During 2018, we improved our corporate credit ratings to an investment grade level by maintaining strong portfolio
and capital structure metrics while achieving a critical size through accretive growth. We believe our investment grade rating not only
reduces our borrowing costs, but also facilitates more reliable access to both unsecured and secured debt capital throughout the business
cycle.
Leveraging our strategic relationships. We intend to capture the benefits provided through the extensive global contacts and relationships
maintained by Marubeni, which is our largest shareholder and is one of the largest Japanese trading companies. Marubeni has enabled
greater access to Japanese-based financing and helped source and develop our joint venture with Mizuho Leasing. See also description of
Merger above.
Capturing the value of our efficient operating platform and strong operating track record. We believe our team’s capabilities in the
global aircraft leasing market places us in a favorable position to source and manage new income-generating activities. We intend to
continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as
ventures with strategic business partners.
Intending to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels. Aircastle has paid
dividends each quarter since our initial public offering in 2006. On October 28, 2019, our Board of Directors declared a regular quarterly
dividend of $0.32 per common share, or an aggregate of $23.9 million for the three months ended December 31, 2019, which was paid on
December 13, 2019 to holders of record on November 29, 2019. These dividend amounts may not be indicative of any future dividends.
Our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors” and
elsewhere in this Annual Report.
•
•
Declaration Date
Dividend
per Common
Share
Aggregate
Dividend
Amount
October 28, 2019
August 2, 2019
April 30, 2019
February 8, 2019
October 30, 2018
August 3, 2018
May 1, 2018
February 2, 2018
October 31, 2017
August 4, 2017
May 2, 2017
February 9, 2017
$
$
$
$
$
$
$
$
$
$
$
$
0.32
0.30
0.30
0.30
0.30
0.28
0.28
0.28
0.28
0.26
0.26
0.26
$
$
$
$
$
$
$
$
$
$
$
$
23,884
22,390
22,536
22,518
22,867
21,870
21,908
22,085
22,039
20,464
20,482
20,466
Record Date
Payment Date
November 29, 2019
December 13, 2019
August 30, 2019
May 31, 2019
February 28, 2019
September 16, 2019
June 14, 2019
March 15, 2019
November 30, 2018
December 14, 2018
August 31, 2018
May 31, 2018
February 28, 2018
September 14, 2018
June 15, 2018
March 15, 2018
November 30, 2017
December 15, 2017
August 31, 2017
May 31, 2017
February 28, 2017
September 15, 2017
June 15, 2017
March 15, 2017
We 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. There can be no assurance, however, 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.
4
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 globally through multiple channels provides for a broad and relatively consistent
set of opportunities.
Our objective is to develop and maintain a diverse operating lease portfolio. We review our operating lease portfolio to sell aircraft
opportunistically, to manage our portfolio diversification and to exit from aircraft investments when we believe selling will achieve better expected
risk-adjusted cash flows 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 acquisition 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, risk management, finance 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. We believe that utilizing a cross-functional team of experts to consider investment parameters helps us assess more
completely the overall risk and return profile of potential acquisitions and helps us move forward expeditiously on letters of intent and acquisition
documentation.
Finance
We believe that cash on hand, payments received from lessees and other funds generated from operations, unsecured borrowings, borrowings
from our revolving credit facilities, secured borrowings for aircraft, and other borrowings and proceeds from future aircraft sales will be sufficient to
satisfy our liquidity and capital resource needs over the next twelve months. We may choose to 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.
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 “ — Unsecured Debt Financings” under Item 7.
Segments
The Company manages, analyzes and reports on its business and results of operations on the basis of one operating segment: leasing, financing,
selling and managing commercial flight equipment. Our chief executive officer is the chief operating decision maker.
Aircraft Leases
Our aircraft are net leases whereby we retain the benefit, and bear the risk, of re-leasing and of the residual value of the aircraft at the end of the
lease. Leasing can be an attractive alternative to ownership for an airline because leasing increases an airline’s fleet flexibility, requires lower capital
commitments, and significantly reduces aircraft residual value risks for the airline. Typically, the lessee agrees to lease an aircraft for a fixed term,
although certain of our 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, 2019, our two largest customers, IndiGo and Lion Air, accounted
for 9% and 6%, respectively.
5
The scheduled maturities of our aircraft leases by aircraft type grouping currently are as follows, taking into account sales, sale agreements,
lease placements and renewal commitments as of February 10, 2020:
A319/A320/A320neo/A321
A330-200/300
737-700/800/900ER
2020
9
2
1
777-300ER
E195
Freighters
Total
______________
2021
13
2022
16
2023
21
2024
40
2025
22
2026
10
2027
10
2028
2029
2030
3 — — —
2031
1 — —
2
4
18
17
12
— — — — —
3
5
2
1
5
2
4
5
1
2
1
3
1
5 — —
1 — — — —
— — —
— — —
3
1
2 — — — — — — —
2 — — —
1 — — —
12
18
34
42
58
32
18
20
7
6
3
1
Off-
Lease(1)
Sold or Sale
Agreement
—
—
1
—
—
—
1
21
—
5
—
—
—
26
Total
165
19
80
5
5
4
278
(1) Consisted of one Boeing 737-800 aircraft which we are marketing for lease or sale.
2020 Lease Expirations and Lease Placements
We began 2020 with 32 aircraft having scheduled lease expirations in 2020 and three off-lease aircraft. As of February 10, 2020, we have
agreements to lease or extend thirteen of these aircraft and to sell nine others. Of the remaining thirteen aircraft, which account for 3.9% of our net
book value at December 31, 2019, we expect that six aircraft will be sold at lease end, with the remaining seven aircraft still to be placed.
2021-2024 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 2021-2024, representing the percentage of our net book value at December 31, 2019, specified below:
• 2021: 18 aircraft, representing 5%;
• 2022: 34 aircraft, representing 10%;
• 2023: 42 aircraft, representing 12%; and
• 2024: 58 aircraft, representing 21%.
Lease Payments and Security. Each of our leases requires the lessee to pay periodic rentals during the lease term. As of December 31, 2019,
rentals on more than 93% of our leases, 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. Virtually all lease rentals are payable monthly in advance, and all lease rentals
are payable in U.S. dollars.
Under our leases, the lessee must pay operating expenses payable or accrued during the term of the lease, which normally include maintenance,
overhaul, fuel, crew, landing, airport and navigation charges, certain taxes, licenses, consents and approvals, aircraft registration and insurance
premiums. Typically, 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
either made monthly in arrears or at the end of the lease term. Our determination of whether to permit a lessee to make a single maintenance payment
at the end of the lease term, or to require 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 following completion of the relevant work. If a lease
requires an end of lease maintenance payment, the lessee would typically be required to pay us for its utilization of the aircraft during the lease. In
some cases, however, we may owe a net payment to the lessee in the event heavy maintenance is performed 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,
6
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.
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.
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 a 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 due diligence on lessees when aircraft are 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 deployment, sale or part-out, 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 may 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
We believe investment opportunities may arise in related areas such as financing secured by commercial jet aircraft as well as jet engine and
spare parts leasing, trading 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 source and service investments for our joint venture and provide marketing, asset management and administrative services to it. We are paid
market based fees for these services, which are recorded in Other revenue in our Consolidated Statements of Income.
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.
Competition
The aircraft leasing and trading industry is highly competitive with a significant number of active participants. We face competition for the
acquisition of aircraft, for the placement of aircraft and for the sale of aircraft which we may wish to divest.
7
Competition for aircraft acquisitions comes from many sources, ranging from large established aircraft leasing companies to smaller players and
new entrants. Competition has increased across most asset types and has drawn many new investors to our business.
Larger lessors are generally more focused on acquiring new aircraft via direct orders with the original equipment manufacturers and through
purchase and lease-back transactions with airlines. These larger lessors include AerCap Holdings, GE Capital Aviation Services, Air Lease
Corporation, SMBC Aviation Capital, BOC Aviation, Avolon Holdings, Aviation Capital Group and Dubai Aerospace Enterprise. In addition, several
major Chinese financial institutions’ leasing subsidiaries are aggressively pursuing business, including Industrial and Commercial Bank of China
(“ICBC”) and China Development Bank (“CDB”). In October 2019, Accipter and MCAP merged to create AMCK Aviation. In November 2019, DVB
sold its aviation finance activities to MUFG Bank Ltd. In December 2019, GE Capital sold its PK AirFinance subsidiary to Apollo Global
Management and Athene Holding. Tokyo Century Corporation, part of the Mizuho Group, acquired the remaining 80% interest in Aviation Capital
Group it did not own in December 2019.
Competition for mid-aged and older aircraft typically comes from other competitors that, in many cases, rely on private equity or hedge fund
capital sources. Such competitors include Carlyle Aviation Partners, Castlelake, Alterna Capital Partners and other players funded by alternative
investment funds and companies. These companies are typically fund-based, rather than having permanent capital structures, and have benefited from
the substantially improved availability of debt financing for mid-aged aircraft.
Competition for leasing or re-leasing of aircraft, as well as aircraft sales, is based principally upon the availability, type and condition of aircraft,
user base, lease rates, prices and other lease terms. Aircraft manufacturers, leasing companies, airlines and other operators, distributors, equipment
managers, 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 and may have a lower cost of capital. A number also commit to
speculative orders of new aircraft to be placed on operating lease upon delivery from the manufacturer, which compete 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 of our team of experienced professionals, extensive market contacts and expertise in sourcing and acquiring aircraft. We also believe our
access to unsecured debt provides us with a competitive advantage in pursuing investments quickly and reliably and in acquiring aircraft in situations
where it may be more difficult to finance on a secured, non-recourse basis.
Employees
As of December 31, 2019, we had 111 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 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.
8
We believe 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 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. In general, we are not directly subject to most air transportation 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 where they operate. Such laws govern, among other things, the registration, operation, security, and maintenance of our aircraft, as well as
environmental and financial oversight regulation of their operations.
Our customers may also be subject to noise or emissions regulations in the jurisdictions in which they operate our aircraft. European countries,
in particular, have strict environmental regulations, and, in 2008 the European Union (“E.U.”) introduced the European Emissions Trading Scheme
(“EU ETS”), which was extended to include carbon dioxide (“CO2”) emissions from aviation in 2012. As a “cap and trade” mechanism, the
legislation imposes the requirements of monitoring, reporting and verifying emissions on airlines, and caps CO2 emissions for each year at a level
determined by the legislation. Under the scheme, an airline is only permitted to release as many CO2 emissions as the ‘carbon credits’ allocated it,
with the total number of credits allocated to all airlines being equal to the cap. An airline may increase its allocation by purchasing credits from
another airline. However, in 2014, the E.U. limited the application of the EU ETS to flights within the European Economic Area (“EEA”) and
deferred any further application until 2024, pending a review of a new initiative by International Civil Aviation Organization (“ICAO”) put in place in
2016.
In October 2016, ICAO adopted a global market-based measure to control CO2 emissions from international aviation. This measure is the
“Carbon Offsetting and Reduction Scheme” for International Aviation (“CORSIA”) with the aim of achieving carbon-neutral growth from 2020
onwards. The CORSIA pilot phase (2021-2023) and the CORSIA first phase (2024-2026) will apply only to routes between countries that have each
volunteered to participate in the scheme. All airlines that operate routes between two volunteering countries will be subject to the offsetting
requirements, which means that any such airline must buy an emissions credit that has been verified as having reduced emissions elsewhere to offset
the emissions that that airline would otherwise not have caused. The requirement to offset emissions will be divided among airlines in proportion to
their total CO2 emissions (but not the growth of emissions of the company), which is referred to as the “sectoral” approach to emissions. From 2030
onwards, this sectoral approach will transition to an approach instead based on each airline’s individual rate of growth. From 2030-2032, 20% of
offsets will be calculated according to this “individual” approach, and the remaining 80% calculated by the “sectoral” approach. In 2033-2035, 70% of
the offset requirements will be based on the “individual” approach.
In July 2016, the U.S. Environmental Protection Agency (“EPA”) determined that Greenhouse Gas (“GHG”) emissions from certain aircraft
engines contribute to climate change and endangers the public’s health and the environment. The findings are for CO2, methane, nitrous oxide,
hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride. At that time, the EPA indicated its intention to promulgate new rules to adopt GHG
standards promulgated by the ICAO. However, in June 2017, the United States indicated that it is reviewing whether it will remain fully committed to
the ICAO rules, including CORSIA. No firm date for conclusion of this review has been announced.
Other environmental regulations to which our customers may be subject to include those relating to discharges to surface and subsurface waters,
management of hazardous substances, oils, and waste materials, and other regulations affecting their aircraft operations.
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, 2019 through the date of this filing, the date on which the consolidated financial statements included in this Form 10-K
were issued.
9
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Annual Report, you should carefully consider the following factors, which could materially
adversely affect our business, financial condition, results of operations or ability to pay dividends in future periods or to meet our debt obligations.
The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition, results of operations or ability to pay dividends in future periods.
Risks Related to Our Business
Risks Related to Our Operations
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;
availability of financing and other circumstances affecting airline liquidity, including covenants in financings, terms imposed by credit card
issuers, collateral posting requirements contained in hedging contracts and the ability of airlines to make or refinance principal payments as
they come due;
operating costs, including the price and availability of jet fuel, labor costs and insurance costs and coverages;
restrictions in labor contracts and labor difficulties, including pilot shortages;
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;
aircraft accidents;
the continuing availability of government support, whether through subsidies, loans, guarantees, equity investments or otherwise;
changing political conditions, including risk of rising protectionism, restrictions on immigration or imposition of new trade barriers;
geopolitical and other events, including war, acts or threats of terrorism, outbreaks of epidemic diseases and natural disasters;
impact of climate change and emissions on demand for air travel;
cyber risk, including information hacking, viruses and malware; and
governmental regulation of, or affecting the air transportation business, including noise regulations, emissions regulations, climate change
initiatives, and aircraft age limitations.
These factors, and others, may lead to defaults by our customers, or may delay or prevent aircraft deliveries or transitions, result in payment
restructurings or other lease term restructurings, and may increase our costs from repossessions and reduce our revenues due to downtime or lower re-
lease rates.
Volatile financial market conditions may adversely impact our liquidity, our access to capital and our cost of capital and may adversely impact the
airline industry and the financial condition of our lessees.
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, political changes in the U.S. and abroad, rising interest rates, currency fluctuations, the rate of international economic growth
and implications from changes in oil prices. 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
10
adversely affected. Additionally, such inability to obtain capital on satisfactory terms, or at all, could prevent us from pursuing attractive future growth
opportunities.
We bear the risk of re-leasing and selling our aircraft.
We bear the risk of re-leasing or selling or otherwise disposing of our aircraft in order to continue to generate income. In certain cases we
commit to purchase aircraft that are not subject to lease and therefore are subject to lease placement risk. 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 that we may have to
record impairment charges as only a portion of an aircraft’s value is covered by contractual cash flows from leases. 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 fully realize our investment in our aircraft and that may increase the likelihood of impairment charges
include credit deterioration of a lessee, declines in rental rates, residual value risk, higher fuel prices which may reduce demand for older, less fuel
efficient aircraft, additional environmental regulations, age restrictions, customer preferences and other factors that may effectively shorten the useful
life of older aircraft.
We own and lease long-lived assets and have written down the value of some of our assets. If market conditions worsen, or in the event of a
customer default, we may be required to record further write-downs.
We test our assets for recoverability 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 fleet-wide recoverability assessment annually. 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 from information received from third party sources.
If anticipated aircraft lease cash flows or sales values worsen due to a decline in market conditions, or if a lessee defaults, we may have to
reassess the carrying value of one or more of our aircraft. As aircraft approach the end of their economic lives, their carrying values may be more
susceptible to non-recoverable declines in value because such assets will have a shorter opportunity in which to benefit from a market recovery. We
monitor our fleet for aircraft that are more susceptible to failing our recoverability assessments within one year due to their sensitivity to changes in
contractual cash flows, future cash flow estimates and aircraft residual or scrap values. As of December 31, 2019, no aircraft were on our monitoring
list.
Our ability to obtain debt financing and our cost of debt financing is, in part, dependent upon our credit ratings and a credit downgrade or being
put on negative watch could adversely impact our financial results.
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 or being put on negative watch may make it more difficult or costly for
us to raise debt financing in the unsecured bond market, or may result in higher pricing or less favorable terms under other financings. Credit rating
downgrades or being put on negative watch may make it more difficult and/or more costly to satisfy our funding requirements. In addition, any future
tightening or regulation of financial institutions, including increasing capital reserves, could impact our ability to raise funds in the commercial bank
loan market in the future.
An increase in our borrowing costs may adversely affect our earnings and cash available for distribution to our shareholders.
Some of 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.
11
The Company seeks to retain a pipeline of senior management personnel with superior talent to provide continuity of succession, including for the
Chief Executive Officer position and other senior positions. In addition, our Board of Directors is involved in succession planning, including review of
short- and long-term succession plans for the Chief Executive Officer and other senior positions. Our future success depends, to a significant extent,
upon the continued service of our senior management personnel, including the Chief Executive Officer and his potential successors, and if we lose one
or more of these individuals, our business 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 28, 2019, our Board of Directors declared a regular quarterly dividend of $0.32 per common share, or an aggregate of $23.9 million,
which was paid on December 13, 2019 to holders of record on November 29, 2019. 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 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; and general business conditions and other factors that our Board of Directors deems relevant. Additionally, the Merger
Agreement permits the Company to declare and pay a regular quarterly dividend of up to $0.32 per common share. Some of these factors are beyond
our control. In the future, we may choose to not 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 and our ability to compete with our competitors.
As of December 31, 2019, our total indebtedness was $5.06 billion, representing approximately 71.1% of our total capitalization. Aircastle
Limited is either the principal obligor or 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 and compete with our competitors.
Our indebtedness subjects us to certain risks, including:
•
•
•
14.7% of our net book value serves 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;
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.
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.
•
Senior Notes. Our senior notes indentures impose operating and financial restrictions on our activities. These restrictions limit our ability to,
or in certain cases prohibit us from, incurring or guaranteeing additional
12
•
indebtedness, refinancing our existing indebtedness, paying dividends, repurchasing our common shares, making other restricted payments,
making certain investments or entering into joint ventures and a cross-default to certain other financings of the Company.
Bank Financings. Our secured bank financings contain, among other customary provisions, a $500 million minimum net worth covenant, a
cross-default to certain other financings of the Company, and for one portfolio financing, a minimum debt service coverage ratio of 1.15.
• Unsecured Revolving Credit Facilities and Loan. Our unsecured revolving credit facilities/loan contain $750 million minimum net worth
covenants, minimum unencumbered asset ratios, minimum interest coverage ratios and cross-defaults to certain other financings of the
Company.
ECA Financings. Our ECA 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 certain other financings of the Company.
•
The terms of our financings also 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 and Treasury, as well as 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.
We have compliance policies and training programs in place for our employees with respect to FCPA, OFAC Regulations, 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 Regulations, UKBA and other laws, sanctions or regulations may result in severe criminal or civil penalties, and we may
be subject to other liabilities.
General Data Protection Regulation (“GDPR”) took effect on May 25, 2018, requiring us to protect the privacy of certain personal data of E.U.
citizens. While we have implemented processes and controls to comply with GDPR requirements, the manner in which the E.U. will interpret and
enforce certain provisions remains unclear and we could incur significant fines of up to 4% of worldwide revenue, individual damages and
reputational risks if the E.U. determines that our controls and processes are ineffective and we have failed to adequately comply with the
requirements.
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 to manage, process, store and transmit information associated with our operations,
which may include proprietary business information and personally identifiable information of our customers, suppliers and employees. 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, employee error, 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. Although various measures have been implemented to manage our risks related to the information
technology systems and network disruptions, our resources and technical sophistication may not be adequate to prevent all types of cyber-attacks that
could lead to the payment of fraudulent claims, loss of sensitive information, including our own proprietary information or that of our customers,
suppliers and employees, and could harm our reputation and result in lost revenues and additional costs and potential liabilities.
13
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.
The aircraft leasing and sales industry has experienced periods of aircraft oversupply and undersupply. 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;
interest rates;
foreign exchange rates;
the availability of credit;
airline restructurings and bankruptcies;
changes in control of, or restructurings of, other aircraft leasing companies;
•
•
•
•
•
•
•
• manufacturer production levels and technological innovation;
•
discounting by manufacturers on aircraft types nearing end of production;
• manufacturers merging, exiting the industry or ceasing to produce aircraft types;
•
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;
geopolitical events, including war, prolonged armed conflict and acts of terrorism;
governmental regulation;
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;
tariffs and other restrictions on trade;
outbreaks of communicable diseases and natural disasters;
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.
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.
In addition to factors linked to the aviation industry generally, other factors that may affect the value and lease rates of our aircraft include:
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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the demand for and availability of such aircraft at any given time;
applicable airworthiness directives or manufacturer’s service bulletins that have not yet been performed on the aircraft;
grounding orders or other regulatory action that could prevent or limit utilization of our aircraft;
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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.
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.
The advent of superior aircraft technology and higher production levels could cause our existing aircraft portfolio to become outdated and
therefore less desirable.
As manufacturers introduce technological innovations and new types of aircraft, including the Boeing 787, the Airbus A350, the Airbus A220
(formerly the Bombardier C series) and re-engined and/or replacement types for the Boeing 737, Boeing 777, Airbus A320, Airbus A330 and Embraer
E-Jet families of aircraft, certain aircraft in our existing aircraft portfolio may become less desirable to potential lessees or purchasers. This next
generation of aircraft is expected to deliver improved fuel consumption and reduced noise and emissions with lower operating costs compared to
current-technology aircraft. The Boeing 787 and 737 MAX and the Airbus A350, A320neo and A220 are all currently in production. The Boeing
777X is expected to enter service in 2021. Additionally, Commercial Aircraft Corporation of China Ltd., Mitsubishi and Russia’s United Aircraft
Corporation are developing aircraft models that will compete with the Airbus A320 family aircraft, the Boeing 737 and the Embraer E-Jet.
The introduction of these new models and the potential resulting overcapacity in aircraft supply, could adversely affect the residual values and
the lease rates for our aircraft, our ability to lease or sell our aircraft on favorable terms, or at all, or result in us recording future impairment charges.
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. 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 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 E.U. 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 noise restrictions, the U.S. and other jurisdictions have imposed 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 E.U. has included the aviation sector in its emissions trading scheme (“ETS”), and attempted to apply the ETS to
flights outside of European airspace. As a result of opposition from other countries to the E.U. effort, in 2014, the E.U. limited the application of the
E.U. ETS to flights within the European Economic Area (“EEA”) and deferred any further application until 2024, pending a review of the results of a
new initiative introduced by the promulgated by ICAO. In October 2016, ICAO adopted a global market-based measure to control CO2 emissions
from international aviation. This measure is the “Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”) with the aim of
achieving carbon-neutral growth from 2020 onwards. The CORSIA pilot phase (2021-2023) and the CORSIA first phase (2024-2026) will apply only
to routes between countries that have each volunteered to participate in the scheme. All airlines that operate routes between two volunteering countries
will be subject to the offsetting requirements, which means that any such airline must buy an emissions credit that has been verified as having reduced
emissions elsewhere to offset the emissions that that airline would otherwise not have caused. The requirement to offset emissions will be divided
among airlines in proportion to their total CO2 emissions (but not the growth of emissions of the company), which is referred to as the “sectoral”
approach to emissions. From 2030 onwards, this sectoral approach will transition to a new approach based on each airline’s individual rate of growth.
From 2030-2032, 20% of offsets will be calculated according to this “individual” approach, and the remaining 80% calculated by the “sectoral”
approach. In 2033-2035, 70% of the offset requirements will be based on the “individual” approach.
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In 2015, over 190 countries, including the United States, reached an agreement to reduce global GHG emissions at the United Nations
Framework Convention on Climate. The agreement does not expressly reference aviation, but if the agreement is implemented in the United States
and other countries there could be an adverse direct or indirect effect on the aviation industry as a whole. On June 1, 2017 the United States
announced that it intends to withdraw from the 2015 agreement and gave notice officially on November 4, 2019. The withdrawal would be effective
November 4, 2020.
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 older
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 our
financial position.
The older age, or older technology, of some of our aircraft may expose us to higher than anticipated maintenance related expenses.
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.
Expenses like fuel, carbon charges, aging aircraft inspections, maintenance or modification programs and related airworthiness directives could make
the operation of older aircraft less economically viable 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. Re-leasing larger wide-body aircraft may result in higher
reinvestment and maintenance expenditures than re-leasing narrow-body aircraft.
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, 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 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, lower investment return expectations 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. 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 continue to see lessors
and airlines starting to manage the transition from current to newer technology and younger aircraft. 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
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to time. We may not be able to compete effectively against present and future competitors in the aircraft acquisition, leasing or sales market.
Risks Related to our Order of New Embraer E-Jet E2 Aircraft
We have lease commitments for fourteen of the 25 Embraer E-Jet E2 aircraft that we contracted to purchase from Embraer and are scheduled for
delivery between the third quarter of 2020 and second quarter of 2024. We do not yet have lease commitments for the remaining deliveries nor have
we put financing in place for any of the Embraer E-Jet E2 aircraft deliveries. Our ability to lease these aircraft on favorable terms, if at all, may be
adversely affected by desirability of this aircraft type and risks to the commercial airline industry generally. If we are unable to obtain commitments
for the remaining deliveries or the necessary financing, if needed, or otherwise satisfy our contractual obligations to Embraer, we will be subject to
several potential risks, including:
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forfeiting advance deposits and progress payments to Embraer, as well as incurring certain significant costs related to these commitments
such as contractual damages and legal, accounting and financial advisory expenses;
• defaulting on any future lease commitments we may have entered into with respect to these aircraft, which could result in monetary damages
and strained relationships with lessees;
failing to realize the benefits of purchasing and leasing such aircraft; and
risking harm to our business reputation, which would make it more difficult to purchase and lease aircraft in the future on agreeable terms, if
at all.
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The Embraer E-Jet E2 is a new aircraft variant and first entered service in April 2018. The Embraer E-Jet E2 aircraft incorporates a modified
version of the Pratt & Whitney geared turbofan engine. Airframe and engine manufacturers have occasionally experienced delays and technical
difficulties in bringing new aircraft and engine types to market. If any aircraft for which we have made future lease commitments is delayed or if
Embraer is unable to produce the aircraft in compliance with the performance specifications, some or all of our affected lessees might be able to
terminate their leases with respect to such aircraft. Our purchase agreement with Embraer and the anticipated future leases for these aircraft contain
certain cancellation rights related to delays in delivery. Any such termination could strain our relations with those lessees going forward. Lastly, we
will rely on Embraer to return any advance deposits and progress payments if they are unable to meet their obligations to us, and we may not be able
to recover such amounts if Embraer defaults or becomes insolvent. In July 2018, Airbus and Bombardier completed a previously announced
partnership for the C-series aircraft (now known as the Airbus A220 model), which competes with the E-Jet E2. In December 2018, Boeing and
Embraer announced a strategic partnership. As of today, the transaction has received the approval of both the U.S. and Brazil but the European
Commission has yet to approve it. No assurance can be given that the Boeing and Embraer strategic partnership will receive European Commission
approval, and that even if the transaction is consummated, what the implications could be for our commitments and the E-Jet E2 program. Any of
these events could materially and adversely affect our financial results and operations.
Risks Related to Our Leases
If lessees are unable to fund their maintenance obligations on our aircraft, we may incur increased costs at the conclusion of the applicable lease.
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 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.
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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 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, the value of the aircraft could be negatively affected by the
maintenance condition and we may be required to fund the entire cost of performing major maintenance on the relevant aircraft without, in either case,
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. As a result, we may incur unanticipated or significant costs at the conclusion of a lease.
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.
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. 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.
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.
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 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.
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Failure to obtain certain required licenses and approvals could negatively affect our ability to re-lease or sell aircraft.
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.
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 may be more 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,
unfavorable legal systems, change in law regarding recognition of contracts or ownership rights, 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, 2019,
59 of our lessees, which operated 163 aircraft and generated 65% 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.
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 and lack of liquidity, a portion of lessees over time may be significantly in arrears in their rental or maintenance payments. This is likely to
continue to be the case in the future, particularly in difficult economic or operating environments. Liquidity issues are more likely to lead to airline
failures in the periods of financial system distress, volatile fuel prices, and economic slowdown, with additional liquidity being more difficult and
expensive to source. 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.
We may not correctly assess the credit risk of a 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 or to comply with debt service
coverage or interest coverage ratios. A default, delay or deferral of payments from a lessee where we have a significant exposure or concentration risk
could have a materially adverse impact on our revenue and cash flows. We may experience some level of delinquency under our leases and 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 could result in less favorable leases
and in significant reductions in our cash flow or adversely affect our financial results.
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 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,
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and the terms of any revised payment schedules may be unfavorable or 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 and we may be unable to repossess
our aircraft on a timely basis. 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, particularly involving lessees where we have significant exposure or
concentration risk, may result in significant reductions of rental payments, which may adversely affect our cash flows or our financial results.
Significant costs resulting from lease defaults could have a material adverse effect on our business.
While 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 could 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, and costs to obtain possession and/or de-registration of the aircraft and flight
and export permissions. Delays resulting from any of these proceedings would increase the period of time during which the relevant aircraft is not
generating revenue. We may also 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. 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 suffer other adverse consequences as a result of a lessee default and the 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 limitations may apply. Certain jurisdictions 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 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. There can be no assurance that jurisdictions that have
adopted the Cape Town Convention, which provides for uniformity and certainty for repossession of aircraft, will enforce it as written. 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 may not necessarily be able to export or de-register and profitably redeploy the aircraft. When 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. A default and exercise of remedies involving
a lessee where we have a significant exposure or concentration risk could have a materially adverse impact on our future revenue and cash flows.
Adverse currency movements could negatively affect our lessees’ ability to honor the terms of their leases and could materially adversely affect our
business, financial condition and results of operations.
Many of our lessees are exposed to currency risk due to the fact that they earn revenues in their local currencies while a significant portion of
their liabilities and expenses, including fuel, debt service, and lease payments are denominated in U.S. dollars. In the case of a devaluation of the local
currency, our lessees may not be able to increase revenue sufficiently to offset the impact of exchange rates on these expenses. This is particularly true
for non-U.S. airlines whose operations are primarily domestic. Currency volatility, particularly in emerging market countries, could impact the ability
of some of our customers to meet their contractual obligations in a timely manner. Shifts in foreign exchange rates can be significant, are difficult to
predict, and can occur quickly.
Airline reorganizations could have an adverse effect on our financial results.
As a result of economic conditions, significant volatility in oil prices and financial markets distress, airlines may be forced to reorganize.
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
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have an adverse effect on our financial results. We may not recover any of our claims or damages against an airline under bankruptcy or insolvency
protection.
If our lessees fail to appropriately discharge aircraft liens, we might find it necessary to pay such claims.
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, 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.
Risks associated with the concentration of our lessees in certain geographical regions could harm our business or financial results.
Our business is sensitive to local economic and political conditions that can influence the performance of lessees located in a particular region.
European Concentration
Thirty-four lessees in Europe accounted for 99 aircraft, totaling 26% of the net book value of our aircraft at December 31, 2019. Five lessees,
accounting for 42 aircraft, are based in the U.K. The U.K. left the E.U. on January 31, 2020. The final terms of the U.K.’s future relations with the
E.U. remain unclear and could potentially negatively impact carriers based in the U.K. and to a lesser extent elsewhere in the E.U.
Asian Concentration
Twenty-five lessees in Asia accounted for 94 aircraft, totaling 38% of the net book value of our aircraft at December 31, 2019. Growth in Asia
has been strong, driven in large part by Southeast Asia and India. Eleven lessees accounting for 40 aircraft are based in Southeast Asia and four
lessees accounting for 29 aircraft are based in India. There is risk of oversupply in the future driven by large outstanding order books of certain
Southeast Asian and Indian carriers as well as infrastructure constraints. Asian airlines continue to face competition from new entrants and the growth
of low cost carriers in the region.
North American Concentration
Ten lessees in North America accounted for 40 aircraft, totaling 13% of the net book value of our aircraft at December 31, 2019. Consolidation
among major airlines in the U.S. has helped drive capacity discipline and pricing power.
South American Concentration
Seven lessees in South America accounted for 26 aircraft, totaling 15% of the net book value of our aircraft at December 31, 2019. One lessee in
Chile accounted for thirteen aircraft, totaling 9% of the net book value of our aircraft at December 31, 2019.
Middle East and African Concentration
Eight lessees in the Middle East and Africa accounted for sixteen aircraft, totaling 7% of the net book value of our aircraft at December 31,
2019. One lessee in South Africa accounted for four aircraft totaling 3% of net book value.
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Risks Related to the Aviation Industry
Fuel prices significantly impact the profitability of the airline industry. If fuel prices rise in the future, 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.
Fuel costs represent a major expense to airlines. 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 may 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 leased 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.
The effects of terrorist attacks and geopolitical conditions might adversely impact the financial condition of the airlines and our lessees might not
be able to meet their lease payment obligations.
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. Terrorist incidents and other international tensions may lead to regional or broader international instability. 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.
Terrorist attacks and geopolitical conditions can negatively affected the airline industry, and concerns about geopolitical conditions and further
terrorist attacks could continue to negatively affect airlines (including our lessees), resulting in: (i) higher costs due to the increased security measures;
(ii) decreased passenger demand and revenue due to safety concerns or the inconvenience of additional security measures; (iii) higher price of jet fuel;
(iv) higher financing costs and difficulty in raising the desired amount of proceeds on favorable terms, or at all; (v) 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) limited 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.
Economic conditions and regulatory changes resulting from the United Kingdom’s (“U.K.”) probable exit from the E.U. could have an adverse
effect on our business.
In June 2016, voters in the U.K. approved a referendum to exit from the E.U., known as Brexit and the U.K. subsequently left the E.U. on
January 31, 2020, though current trade arrangements will remain in place during a transition period, set to end in December 2020. Brexit could result
in adverse consequences, including deterioration in economic conditions, volatility in currency exchange rates or adverse impact to air travel and the
air freight market. These impacts may negatively impact the airline and finance industries. Future trade arrangements are being negotiated and could
have an adverse effect on U.K. carriers, and to a lesser extent other carriers. The effects of Brexit on us will depend on the resulting agreements
regarding trade and travel made between the U.K. and the E.U.
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Epidemic diseases, severe weather conditions, natural disasters or their perceived effects may negatively impact the airline industry and our
lessees’ ability to meet their lease payment obligations to us.
Recently, a novel strain of coronavirus first identified in Wuhan, Hubei Province, China has led to travel restrictions and cancellation of flights
impacting some of our customers. While it is difficult to predict the extent to which the virus may spread both within and beyond China, the outbreak
could lead to further restrictions and negatively impact demand for air travel, which could affect our airline customers and have an adverse effect on
our financial performance. In addition, if another outbreak of epidemic diseases were to occur, numerous responses, including travel restrictions,
might be necessary to combat the spread of the disease. Even if restrictions are not implemented, passengers may voluntarily choose to reduce travel.
Additional outbreaks of epidemic diseases, or the fear of such events, could result in travel bans or could have an adverse effect on our financial
results. Similarly, demand for air travel or the inability of airlines to operate to or from certain regions due to severe weather conditions or natural
disasters, such as floods, earthquakes or volcanic eruptions, could have an adverse effect on our lessees’ ability to their lease payment obligations to
us, which could negatively impact our financial results.
Risks Related to the Boeing 737 MAX Groundings
As a result of two fatal accidents of Boeing 737 MAX aircraft within five months of each other, airlines and regulators grounded the worldwide
fleet of Boeing 737 MAX aircraft in March 2019. Boeing continued to produce 737 MAX aircraft until January 2020, and these aircraft remain
undelivered. The duration of the Boeing 737 MAX grounding and the timing of its eventual return to service are uncertain, and it is also uncertain
when Boeing may resume production and at what rate it may produce these aircraft. We do not own, nor do we have commitments to purchase, any
Boeing 737 MAX aircraft. Nevertheless, the uncertainty surrounding the duration of the grounding, the rate of Boeing’s continued production and the
timing and implications of any return to service could negatively impact our lessees’ financial condition, lease rates, demand for other aircraft types
and the value of the aircraft in our fleet. A similar type of grounding for other aircraft types that we have in our fleet, or have commitments to
purchase, could also negatively affect our financial results.
Risks Related to Our Organization and Structure
If the ownership of our common shares continues to be highly concentrated, it may prevent minority shareholders from influencing significant
corporate decisions and may result in conflicts of interest.
As of February 10, 2020, Marubeni owns 21,605,347 shares, or 28.8% of our common shares. Although the Shareholder Agreement, dated as of
June 6, 2013, among us, Marubeni and a subsidiary of Marubeni (as amended and restated from time to time, the “Shareholder Agreement”), imposes
certain restrictions on Marubeni’s and its affiliates’ 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 and the current
size of our Board of Directors, Marubeni is entitled to designate three 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.
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,
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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 securityholders 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 securityholders under Bermuda law may differ from the rights of securityholders 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 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.
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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 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).
Our joint venture may have an adverse effect on our business.
Our joint venture 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 from our business;
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our joint venture partner could have investment goals that are not consistent with our investment objectives, including the timing, terms and
strategies for any investments;
our joint venture partner might fail to fund its share of required capital contributions or fail to fulfill its obligations as a joint venture
partner;
decisions of our partner to sell aircraft in our joint venture may have an impact on our financial performance; and
our joint venture partner 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.
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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;
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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;
the inability to complete the Merger due to the failure to satisfy the remaining conditions to the consummation of the Merger, including
receipt of the required shareholder approval or the remaining required regulatory approvals;
the risk that the Merger Agreement may be terminated in certain limited circumstances that require us to pay Parent a termination fee of
$73.5 million;
risks that the proposed Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;
the effect of the pending Merger on Aircastle’s business relationships (including, without limitation customers and suppliers), operating
results and business generally;
the amount of the costs, fees, expenses and charges related to the Merger;
risks related to the Merger diverting management’s or employees’ attention from ongoing business operations;
the risk that our share price may decline significantly if the Merger is not completed;
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;
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 additional 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,
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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 10, 2020, there were 75,109,023 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 28.8% of our
outstanding common shares are held by our affiliate, Marubeni, and can be resold into the public markets in the future in accordance with the
requirements of Rule 144 under the Securities Act.
Beginning in July 2016, pursuant to 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. We cannot assure you if or when any such
registration or offering may occur.
The issuance of additional common shares in connection with acquisitions or otherwise will dilute all other shareholdings.
As of February 10, 2020, we had an aggregate of 149,608,871 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.
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% for taxable years
ending on or prior to December 31, 2017 and 21% for taxable years beginning after December 31, 2017 (such rate, the “Federal Rate”). Such
reduction in the Federal Rate occurred as a result of the passage of The Tax Cuts and Jobs Act on December 22, 2017 (the “Tax Act”). 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 our 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. Following the Merger, these stock ownership requirements will be tested at the Marubeni and Mizuho
Leasing levels such
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that Aircastle and its subsidiaries can continue qualify for the Section 883 exemption if the stock of Marubeni is considered to be primarily and
regularly traded on a recognized stock exchange and non-qualifying 5% or greater shareholders are not considered to collectively own more than 50%
of Marubeni’s shares, as described above. If our (or, following the Merger, Marubeni’s) 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 the Federal Rate 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.
Bermuda Economic Substance Act 2018
Pursuant to the Economic Substance Act 2018 (as amended) of Bermuda (the “ESA”) that came into force on January 1, 2019, a registered entity
other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda (“non-resident entity”) that carries on as a business any
one or more of the “relevant activities” referred to in the ESA must comply with economic substance requirements. The ESA may require in-scope
Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified
employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain adequate physical presence in Bermuda or perform core
income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of: banking, insurance, fund
management, financing and leasing (which excludes operating leases), headquarters, shipping, distribution and service center, intellectual property and
holding entities.
Entities subject to the economic substance requirements will be required to evidence their compliance and file an economic substance
declaration with the Registrar of Companies in Bermuda on an annual basis.
Any entity that must satisfy economic substance requirements but fails to do so could face financial penalties, a restriction of its business
activities, automatic reporting by the Bermuda authorities to the competent authorities in the European Union on an entity’s non-compliance or being
struck-of as a registered entity in Bermuda. If any one of the foregoing were to occur it may adversely affect the business operations of the Company
or its Bermuda subsidiaries.
The Company and its Bermuda subsidiaries believe they have complied with the ESA requirements and will file an economic substance
declaration with the Registrar of Companies in Bermuda. The Registrar of Companies in Bermuda will ultimately assess compliance with the ESA
requirements.
One or more of our Irish subsidiaries could fail to qualify for treaty benefits, including as a result of the Merger, which would subject certain of
their income to U.S. federal income taxation, which could 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, historically, our ability to establish the identity of the ultimate beneficial owners of our common shares. Following the Merger, we do not
expect that our Irish subsidiaries will qualify for benefits under the Irish Treaty solely on the basis of our beneficial ownership, which will change
significantly as a result of the Merger. Certain of our Irish subsidiaries may continue to qualify for benefits under the Irish Treaty following the
Merger if such subsidiaries are considered to be engaged in an active trade or business in Ireland for purposes of the Irish Treaty. However, the ability
to satisfy the Irish Treaty’ s active trade or business standard is subject to significant legal and factual uncertainties, which may prevent our Irish
subsidiaries from receiving benefits under the Irish Treaty. Accordingly, for any year, our Irish subsidiaries may not satisfy the requirements 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.
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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 non-trading income activities of our Irish
subsidiaries and affiliates would be subject to tax at the rate of 25% and capital gains would be taxed at the rate of 35%, 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. Our Singapore
subsidiaries had obtained a reduced rate of tax from the Singapore authorities through June 30, 2017. Beginning on July 1, 2017 and effective to June
30, 2022, the Singapore authorities renewed the reduced rate of tax to our Singapore subsidiaries, provided we satisfy certain conditions and
requirements. If we cannot meet such conditions and requirements, or if the award is not renewed after June 30, 2022, 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, Mauritius, Singapore and 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. Changes in tax law could impose withholding taxes on lease payments during the term of a lease. Our
leases typically require our lessees to indemnify us in respect of taxes but some leases may not require such indemnification or a lessee may fail to
make such indemnification payment. The imposition of such taxes could adversely affect our business and 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 shares
(by vote or value), 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 shares (by vote or value), 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.” 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.
29
The introduction of Base Erosion and Profit Shifting by the Organization for Economic Cooperation and Development's may impact our effective
tax rate in future periods.
The Organization for Economic Co-operation and Development (the “OECD”) has introduced an action plan with respect to base erosion and
profit shifting (“BEPS”). The plan targets among other things tax avoidance measures such as hybrid instruments, excessive interest deductions,
treaty shopping, and permanent establishment avoidance.
As part of its BEPS actions, the OECD published the “Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base
Erosion and Profit Shifting” (the “MLI”). Since June 7, 2017, representatives from over 93 jurisdictions have signed up to the MLI. MLI seeks to
incorporate agreed tax treaty-related measures combating tax avoidance into bilateral existing tax treaties without the need to negotiate a new treaty.
MLI may apply to double tax treaties entered into by other countries in which we have operations (in some cases with effect from as early as January
1, 2019).
MLI entered into force for Ireland on May 1, 2019, and became effective for withholding tax on January 1, 2020. MLI changed Ireland's treaties
by including a principal purpose test (“PPT”), which will disallow treaty benefits where it is reasonable to conclude that the main purpose or one of
the main purposes of a transaction or arrangement is to obtain directly or indirectly the benefits of the treaty. Given the subjectivity of the PPT, there is
a risk that each counterparty jurisdiction will interpret it differently, which creates uncertainty in its application to leasing and other arrangements.
Until such time as countries develop guidance on how the test will be applied, it will be difficult to determine its effect on us.
Ireland did not adopt MLI’s “dependent agent” permanent establishment threshold. Some countries could seek a bilateral re-negotiation on the
point to change the dependent agent provisions in their tax treaty with Ireland. Any such change could take some time to be agreed and subsequently
ratified before it could come into effect.
Further changes to tax law will be required in order to fully implement the BEPS action plans. At this moment, it is difficult to determine what
further BEPS actions the governments of lessee jurisdictions will implement. Depending on the nature of the BEPS action plans adopted, it may result
in an increase in our effective tax rate and cash taxes liabilities in future periods.
The E.U. Anti-tax Avoidance proposals may impact our effective rate of tax in future periods.
The Council of the E.U. has implemented the E.U. Anti-Tax Avoidance Directives (“EU ATAD”) and the amending Directive (“EU ATAD 2”).
These Directives seek to oblige all E.U. member states to introduce a number of anti-tax avoidance measures.
Most of the measures were implemented with effect from January 1, 2019, though certain measures may be deferred to 2024. The EU ATAD
contemplates the introduction of a restriction on the deductibility of interest, measures in respect of certain hybrid transactions and instruments, an exit
charge, a switch over rule, controlled foreign company rules as well as a general anti-avoidance rule.
Ireland sought to defer the introduction of rules restricting the tax deductibility of interest payments until 2024. However it seems increasingly
likely that Ireland may seek to introduce these rules from January 1, 2021. The current proposal would restrict the tax deductibility of interest expense
to 30% of EBITDA or possibly a higher threshold if the third-party group interest expense ratio to group EBITDA is higher than 30%. This measure
may impact the ability of our Irish tax resident companies to claim a tax deduction for interest payments.
The impact of the other measures in respect of certain hybrid transactions and instruments, an exit charge, a switch over rule, controlled foreign
company rules as well as a general anti-avoidance rule will depend on the exact scope of these measures. The impact on the Company’s tax position
(if any), will depend on the implementation of these measures in Ireland and other EU jurisdictions where we have operations.
Risks Related to the Proposed Merger
The Merger is subject to closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties and
there can be no assurances as to whether and when it may be completed. Failure to complete the Merger could negatively impact our share price,
future business and financial results.
There can be no assurance that the proposed Merger will occur. Consummation of the Merger is subject to certain customary conditions,
including, without limitation: (i) approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority
of the votes cast by holders of outstanding Common Shares at a meeting of
30
the Company’s shareholders; (ii) the receipt of any applicable pre-clearance or similar approval of certain remaining specified jurisdictions (i.e., Chile,
Mexico and Morocco), and all required regulatory approvals being in full force and effect; (iii) the absence of any law, judgment or other legal
restraint that prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated by the Merger Agreement;
(iv) the accuracy of each party’s representations and warranties (subject to certain qualifications); (v) each party’s performance in all material respects
of its obligations contained in the Merger Agreement; and (vi) the absence of a material adverse effect on the Company since the date of the Merger
Agreement.
While we believe we will receive the requisite approvals, there can be no assurance that these and other conditions to closing will be satisfied at
all or satisfied on the proposed terms and schedules as contemplated by the parties. Satisfaction of the closing conditions may delay the consummation
of the Merger, and if certain closing conditions are not satisfied prior to the end date specified in the Merger Agreement, the parties will not be
obligated to complete the Merger.
If the Merger is not completed for any reason, we will have incurred substantial expenses. We have incurred substantial legal, accounting and
financial advisory fees that are payable by us whether or not the Merger is completed, and our management has devoted considerable time and effort
in connection with the pending Merger. The Merger Agreement contains specified termination rights for each of the parties. Upon termination of the
Merger Agreement under specified circumstances, including with respect to the Company’s entry into an agreement with respect to a qualifying
“Superior Proposal” (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $73.5 million. For these
and other reasons, a failed merger could materially adversely affect our business, operating results or financial condition. In addition, the trading price
of our common stock could be adversely affected to the extent that the current price reflects an assumption that the Merger will be completed.
The pendency of the Merger may cause disruptions in our business, which could have an adverse effect on our business, financial condition or
results of operations.
The pendency of the Merger could cause disruptions in and create uncertainty regarding our business, which could have an adverse effect on our
financial condition and results of operations, regardless of whether the Merger is completed. These risks, which could be exacerbated by a delay in the
consummation of the Merger, include the following:
•
•
•
•
key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters
related to the Merger may require substantial commitments of their time and resources, which could adversely affect our operations and
financial results;
our ability to pursue alternative business opportunities, including strategic acquisitions, is limited by the terms of the Merger Agreement. If
the Merger is not completed for any reason, there can be no assurance that any other transaction acceptable to us will be offered or that our
business, prospects or results of operations will not be adversely affected;
our ability to make appropriate changes to our business may be restricted by covenants in the Merger Agreement; these restrictions
generally require us to conduct our business in the ordinary course and subject us to a variety of specified limitations absent Parent’s prior
written consent. We may find that these and other contractual restrictions in the Merger Agreement may delay or prevent us from
responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities
that may arise during such period, even if our management believes they may be advisable; and
the costs and potential adverse outcomes of litigation relating to the Merger.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
31
ITEM 2. PROPERTIES
We lease office space in Stamford, Connecticut, Dublin, Ireland and in Singapore. The lease for our current office in Stamford, Connecticut
expires in August 2028. The lease for our Dublin office expires in June 2026 and the lease on our Singapore office expires in July 2022. None of these
leases are individually material to the Company’s consolidated financial statements.
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
On December 18, 2019, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors and certain of its officers in the
United States District Court for the Southern District of New York, captioned David Younge v. Aircastle Limited, et al., Case No. 1:19-cv-11574. Also
on December 18, 2019, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its directors in the United States
District Court for the District of Delaware, captioned Jordan Rosenblatt v. Aircastle Limited, et al., Case No. 1:19-cv-02295. On January 3, 2020, a
purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the District of Connecticut,
captioned Ruda Anderson v. Aircastle Limited, et al., Case No. 3:20-cv-00017. On January 21, 2020, a purported shareholder of Aircastle filed a
lawsuit against Aircastle and its directors in the United States District Court for the Eastern District of New York, captioned Sherie Johnson v.
Aircastle Limited, et al., Case No. 1:20-cv-00334. On January 28, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its
directors in the United States District Court for the Southern District of New York, captioned Howard Shoemaker v. Aircastle Limited, et al., Case No.
1:20-cv-00746. These five complaints allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC
Rule 14d 9 by omitting or misrepresenting certain allegedly material information in the proxy statement. These complaints seek, among other things:
(i) injunctive relief preventing the consummation of the proposed transaction; (ii) rescissory damages or rescission in the event the proposed
transaction is consummated; and (iii) plaintiffs’ attorneys’ and experts’ fees. The defendants believe the claims asserted in these complaints are
without merit.
On January 2, 2020, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its directors in the Superior
Court of Connecticut, Judicial District of Stamford-Norwalk, captioned Daniel Hotop v. Aircastle Limited, et al., Case No. FST-CV20-6045115 (the
“Hotop Complaint”). The Hotop Complaint alleges that the directors breached their fiduciary duties by: (i) entering into the proposed transaction
through a flawed process; (ii) accepting an unfair price; and (iii) filing a materially deficient proxy statement. The Hotop Complaint seeks, among
other things: (a) injunctive relief preventing the consummation of the proposed transaction; (b) rescissory damages or rescission in the event the
proposed transaction is consummated; (c) declaratory relief that the Merger Agreement is unenforceable; (d) a judgment directing Aircastle to
commence a new sale process; (e) damages; and (f) plaintiff’s attorneys’ and experts’ fees. The defendants believe the claims asserted in the Hotop
Complaint are without merit.
Other potential plaintiffs may also file additional lawsuits challenging the Merger. The outcome of the Younge, Rosenblatt, Hotop, Anderson,
Johnson and Shoemaker actions and any additional future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation
of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of
the conditions to the closing of the Merger is the absence of any law, injunction or order by any governmental entity enjoining or otherwise
prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the
Merger on the agreed- upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected
time frame. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the
Company’s business, financial condition, results of operations and cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
32
Information about our Executive Officers
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 10, 2020:
Michael Inglese, 58, became our Chief Executive Officer and a member of our Board in June 2017, having served as our Acting Chief Executive
Officer from January 2017. He was previously our Chief Financial Officer from 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. Mr. Inglese is also a member of the Board
of Directors of the Business Council for Fairfield County.
Aaron Dahlke, 51, became our Chief Financial Officer in June 2017. Prior to that, he was our Chief Accounting Officer from June 2005. Prior to
joining the Company, 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 BS in Accounting from California State University, San
Bernardino. He is a Certified Public Accountant.
Douglas C. Winter, 56, became our Chief Commercial Officer in April 2019. Prior to joining Aircastle, Mr. Winter was Vice Chairman of
Amedeo, a leading aircraft asset manager, from July 2018 to March 2019, as well as Chief Executive Officer and member of the Board of Managers at
Voyager Aviation (“Voyager”) from October 2017 to March 2019. Prior to this, he served as President and Chief Commercial Officer at Voyager from
September 2015 to September 2017. Mr. Winter joined Voyager in June 2015 as Chief Commercial Officer. Previously, Mr. Winter was an advisor to
GE Capital Aviation Services and Chief Executive Officer of Octagon Aviation from June 2013 to May 2015 and, before this, he served as Head of
Global Sales at AWAS in Dublin, Ireland from December 2010 to May 2013. Mr. Winter has over 30 years of experience in commercial aviation,
having started his career with McDonnell Douglas in 1985, and he holds a BS in Business from Indiana University.
Christopher L. Beers, 55, is our Chief Legal Officer & Secretary and became our General Counsel in November 2014. Prior to joining the
Company, Mr. Beers held senior positions at GE Capital since 2000, including Senior Vice President and Associate General Counsel at GECAS from
2009 to 2014, and Senior Vice President and General Counsel of GE Transportation Finance from 2006 to 2009. Previously, Mr. Beers was a Senior
Associate at the law firm of Milbank Tweed Hadley and McCloy in New York City. Mr. Beers holds a BS in Economics from Arizona State
University and a JD from Pace Law School.
Joseph Schreiner, 62, became our Executive Vice President, Technical in October 2004. Prior to joining the Company, Mr. Schreiner oversaw the
technical department at AAR Corp, a provider of products and services to the aviation and defense 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
nineteen 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.
Roy Chandran, 56, became our Executive Vice President, Corporate Finance and Strategy in June 2017. He previously served as Executive Vice
President of Capital Markets from May 2008. Prior to joining the Company, Mr. Chandran was a Director at Citi in the Global Structured Solutions
Group, having originally joined Salomon Brothers in 1997. Mr. Chandran is responsible for all of the Company’s fund raising activities and strategy
and has extensive experience in US and international capital markets. Before 1997, Mr. Chandran spent eight years in Hong Kong focusing on tax-
based cross border leasing of transportation equipment for clients in the Asia Pacific region. Mr. Chandran holds a BS in Chemical Engineering from
the Royal Melbourne Institute of Technology, Australia and obtained his MBA from the International Institute of Management Development (“IMD”),
Switzerland.
James C. Connelly, 47, became our Chief Accounting Officer in September 2018. Mr. Connelly has been Aircastle’s Controller since January
2013. He joined Aircastle in May 2007 as Assistant Controller, Operational Accounting. Prior to joining Aircastle, Mr. Connelly was with Lehman
Brothers as a Controller in their Finance Division, beginning in January 2001. Mr. Connelly received a BS in Accounting from Syracuse University.
33
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 NYSE under the symbol “AYR.” As of February 3, 2020, there were 13,003 record holders of
our common shares.
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 senior notes and 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. Additionally, the Merger Agreement permits the
Company to declare and pay a regular quarterly dividend of up to $0.32 per common share (please refer to Item 7. for a further discussion of the
Merger Agreement). 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 choose not 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.
Issuer Purchases of Equity Securities
On May 17, 2019, our Board of Directors increased the authorization to repurchase the Company’s common shares to $100.0 million from the
$76.0 million that was remaining under the previous authorization. During the fourth quarter of 2019, 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(1)
(Dollars in thousands, except per share amounts)
—
$
—
—
482,876 (2)
482,876
$
—
31.98
31.98
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs(1)
— $
—
—
— $
90,351
90,351
90,351
90,351
Period
October 1 through 31
November 1 through 30
December 1 through 31
Total
______________
(1) Under our current repurchase program, we have purchased an aggregate of 476,608 common shares at an aggregate cost of $9.6 million, including commissions. The remaining dollar value of
common shares that may be repurchased under the program is $90.4 million.
(2) Repurchased to satisfy tax withholding obligations associated with the vesting of restricted common shares and performance share awards. See Note 8 for information regarding accelerated
share vestings.
34
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 Midcap 400 Index and a customized peer group over the five year period ended December 31, 2019. 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 Midcap 400 Index and in the peer group on
December 31, 2014, and the relative performance of each is tracked through December 31, 2019. The stock performance shown on the graph below
represents historical stock performance and is not necessarily indicative of future stock price performance. We believe that the S&P Midcap 400 Index
is more representative of our peers and as such, we utilize the S&P Midcap 400 Index as one of the metrics for our performance share-based
compensation as part of our long-term incentive plan.
* $100 invested on December 31, 2014 in stock or index, including reinvestment of dividends.
Aircastle Limited
S&P Midcap 400
Peer Group
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
$
100.00 $
101.82 $
106.43 $
124.97 $
97.45 $
100.00
100.00
97.82
107.40
118.11
105.60
137.30
136.90
122.08
97.41
190.83
154.07
153.75
35
ITEM 6. SELECTED FINANCIAL DATA
The selected historical consolidated financial, operating and other data as of December 31, 2019 and 2018 and for each of the three years in the
period ended December 31, 2019 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, 2017, 2016 and 2015, and for each of the two
years in the period ended December 31, 2016, 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 Income:
Lease rental revenue
Total revenues(1)
Selling, general and administrative expenses
Depreciation
Interest, net
Net income
Earnings per common share — Basic:
Net income per share
Earnings per common share — Diluted:
Net income per share
Cash dividends declared per share
Other Operating Data:
EBITDA
Adjusted EBITDA
Adjusted net income
Consolidated Statements of Cash Flows:
Cash flows provided by operations(1)
Cash flows used in investing activities(1)
Cash flows provided by (used in) financing activities
Consolidated Balance Sheet Data:
Cash and cash equivalents
Flight equipment held for lease, net of accumulated depreciation
Net investment in direct financing and sales-type leases
Total assets
Borrowings from secured and unsecured financings, net of debt
issuance costs
Shareholders’ equity
Other Data:
Number of aircraft owned and managed on behalf of our joint
ventures (at the end of period)
Total debt to total capitalization
Total unencumbered assets
_______________
Year Ended December 31,
2019
2018
2017
2016
2015
(Dollars in thousands, except share data)
$
777,403
$
722,694
$
721,302
$
725,220
$
917,938
77,034
356,021
258,070
156,575
890,351
76,025
310,850
234,504
247,919
851,787
73,604
298,664
241,231
147,874
812,084
61,872
305,216
255,660
151,453
$
$
$
$
$
$
2.09
$
3.18
$
1.88
$
1.92
$
2.06
1.22
$
$
3.17
1.14
$
$
1.87
1.06
$
$
1.92
0.98
$
$
815,969
$
814,184
$
705,525
$
734,989
$
862,161
196,547
839,831
257,237
801,584
169,566
767,953
168,527
536,418
$
522,592
$
490,871
$
468,092
$
(784,029)
235,201
(974,687)
386,091
(517,107)
(248,724)
(663,155)
449,839
140,882
$
152,719
$
211,922
$
455,579
$
7,375,018
419,396
8,202,046
5,061,836
2,052,684
6,935,585
469,180
7,871,181
4,761,353
2,008,681
6,188,469
545,750
7,199,083
4,313,606
1,907,564
6,247,585
260,853
7,244,665
4,506,245
1,834,314
733,417
877,219
56,198
318,783
243,577
121,729
1.50
1.50
0.90
707,524
832,105
142,271
526,285
(847,662)
306,878
155,904
5,867,062
201,211
6,569,964
4,041,156
1,779,500
287
71.1%
261
70.3%
236
69.3%
206
71.1%
167
69.4%
$
5,978,813
$
6,207,411
$
5,558,294
$
5,069,955
$
4,084,134
(1) See Organization and Basis of Presentation in the Notes to Consolidated Financial Statements.
36
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-U.S. 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, 2019, 2018, 2017,
2016 and 2015.
Net income
Depreciation
Amortization of lease premiums, discounts and incentives
Interest, net
Income tax provision
EBITDA
Adjustments:
Impairment of aircraft
Equity share of joint venture impairment
Loss on extinguishment of debt
Non-cash share-based payment expense
Merger related expenses(1)
Loss (gain) on mark-to-market of interest rate derivative contracts
Adjusted EBITDA
_____________
Year Ended December 31,
2019
2018
2017
2016
2015
$
156,575 $
(Dollars in thousands)
147,874 $
247,919 $
151,453 $
356,021
22,636
258,070
22,667
310,850
298,664
305,216
15,269
11,714
10,353
234,504
241,231
255,660
5,642
6,042
12,307
121,729
318,783
10,664
243,577
12,771
$
815,969 $
814,184 $
705,525 $
734,989 $
707,524
7,404
2,724
7,577
15,830
7,886
4,771
—
80,430
28,585
119,835
15,791
—
—
—
11,488
13,148
—
(1,632)
—
2,481
—
—
7,901
—
(3,522)
—
—
5,537
—
(791)
$
862,161 $
839,831 $
801,584 $
767,953 $
832,105
(1)
Includes $7.4 million in Other income (expense) and $0.5 million in Selling, general and administrative expenses.
Management believes that Adjusted Net Income (“ANI”) when viewed in conjunction with the Company’s results under U.S. 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, changes related to refinancing activity, merger related expenses and non-cash share-based payment expense.
For additional information regarding the limitations of these non-GAAP measures, see “Limitations of EBITDA, Adjusted EBITDA and ANI”
below.
37
The table below shows the reconciliation of net income to ANI for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.
Net income
Loss on extinguishment of debt(1)
Ineffective portion and termination of cash flow hedges(2)
Loss (gain) on mark-to-market of interest rate derivative contracts(1)
Loan termination (gain) fee(2)
Write-off of deferred financing fees(2)
Non-cash share-based payment expense(3)
Merger related expenses and taxes(4)
Term Financing No. 1 hedge loss amortization charges(2)
Securitization No. 1 hedge loss amortization charges(2)
Adjusted net income
_____________
Year Ended December 31,
2019
2018
2017
2016
2015
$
156,575 $
(Dollars in thousands)
147,874 $
247,919 $
151,453 $
121,729
7,577
—
4,771
—
172
15,830
11,622
—
—
—
—
(1,632)
(838)
300
—
—
2,481
2,058
4,005
11,488
13,148
—
—
—
—
—
—
—
—
(3,522)
4,960
2,880
7,901
—
—
4,855
—
455
(791)
—
—
5,537
—
4,401
10,940
$
196,547 $
257,237 $
169,566 $
168,527 $
142,271
(1)
(2)
(3)
(4)
Included in Other income (expense).
Included in Interest, net.
Included in Selling, general and administrative expenses.
Includes $7.4 million in Other income (expense), $3.7 million in Income tax provision and $0.5 million in Selling, general and administrative expenses.
38
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve
risks, uncertainties and assumptions. You should read the following discussion in conjunction with Item 6. “Selected Financial Data” and our
historical consolidated financial statements and the notes thereto appearing elsewhere in this Annual Report. The results of operations for the periods
reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those
discussed in the forward-looking statements as a result of various factors, including but not limited to those described under Item 1A. — “Risk
Factors” and elsewhere in this Annual Report. Please see “Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995” for a
discussion of the uncertainties, risks and assumptions associated with these statements. Our consolidated financial statements are prepared in
accordance with U.S. GAAP and, unless otherwise indicated, the other financial information contained in this Annual Report has also been prepared
in accordance with U.S. GAAP. Unless otherwise indicated, all references to “dollars” and “$” in this Annual Report are to, and all monetary amounts
in this Annual Report are presented in, U.S. dollars.
OVERVIEW
Aircastle acquires, leases, and sells commercial jet aircraft to airlines throughout the world. As of December 31, 2019, we owned and managed
on behalf of our joint ventures 287 aircraft that were leased to 85 lessees located in 49 countries. Our aircraft are managed by an experienced team
based in the United States, Ireland and Singapore. 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 certain cases, we are obligated to pay a portion of specified maintenance
or modification costs. As of December 31, 2019, the net book value of our owned aircraft was $7.79 billion compared to $7.40 billion at the end of
2018. Our revenues and net income for the year ended December 31, 2019 were $917.9 million and $156.6 million, respectively, and for the fourth
quarter of 2019 were $243.7 million and $47.3 million, respectively.
Pending Merger with MM Air Limited
On November 5, 2019, Aircastle entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, among other things,
Merger Sub will merge with and into the Company, with Aircastle surviving as a wholly owned subsidiary of Parent. Parent and Merger Sub are
newly-formed entities controlled by affiliates of Marubeni and Mizuho Leasing.
Pursuant to the Merger Agreement, subject to certain conditions set forth therein, at the Effective Time, each issued and outstanding Common
Share (other than (i) shares to be canceled or converted into shares of the surviving company pursuant to the Merger Agreement and (ii) restricted
shares to be canceled and exchanged pursuant to the Merger Agreement), shall be converted into the right to receive the Merger Consideration.
Consummation of the Merger is subject to the satisfaction of certain remaining customary closing conditions, including, without limitation, (i)
approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority of the votes cast by holders of
outstanding Common Shares at a meeting of the Company’s shareholders; (ii) the receipt of any applicable pre-clearance or similar approval of certain
remaining specified jurisdictions (i.e., Chile, Mexico and Morocco), and all required regulatory approvals being in full force and effect; (iii) the
absence of any law, judgment or other legal restraint that prevents, makes illegal or prohibits the consummation of the Merger and the other
transactions contemplated by the Merger Agreement; (iv) the accuracy of each party’s representations and warranties (subject to certain
qualifications); (v) each party’s performance in all material respects of its obligations contained in the Merger Agreement; and (vi) the absence of a
material adverse effect on the Company since the date of the Merger Agreement.
The Merger Agreement includes customary representations, warranties and covenants of Aircastle, Parent, and Merger Sub. Among other things,
Aircastle has agreed to customary covenants regarding the operation of the business of Aircastle and its subsidiaries prior to the closing. Aircastle is
permitted to pay regular quarterly dividends up to $0.32 per common share pursuant to the Merger Agreement. We currently anticipate that the Merger
will close in the first half of calendar year 2020, subject to the satisfaction of the remaining customary closing conditions.
39
Revenues
Our revenues are comprised primarily of operating lease rentals on flight equipment held for lease, revenue from maintenance payments related
to lease expirations, lease termination payments, interest recognized from direct financing and sales-type leases and gains on the sale of flight
equipment.
Typically, our aircraft are subject to net leases whereby the lessee pays lease rentals and is generally responsible for maintaining the aircraft and
paying operational, maintenance and insurance costs arising during the term of the lease. 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 creditworthiness of our lessees and the occurrence of 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 a lease, the lessee is 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
typically 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 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, SG&A 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 obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event
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
40
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, Singapore 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. The aircraft owning subsidiaries
resident in Ireland, Mauritius and Singapore are subject to tax in those respective jurisdictions.
We 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. We also have Ireland and Singapore based subsidiaries which provide management services to our non-U.S. subsidiaries and are subject
to tax in those respective jurisdictions.
Acquisitions and Sales
During 2019, we acquired 49 aircraft for $1.28 billion. As of February 10, 2020, we have not acquired any additional aircraft. At December 31,
2019, we had commitments to acquire 31 aircraft for $1.11 billion, including 25 new Embraer E-Jet E2 aircraft from Embraer, with delivery beginning
in 2020. These amounts include estimated amounts for pre-delivery deposits, contractual price escalations and other adjustments. As of February 10,
2020, we have commitments to acquire 31 aircraft for $1.11 billion.
During 2019, we sold twenty aircraft and other flight equipment for $361.7 million, which resulted in a net gain of $45.5 million. As of
February 10, 2020, we have sold five additional aircraft.
41
The following table sets forth certain information with respect to the aircraft owned and managed on behalf of our joint ventures by us as of
December 31, 2019, 2018 and 2017:
AIRCASTLE AIRCRAFT INFORMATION (dollars in millions)
Owned Aircraft
Net Book Value of Flight Equipment
As of
December 31, 2019(1)
$
7,794
As of
December 31, 2018(1)
$
7,405
$
As of
December 31, 2017(1)
Net Book Value of Unencumbered Flight Equipment
$
5,979
$
6,055
$
Number of Aircraft
Number of Unencumbered Aircraft
Number of Lessees
Number of Countries
Weighted Average Age (years)(2)
Weighted Average Remaining Lease Term (years)(2)
Weighted Average Fleet Utilization during the Fourth Quarter(3)
Weighted Average Fleet Utilization for the Year Ended(3)
Portfolio Yield for the Fourth Quarter(4)
Portfolio Yield for the Year Ended(4)
Managed Aircraft on behalf of Joint Ventures
Flight Equipment
Number of Aircraft
____________
(1) Calculated using net book value at period end.
(2) Weighted by net book value.
278
237
84
48
9.9
4.8
99.2%
96.4%
11.2%
10.9%
248
217
81
44
9.1
4.5
97.0%
99.6%
11.2%
11.5%
$
$
328
9
602
$
13
6,734
5,346
224
195
81
43
9.1
5.0
99.5%
99.3%
12.0%
12.2%
641
12
(3) Aircraft on-lease days as a percent of total days in period weighted by net book value. The decrease from our historical utilization rate was due to the early termination of the leases for eleven
aircraft from Avianca Brazil and seven aircraft from Jet Airways.
(4) Lease rental revenue, interest income and cash collections on our net investment in direct financing and sales-type leases for the period as a percent of the average net book value for the
period; quarterly information is annualized. The decrease from our historical portfolio yield was due to the early termination of the leases for eleven aircraft from Avianca Brazil and seven
aircraft from Jet Airways. The calculation of portfolio yield includes our net investment in direct financing and sales-type leases in the average net book value, and the interest income and
cash collections from our net investment in direct financing and sales-type leases in lease rentals.
Our owned aircraft portfolio as of December 31, 2019 is listed in Exhibit 99.1 to this Annual Report.
42
PORTFOLIO DIVERSIFICATION
Aircraft Type
Passenger:
Narrow-body
Wide-body
Total Passenger
Freighter
Total
Manufacturer
Airbus
Boeing
Embraer
Total
Regional Diversification
Asia and Pacific
Europe
Middle East and Africa
North America
South America
Off-lease
Total
_______________
Owned Aircraft as of
December 31, 2019
Owned Aircraft as of
December 31, 2018
Number of
Aircraft
% of Net
Book Value(1)
Number of
Aircraft
% of Net
Book Value(1)
250
24
274
4
278
184
89
5
278
94
99
16
40
26
3 (2)
75%
21%
96%
4%
100%
63%
36%
1%
100%
38%
26%
7%
13%
15%
1%
278
100%
218
26
244
4
248
153
90
5
248
78
87
17
35
16
15 (3)
248
72%
24%
96%
4%
100%
59%
39%
2%
100%
36%
27%
8%
10%
10%
9%
100%
(1) Calculated using net book value at year end.
(2) Consisted of one Airbus A320-200 aircraft, which was delivered on lease to a customer in Europe during the first quarter of 2020, one Airbus A330-200 aircraft, which is subject to a lease
commitment, and one Boeing 737-800 aircraft, which we are marketing for lease or sale.
(3) Consisted of ten Airbus A320-200 aircraft, one Airbus A330-200 aircraft, one Boeing 737-800 aircraft and one Boeing 777-300ER aircraft, all of which delivered on lease to customers during
2019, one Airbus A330-200 aircraft, which is subject to a lease commitment, and one Airbus A320-200 aircraft, which was sold during 2019.
43
Our largest customer represents approximately 9% of the net book value at December 31, 2019. Our top fifteen customers for aircraft we owned
at December 31, 2019, representing 139 aircraft and 54% of the net book value, are as follows:
Percent of Net Book Value
Greater than 6% per customer
3% to 6% per customer
Customer
LATAM
IndiGo
easyJet
Iberia
Air Canada
South African Airways
Less than 3% per customer
Aerolineas Argentinas
Interjet
American Airlines
Lion Air(1)
AirBridge Cargo(2)
Jeju Air
SpiceJet
Asiana Airlines
Thai Airways
Total top 15 customers
All other customers
Total all customers
Country
Chile
India
United Kingdom
Spain
Canada
South Africa
Argentina
Mexico
United States
Indonesia
Russia
South Korea
India
South Korea
Thailand
Number of
Aircraft
13
16
30
15
6
4
5
11
7
7
2
7
8
6
2
139
139
278
(1) If combined with four aircraft on lease to an affiliate, would represent over 4% of net book value.
(2) Guaranteed by Volga-Dnepr Airlines. We have one additional aircraft on lease with an affiliate.
Finance
Aircastle Limited is a publicly-listed company, and our shares have been trading on the NYSE since August 2006. Since our inception in late
2004, we raised $1.69 billion in equity capital from private and public investors. We also obtained $16.90 billion in debt capital from a variety of
sources including export credit agency-backed debt, commercial bank debt, the aircraft securitization markets and the unsecured bond market. The
diversity and global nature of our financing sources demonstrates our ability to adapt to changing market conditions and seize new growth
opportunities.
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 revolving credit facilities 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.
44
Comparison of the year ended December 31, 2019 to the year ended December 31, 2018:
Revenues:
Lease rental revenue
Direct financing and sales-type lease revenue
Amortization of lease premiums, discounts and incentives
Maintenance revenue
Total lease revenue
Gain on sale of flight equipment
Other revenue
Total revenues
Operating expenses:
Depreciation
Interest, net
Selling, general and administrative
Impairment of flight equipment
Maintenance and other costs
Total operating expenses
Other income (expense)
Loss on extinguishment of debt
Other
Total other income (expense)
Income from continuing operations before income taxes
Income tax provision
Earnings (loss) of unconsolidated equity method investment, net of tax
Net income
Revenues:
Year Ended December 31,
2019
2018
(Dollars in thousands)
$
777,403 $
32,295
(22,636)
74,987
862,049
45,532
10,357
917,938
356,021
258,070
77,034
7,404
24,828
723,357
(7,577)
(11,864)
(19,441)
175,140
22,667
4,102
722,694
35,132
(15,269)
105,738
848,295
36,766
5,290
890,351
310,850
234,504
76,025
—
8,961
630,340
—
1,636
1,636
261,647
5,642
(8,086)
$
156,575 $
247,919
Total revenues increased by $27.6 million, for the year ended December 31, 2019 as compared to the year ended December 31, 2018, primarily
as a result of the following:
Lease rental revenue increased by $54.7 million for the year ended December 31, 2019, primarily as a result of a $163.2 million increase in
revenue reflecting the partial year impact of 48 aircraft purchased in 2019 and the full year impact of 37 aircraft purchased in 2018. This increase was
partially offset by:
•
•
a $74.2 million decrease due to lease extensions, amendments, transitions and other changes ($38.3 million of which is attributable to
aircraft previously on lease to Avianca Brazil and Jet Airways which we have since transitioned to new lessees); and
a $34.2 million decrease due to the sale of 25 aircraft during 2019 and 2018.
Direct financing and sales-type lease revenue. For the year ended December 31, 2019, $32.3 million of interest income from direct financing
and sales-type leases was recognized as compared to $35.1 million for the same period in 2018, primarily attributable to the termination of one lease
in 2018 and sales of two aircraft in 2019, as well as a lower average net investment due to lease payments, partially offset by an increase in interest
income related to the reclassification of two aircraft from operating to direct financing and sales-type leases in 2019.
45
Amortization of lease premiums, discounts and incentives.
Amortization of lease premiums
Amortization of lease discounts
Amortization of lease incentives
Amortization of lease premiums, discounts and incentives
Year Ended December 31,
2019
2018
(Dollars in thousands)
(16,719) $
4,406
(10,323)
(12,064)
7,825
(11,030)
(22,636) $
(15,269)
$
$
The increase in amortization of lease premiums of $4.7 million for the year ended December 31, 2019 as compared to the same period in 2018,
was due to a net increase in amortization resulting from net aircraft acquisitions.
The decrease in amortization of lease discounts of $3.4 million for the year ended December 31, 2019 as compared to the same period in 2018
was primarily due to fully amortized lease discounts for aircraft that transitioned to new lessees or extended.
Maintenance revenue. For the year ended December 31, 2019, we recorded $75.0 million of maintenance revenue primarily attributable to
sixteen narrow-body and four wide-body aircraft that transitioned due to scheduled lease expirations or early lease terminations, including seven
narrow-body aircraft that had early lease terminations with Jet Airways. For the same period in 2018, we recorded $105.7 million of maintenance
revenue due to the transition of eighteen narrow-body aircraft, three wide-body aircraft and one freighter aircraft, including ten narrow-body and one
wide-body aircraft due to early lease terminations with Avianca Brazil.
Gain on sale of flight equipment increased by $8.8 million, to $45.5 million for the year ended December 31, 2019, as compared to gains of
$36.8 million for the same period in 2018. During 2019, we sold twenty aircraft as compared to the sale of fourteen aircraft during the same period in
2018.
Other revenue was $10.4 million during the year ended December 31, 2019, due to $5.4 million in fees earned in relation to the sale of all eight
aircraft in our Lancaster joint venture, $2.0 million in fees earned from the sale of four aircraft to our IBJ joint venture and $2.0 million in
administrative fees from the Lancaster and IBJ Air joint ventures. For the year ended December 31, 2018, other revenue was $5.3 million, primarily
due to $2.6 million in fees earned in connection with the early termination of two leases and $2.1 million in administrative fees from the Lancaster and
IBJ Air joint ventures.
Operating Expenses:
Total operating expenses increased by $93.0 million, for the year ended December 31, 2019 as compared to the year ended December 31, 2018,
primarily as a result of:
Depreciation expense increased by $45.2 million for the year ended December 31, 2019 over the same period in 2018, primarily as a result of
higher depreciation of $60.7 million due to 85 aircraft acquired during 2019 and 2018. These increases were partially offset by a decrease of $16.5
million resulting from 26 aircraft sold during 2019 and 2018.
46
Interest, net consisted of the following:
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
Amortization of deferred losses related to interest rate derivatives
Amortization of deferred financing fees and debt discount(2)
Interest expense
Less: Interest income
Less: Capitalized interest
Interest, net
______________
Year Ended December 31,
2019
2018
(Dollars in thousands)
245,673 $
221,987
$
184
14,578
260,435
(2,365)
—
1,166
14,627
237,780
(2,943)
(333)
$
258,070 $
234,504
(1)
(2)
Included a loan termination gain of $0.8 million related to the sale of aircraft during the year ended December 31, 2018.
Included $0.2 million and $0.3 million in deferred financing fees written off related to the sale of aircraft during the years ended December 31, 2019 and 2018, respectively.
Interest, net increased by $23.6 million over the year ended December 31, 2018. The net increase was primarily a result of a $23.7 million
increase in interest on borrowings due to higher weighted average debt outstanding, partially offset by lower weighted average interest rates and lower
amortization of deferred losses on terminated interest rate derivatives of $1.0 million.
Impairment of aircraft. We recorded impairment charges of $7.4 million during 2019. No impairments were recorded during the year ended
December 31, 2018. See “Summary of Recoverability Assessment and Other Impairments” below for a detailed discussion of impairment charges
related to certain aircraft.
Maintenance and other costs were $24.8 million for the year ended December 31, 2019, an increase of $15.9 million over the same period in
2018. The net increase is primarily attributable to eighteen unscheduled transitions due to early lease terminations related to Avianca Brazil and Jet
Airways and higher than projected lessor contributions towards the cost of maintenance events for aircraft acquired with attached leases of $3.8
million.
Other Income:
Total other income (expense) decreased by $21.1 million for the year ended December 31, 2019, as compared to the same period in 2018, due to
a loss on extinguishment of debt of $7.6 million related to the early retirement of our 6.25% Senior Notes due 2019, expenses of $7.4 million related
to the Merger and unfavorable mark-to-market adjustments on our interest rate caps of $4.8 million.
Income Tax Provision:
Our provision for income taxes for the years ended December 31, 2019 and 2018 was $22.7 million and $5.6 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 $17.0 million for the year ended December 31, 2019 as compared to the
same period in 2018 was primarily attributable to changes in operating income subject to tax in Ireland, the United States and other jurisdictions. The
year ended December 31, 2019 includes tax charges of $4.1 million related to the limitation in deductible compensation and $0.4 million related to the
vesting of stock. The year ended December 31, 2018 included a $3.0 million tax benefit related to the Singapore rate reduction from 10% to 8%.
Earnings (Loss) of Unconsolidated Equity Method Investment, net of Tax:
Earnings from unconsolidated equity method investment, net of tax, was $4.1 million in 2019 compared to a loss of $8.1 million in 2018. In
2018, the majority shareholder of one of our joint ventures, Lancaster Aircraft Leasing (“Lancaster”) stated its intention to liquidate all assets in the
joint venture. The equity loss for the year ended December 31, 2018 relates
47
to our share of undistributed losses and anticipated costs recorded by Lancaster for this liquidation. See Note 5 “Unconsolidated Equity Method
Investment.”
Other Comprehensive Income:
Net income
Derivative loss reclassified into earnings
Total comprehensive income
Year Ended December 31,
2019
2018
(Dollars in thousands)
156,575 $
247,919
184
156,759 $
1,166
249,085
$
$
Other comprehensive income was $156.8 million for the year ended December 31, 2019, a decrease of $92.3 million from the $249.1 million of
other comprehensive income for the year ended December 31, 2018. Other comprehensive income for the year ended December 31, 2019 primarily
consisted of $156.6 million of net income and $0.2 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, 2018 primarily consisted of $247.9 million of net income and $1.2 million of
amortization of deferred net losses reclassified into earnings primarily related to terminated interest rate derivatives.
Summary of Recoverability Assessment and Other Impairments
Transactional Impairments
During 2019, the Company early terminated the leases for seven Boeing 737NG aircraft on lease to Jet Airways (India) Limited (“Jet Airways”)
due to lessee default. As a result of these lease terminations, the Company recognized net maintenance revenue of $17.6 million and impairment
charges of $7.4 million. We did not record any transactional impairments during 2018.
Annual Recoverability Assessment
We completed our annual recoverability assessment of our aircraft in the second quarter of 2019. We also performed aircraft-specific analyses
where there were changes in circumstances, such as approaching lease expirations. No impairments were recorded as a result of our annual
recoverability assessment.
The 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.
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 aircraft were impaired as a consequence of our annual recoverability assessment. However, if our
estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates
and related assumptions used in the annual recoverability assessment are appropriate, actual results could differ from those estimates.
Aircraft Monitoring List
At December 31, 2019, no aircraft were on our monitoring list. We monitor our fleet for aircraft that are more susceptible to failing our
recoverability assessments within one year due to their sensitivity to changes in contractual cash flows, future cash flow estimates and aircraft residual
or scrap values.
48
Comparison of the year ended December 31, 2018 to the year ended December 31, 2017:
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report
because that disclosure was already included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on
February 12, 2019. You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of
operations for the year ended December 31, 2018 to the year ended December 31, 2017.
49
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 U.S. 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 probable. Estimating whether collectability is probable requires some level of subjectivity and
judgment. When collectability is not probable, the customer is placed on non-accrual status and revenue is recognized when cash payments are
received. Management determines whether customers should be placed back on accrual status when it becomes probable that payments will be
received in a timely manner. 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 creditworthiness 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 typically 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
than 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.
50
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. The assumptions supporting these
estimates are re-evaluated annually.
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% to 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 assets or 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.
For purchase and lease back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the
fair value of the aircraft and lease. The fair value of the lease may include a maintenance premium and a lease premium or discount.
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.
51
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.
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 risk factors discussed in
Item 1A. “Risk Factors.” See further discussion of our aircraft more susceptible to failing our recoverability assessment under “Summary of
Recoverability Assessment and Other Impairments” above and “Fair Value Measurements” below.
Net Investment in Direct Financing and Sales-Type Leases
If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we recognize the lease as a direct
financing or sales-type lease. The net investment in direct financing and sales-type leases consists of the lease receivable, estimated unguaranteed
residual value of the leased flight equipment at lease-end and, for direct financing leases, deferred selling profit. For sales-type leases, we recognize
the difference between the net book value of the aircraft and the net investment in the lease as a gain or loss on sale of fight equipment. Selling profit
on a direct financing lease is deferred and amortized over the lease term, and a selling loss is recognized at lease commencement. Interest income on
our net investment in leases is recognized as Direct financing and sales-type lease revenue over the lease term in a manner that produces a constant
rate of return on the net investment in the lease.
Collectability of direct financing and sales-type leases is evaluated at lease commencement and periodically during the lease term. The
evaluation is performed at an individual customer level and, among other things, considers the credit of the lessee and the value of the underlying
aircraft. A loss allowance is established if there is evidence that we will be unable to collect all amounts due according to the contractual terms of the
lease. At December 31, 2019, we had no allowance for credit losses for our Net investment in direct financing and sales-type leases.
Fair Value Measurements
We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. 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 aircraft and unconsolidated equity investments. 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 that uses Level 3 inputs, which include
our assumptions and appraisal data as to future cash proceeds from leasing and selling aircraft. We account for our investments in unconsolidated joint
ventures under the equity method of accounting and record impairment when its fair value value is less than its carrying value and the Company
determines that the decline is other-than-temporary.
Income Taxes
The Company records an income tax provision in accordance with the various tax laws for those jurisdictions within which our transactions
occur. 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
52
if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities. We did not have any unrecognized tax
benefits.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
See Note 1 - Summary of Significant Accounting Policies - Organization and Basis of Presentation in the Notes to Consolidated Financial
Statements below.
RECENTLY PROPOSED ACCOUNTING PRONOUNCEMENTS
See Note 1 - Summary of Significant Accounting Policies - Proposed Accounting Pronouncements in the Notes to Consolidated Financial
Statements below.
LIQUIDITY AND CAPITAL RESOURCES
Our business is very capital intensive, requiring significant investments in order to expand our fleet and to maintain and improve our existing
portfolio. Our operations generate a significant amount of cash, primarily from lease rentals and maintenance collections. We have also met our
liquidity and capital resource needs by utilizing several sources over time, including:
•
•
•
•
various forms of borrowing secured by our aircraft, including bank term facilities, limited recourse securitization financings, and ECA-
backed financings for new aircraft acquisitions;
unsecured indebtedness, including our current unsecured revolving credit facilities, term loan and senior notes;
asset sales; and
sales of common shares.
Going forward, we expect to continue to seek liquidity from these sources and other sources, subject to pricing and conditions we consider
satisfactory.
During 2019, we met our liquidity and capital resource needs with $536.4 million of cash flow from operations, $2.12 billion in gross proceeds
from the issuance of our Senior Notes due 2026, bank debt and our revolving credit facilities and $361.7 million of cash from aircraft sales.
As of December 31, 2019, the weighted average maturity of our secured and unsecured debt financings was 3.4 years and we are in compliance
with all applicable covenants in our financings. We have also determined that as of December 31, 2019, our consolidated subsidiaries’ restricted net
assets, as defined by Rule 4-08(e)(3) of Regulation S-X, are less than 25% of our consolidated net assets.
We believe that cash on hand, payments received from lessees and other funds generated from operations, unsecured bond offerings, secured
borrowings for aircraft, borrowings under our revolving credit facilities and other borrowings and proceeds from 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.
53
Cash Flows
Net cash flow provided by operating activities
Net cash flow used in investing activities
Net cash flow provided by (used in) financing activities
Operating Activities:
Year Ended December 31,
2019
2018
(Dollars in thousands)
536,418 $
522,592
$
(784,029)
235,201
(974,687)
386,091
Cash flow provided by operations was $536.4 million and $522.6 million for the years ended December 31, 2019 and 2018, respectively. The
increase in cash flow provided by operations of $13.8 million for the year ended December 31, 2019 versus the same period in 2018 was primarily a
result of:
•
•
•
•
a $39.0 million increase in cash from lease rentals, net of direct financing and sales-type leases,
a $25.8 million increase in collections from direct financing and sales-type leases (please refer to Note 1);
a $6.9 million decrease in cash paid for taxes; and
a $5.1 million increase in cash related to fees from our joint ventures.
These inflows were offset by a:
•
•
•
a $31.7 million increase in in cash paid for interest;
a $22.2 million decrease in cash from working capital; and
a $15.9 million increase in cash paid for maintenance.
Investing Activities:
Cash flow used in investing activities was $784.0 million and $974.7 million for the years ended December 31, 2019 and 2018, respectively. The
decrease in cash flow used in investing activities of $190.7 million for the year ended December 31, 2019 was primarily a result of:
•
•
•
•
a $160.9 million decrease in the acquisition and improvement of flight equipment and net investment in direct financing and sales-type leases;
a $32.9 million increase in distribution from our Lancaster joint venture;
a $22.9 million increase in proceeds from the sale of flight equipment; and
a $16.3 million decrease in aircraft purchase deposits and progress payments, net of returned deposits.
These decreases were offset by a $30.0 million decrease in collections on direct financing and sales-type leases (please refer to Note 1) and an
$11.8 million increase in our investments in our IBJ joint venture for the purchase of aircraft.
Financing Activities:
Cash flow provided by financing activities was $235.2 million and $386.1 million for the years ended December 31, 2019 and 2018,
respectively. The decrease in cash flow provided by financing activities of $150.9 million for the year ended December 31, 2019 was primarily a
result:
•
•
•
a $848.4 million increase in repayments of secured and unsecured financings;
a $28.2 million increase in maintenance and security deposits returned, net of deposits received; and
a $7.2 million increase in debt extinguishment costs.
These outflows were offset by a $702.9 million increase in proceeds from secured and unsecured financings and a $34.7 million decrease in
shares repurchased.
54
Debt Obligations
For complete information on our debt obligations, please refer to Note 7 - “Borrowings from Secured and Unsecured Debt” Financings in the
Notes to Consolidated Financial Statements below.
Contractual Obligations
Our contractual obligations consist of principal and interest payments on variable and fixed rate liabilities, interest payments on interest rate
derivatives, aircraft acquisitions and rent payments pursuant to our office leases. Total contractual obligations increased to approximately $7.03 billion
at December 31, 2019 from $6.95 billion at December 31, 2018 due to an increase in borrowings, partially offset by a decrease in aircraft purchase
obligations.
The following table presents our actual contractual obligations and their payment due dates as of December 31, 2019.
Contractual Obligations
Principal payments:
Senior Notes due 2020-2026
DBJ Term Loan
Revolving Credit Facilities
ECA Financings
Bank Financings
Total principal payments
Interest payments on debt obligations(1)
Office leases(2)
Purchase obligations(3)
Total
_____________
Payments Due by Period as of December 31, 2019
Total
1 year
or less
2-3 years
4-5 years
(Dollars in thousands)
More than
5 years
$
3,600,000 $
300,000 $ 1,000,000 $
1,650,000 $
650,000
215,000
150,000
147,644
993,593
—
—
39,603
89,721
60,000
150,000
79,280
184,984
155,000
—
28,761
565,962
5,106,237
429,324
1,474,264
2,399,723
799,664
15,117
234,627
348,724
1,870
3,712
1,112,825
218,916
700,930
172,643
3,423
192,979
—
—
—
152,926
802,926
43,670
6,112
—
$
7,033,843 $
884,737 $ 2,527,630 $
2,768,768 $
852,708
(1) Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at December 31, 2019.
(2) Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
(3) At December 31, 2019, we had commitments to acquire 31 aircraft for $1.11 billion, including 25 new E-Jet E2 aircraft from Embraer S.A. These amounts include estimates for pre-delivery
deposits, contractual price escalation and other adjustments. As of February 10, 2020, we have commitments to acquire 31 aircraft for $1.11 billion.
Capital Expenditures
From time to time, we make capital expenditures to maintain or improve 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, 2019, 2018 and 2017, we
incurred a total of $31.8 million, $9.3 million and $12.9 million, respectively, of capital expenditures (including lease incentives) related to the
acquisition and improvement of aircraft.
As of December 31, 2019, the weighted average age (by net book value) of our aircraft was 9.9 years. In general, the costs of operating an
aircraft, including maintenance expenditures, increase with the age of the aircraft. Our lease agreements call for the lessee to be 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. These maintenance reserves are paid by the lessee to provide
for future maintenance events. Provided a lessee performs scheduled maintenance 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
55
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, we may incur
increased costs at the conclusion of the applicable lease.”
Off-Balance Sheet Arrangements
We entered into two joint venture arrangements in order to help expand our base of new business opportunities. Neither of these joint ventures
qualifies for consolidated accounting treatment. The assets and liabilities of these entities are not included in our Consolidated Balance Sheets and we
record our net investment under the equity method of accounting. See Note 5 - “Unconsolidated Equity Method Investment” in the Notes to Unaudited
Consolidated Financial Statements below.
During the third quarter of 2019, the sale of all eight aircraft held by the joint venture with Teachers’ to a single buyer was completed. Teachers’,
as majority shareholder, chose to liquidate the joint venture. As of December 31, 2019, minimal assets remain in the joint venture as needed to
complete its liquidation during 2020.
We hold a 25% equity interest in our joint venture with Mizuho Leasing, IBJ Air Leasing (“IBJ Air”). At December 31, 2019, the net book value
of the IBJ Air joint venture’s nine aircraft was $327.8 million.
Foreign Currency Risk and Foreign Operations
At December 31, 2019 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, 2019, expenses, such as payroll and office costs,
denominated in currencies other than the U.S. dollar aggregated $15.7 million in U.S. dollar equivalents and represented 20% of total SG&A
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, 2019, 2018 and 2017, we incurred insignificant net gains and losses on foreign currency transactions.
Hedging
For complete information on our derivative instruments, please refer to Note 14 “Other Assets” in the Notes to Consolidated Financial
Statements below.
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.
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-U.S. 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
56
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, 2019, 2018 and 2017, respectively.
Net income
Depreciation
Amortization of lease premiums, discounts and incentives
Interest, net
Income tax provision
EBITDA
Adjustments:
Impairment of flight equipment
Equity share of joint venture impairment
Loss on extinguishment of debt
Non-cash share-based payment expense
Merger related expenses(1)
Loss (gain) on mark-to-market of interest rate derivative contracts
Adjusted EBITDA
______________
Year Ended December 31,
2019
2018
2017
(Dollars in thousands)
247,919 $
156,575 $
$
356,021
310,850
22,636
15,269
258,070
234,504
22,667
5,642
147,874
298,664
11,714
241,231
6,042
$
815,969 $
814,184 $
705,525
—
80,430
7,404
2,724
7,577
15,791
—
15,830
11,488
7,886
4,771
—
(1,632)
—
—
13,148
—
2,481
$
862,161 $
839,831 $
801,584
(1)
Includes $7.4 million in Other income (expense) and $0.5 million in Selling, general and administrative expenses.
Management’s Use of Adjusted Net Income (“ANI”)
Management believes that Adjusted Net Income (“ANI”) when viewed in conjunction with the Company’s results under U.S. 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, changes related to refinancing activity, merger related expenses and non-cash share-based payment expense.
57
The table below shows the reconciliation of net income to ANI for the years ended December 31, 2019, 2018 and 2017, respectively.
Net income
Loss on extinguishment of debt(1)
Loss (gain) on mark-to-market of interest rate derivative contracts(1)
Loan termination (gain) fee(2)
Write-off of deferred financing fees(2)
Non-cash share-based payment expense(3)
Merger related expenses and taxes(4)
Adjusted net income
______________
Year Ended December 31,
2019
2018
2017
(Dollars in thousands)
$
156,575 $
247,919 $
147,874
7,577
4,771
—
172
15,830
11,622
—
(1,632)
(838)
300
11,488
—
—
2,481
2,058
4,005
13,148
—
$
196,547 $
257,237 $
169,566
(1)
(2)
(3)
(4)
Included in Other income (expense).
Included in Interest, net.
Included in Selling, general and administrative expenses.
Includes $7.4 million in Other income (expense), $3.7 million in Income tax provision and $0.5 million in Selling, general and administrative expenses.
Weighted-average shares:
Common shares outstanding
Restricted common shares
Total weighted-average shares
Percentage of weighted-average shares:
Common shares outstanding
Restricted common shares(1)
Total
Weighted-average common shares outstanding — Basic
Effect of dilutive shares(2)
Weighted-average common shares outstanding — Diluted
Adjusted net income allocation:
Adjusted net income
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
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,
2019
2018
2017
74,477,865
77,447,263
78,219,458
495,192
476,726
556,592
74,973,057
77,923,989
78,776,050
Year Ended December 31,
2019
2018
2017
99.34%
0.66%
100.00%
99.39%
0.61%
100.00%
99.29%
0.71%
100.00%
Year Ended December 31,
2019
74,477,865
2018
77,447,263
904,417
301,356
2017
78,219,458
153,983
75,382,282
77,748,619
78,373,441
Year Ended December 31,
2019
2018
2017
(Dollars in thousands, except per share amounts)
196,547 $
257,237 $
(1,298)
(1,574)
195,249 $
255,663 $
2.62 $
2.59 $
3.30 $
3.29 $
169,566
(1,198)
168,368
2.15
2.15
$
$
$
$
(1) For the years ended December 31, 2019, 2018 and 2017, distributed and undistributed earnings to restricted shares was 0.66%, 0.61% and 0.71%, respectively, of net income. The amount of
restricted share forfeitures for all periods presented was immaterial to the allocation of distributed and undistributed earnings.
(2) For the years ended December 31, 2019, 2018 and 2017, dilutive shares represented contingently issuable shares related to the Company’s Performance Share Units (“PSUs”).
58
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-U.S. GAAP measures to supplement our U.S. 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 U.S. GAAP
measures of earnings (loss). Material limitations in making the adjustments to our earnings (loss) to calculate EBITDA, Adjusted EBITDA and ANI,
and using these non-U.S. GAAP measures as compared to U.S. GAAP net income (loss), income (loss) 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
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 (loss), income (loss) from operations or cash flows provided by or used
in operations as calculated and presented in accordance with U.S. GAAP. You should not rely on these non-U.S. GAAP measures as a substitute for
any such U.S. GAAP financial measure. We strongly urge you to review the reconciliations to U.S. GAAP net income (loss), 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 U.S. 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.
59
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, 2019 by $4.2 million and $4.2 million, respectively, over the next twelve months. As of December 31, 2019, a
hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an interest expense increase/decrease of
$4.6 million and $6.3 million, respectively, net of amounts received from our interest rate derivatives, over the next twelve months. We have an
interest rate cap to hedge approximately 70% of our floating rate interest exposure which is set at 2% and has a current notional balance of $245.0
million and reduces over time to $215.0 million. The cap matures in September 2021.
60
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 Annual Report
and appear in this Form 10-K beginning on page F-1.
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, 2019. 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, 2019.
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 Rules 13a-15(f) and 15d-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, 2019. The assessment was based on criteria established in the Internal
Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on
this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2019.
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, 2019. 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, 2019,
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
61
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Aircastle Limited
Opinion on Internal Control over Financial Reporting
We have audited Aircastle Limited and Subsidiaries’ internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria). In our opinion, Aircastle Limited and Subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2019 and 2018, 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, 2019 and the related notes
(collectively referred to as the “consolidated financial statements”) of the Company and our report dated February 13, 2020 expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s 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 the accompanying 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 are
a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Stamford, CT
February 13, 2020
62
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND 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 Annual Report. The identification of our Audit Committee and our Audit Committee financial experts will be contained under the
captions “CORPORATE GOVERNANCE - Committees of the Board of Directors - The Audit Committee” in our 2020 Proxy Statement to be filed in
connection with our 2020 Annual Meeting (the “2020 Proxy Statement”) or in an amendment to this Annual Report not later than 120 days after the
end of the fiscal year covered by this Annual Report. Information regarding our Code of Business Ethics and Conduct, any material amendments
thereto and any related waivers will be contained under the captions “CORPORATE GOVERNANCE - Code of Business Conduct and Ethics” in our
2020 Proxy Statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report.
Any information required by Item 405 of Regulation S-K will be contained under the caption "OWNERSHIP OF THE COMPANY'S COMMON
SHARES - Delinquent Section 16(a) Reports" in our 2020 Proxy Statement or in an amendment to this Annual Report not later than 120 days after the
end of the fiscal year covered by this Annual Report. All of the foregoing information is incorporated herein by reference. The Code of Business
Conduct and Ethics is posted on our website at www.aircastle.com under Investors - Corporate Governance.
ITEM 11. EXECUTIVE COMPENSATION
Information on compensation of our directors and certain named executive officers will be contained under the captions “Directors’
Compensation” and “EXECUTIVE COMPENSATION,” respectively, in our 2020 Proxy Statement or in an amendment to this Annual Report not
later than 120 days after the end of the fiscal year covered by this Annual Report. All of the foregoing information 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 will be contained
under the captions “OWNERSHIP OF THE COMPANY’S COMMON SHARES - Security Ownership of Certain Beneficial Owners” in our 2020
Proxy Statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. All
of the foregoing information is incorporated herein by reference.
Information regarding our equity compensation will be contained under the caption “COMPENSATION COMMITTEE REPORT - Equity
Compensation Plan Information” in our 2020 Proxy Statement or in an amendment to this Annual Report not later than 120 days after the end of the
fiscal year covered by this Annual Report. The foregoing information is incorporated herein by reference.
63
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 contained under the caption
“CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” in our 2020 Proxy Statement or in an amendment to this Annual Report
not later than 120 days after the end of the fiscal year covered by this Annual Report. All of the foregoing information is incorporated herein by
reference.
Information relating to director independence will be contained under the caption “CORPORATE GOVERNANCE - Director Independence” in
our 2020 Proxy Statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual
Report. The foregoing information 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 2019 and by Ernst & Young LLP, for services
rendered to Aircastle will be contained under the caption “INDEPENDENT AUDITOR FEES” in our 2020 Proxy Statement or in an amendment to
this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. The foregoing information is incorporated
herein by reference.
Information relating to the pre-approval policies and procedures of the Audit Committee will be contained under the caption “INDEPENDENT
AUDITOR FEES - Pre-Approval Policies and Procedures” in our 2020 Proxy Statement or in an amendment to this Annual Report not later than 120
days after the end of the fiscal year covered by this Annual Report. The foregoing information is incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(A)
1.
2.
3.
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, 2019 and 2018.
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017.
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017.
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017.
Notes to Consolidated Financial Statements.
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 Annual Report on Form 10-K.
64
(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
4.9
4.10
4.11
4.12
Agreement and Plan of Merger, dated as of November 5, 2019, by and among Aircastle Limited, MM Air Limited and MM Air Merger Sub
Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K on filed November 7, 2019). ^
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 April 4, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association as trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).
Indenture, dated as of November 30, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 30, 2012).
Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation
(incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015).
Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, 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
on September 26, 2016).
Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee Citigroup
Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
First Supplemental Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association,
as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
Second Supplemental Indenture, dated as of March 26, 2014, by and between Aircastle Limited and Wells Fargo Bank, National Association,
as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, 2014).
Third Supplemental Indenture, dated as of January 15, 2015, by and between Aircastle Limited and Wells Fargo Bank, National Association,
as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2015).
Fourth Supplemental Indenture, dated as of March 24, 2016, by and between Aircastle Limited and Wells Fargo Bank, National Association,
as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 24, 2016).
Fifth Supplemental Indenture, dated as of March 20, 2017, by and between Aircastle Limited and Wells Fargo Bank, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 20, 2017).
Sixth Supplemental Indenture, dated as of September 25, 2018, by and between Aircastle Limited and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 25,
2018).
4.13
Description of Aircastle Limited’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. *
E - 1
Exhibit No.
Description of Exhibit
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
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 under the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on 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 Employee Restricted Share Unit Agreement under the Amended and Restated Aircastle Limited 2005 Equity
and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 5, 2010). #
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). #
Letter Agreement, dated as of February 24, 2006, by and 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). #
Form of Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
September 8, 2017). #
Form of Amendment to Executive Employment Agreement. #*
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 on November 8, 2011).
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 on April 5, 2012).
Share Purchase Agreement, dated as of August 7, 2012, by and among Aircastle Limited and the Fortress Shareholders named therein
(incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed 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, 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 on November 30, 2012).
Third Amended and Restated Credit Agreement, dated as of March 28, 2016, 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 on May 4, 2016).
Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on May 23, 2014). #
Form of Restricted Share Agreement for Certain Executive Officers Under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2014). #
Form of Non-Officer Director Restricted Share Agreement Under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2014). #
Form of Performance Share Unit Agreement for Certain Executive Officers under the Aircastle Limited 2014 Omnibus Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2016). #
E - 2
Exhibit No.
Description of Exhibit
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Form of Restricted Share Unit Agreement Under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017). #
Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K/A filed on May 25, 2017). #
Purchase Agreement COM0270-15, dated as of June 12, 2015, by and between Aircastle Holding Corporation and Embraer S.A.
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015). Ø
Amendment No. 1 to Purchase Agreement COM0270-15, dated as of June 22, 2016, by and between Aircastle Holding Corporation and
Embraer S. A. (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
Amendment No. 2 to Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation
and Embraer S.A. (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
Amendment No. 3 to Purchase Agreement COM0270-15, dated as of January 13, 2017, by and between Aircastle Holding Corporation and
Embraer S.A. (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
Amendment No. 4 to Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and
Embraer S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø
Amendment No. 5 to Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and
Embrarer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
Amendment No. 6 to Purchase Agreement COM0270-15, dated as of June 29, 2018, by and between Aircastle Holding Corporation and
Embrarer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2018). Ø
Amendment No. 7 to Purchase Agreement COM0270-15, dated as of February 5, 2019, by and between Aircastle Holding Corporation and
Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019). ØØ
Amendment No. 8 to Purchase Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and
Embraer S.A. *ØØ
Amendment No. 1 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of November 11, 2016, by and
between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on
Form 10-K filed on February 14, 2017). Ø
Amendment No. 2 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between
Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-
Q filed on November 2, 2017). Ø
Amendment No. 3 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of February 23, 2018, by and between
Aircastle Holding Corporation and Embrarer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-
Q filed on August 7, 2018). Ø
Amendment No. 4 to Letter Agreement COM271-15 in Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between
Aircastle Holding Corporation and Embrarer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-
Q filed on August 7, 2018). Ø
Amendment No. 5 to Letter Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and
Embraer S.A. *ØØ
Letter Agreement, dated as of October 4, 2016, by and between Aircastle Advisor LLC and Aaron Dahlke (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2016). #
E - 3
Exhibit No.
Description of Exhibit
10.35
10.36
21.1
23.1
31.1
31.2
32.1
32.2
99.1
101
Retirement and Transition Agreement, dated September 17, 2018, for Michael L. Kriedberg (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on September 19, 2018). #
Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation
Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K on filed November 7, 2019).
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, 2019 *
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL
(Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2019 and 2018; (ii) Consolidated
Statements of Income for the years ended December 31, 2019, 2018 and 2017; (iii) Consolidated Statements of Comprehensive Income for
the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019,
2018 and 2017; (v) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December
31, 2019, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements*
104
_____________
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
# Management contract or compensatory plan or arrangement.
* Filed herewith.
Ø Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
^
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the
omitted schedules to the SEC upon request.
ØØ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
None.
E - 4
Index to Financial Statements
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
F - 1
Page No.
F - 2
F - 4
F - 5
F - 6
F - 7
F - 8
F - 9
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Aircastle Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Aircastle Limited and Subsidiaries (the Company) as of December 31, 2019 and
2018, 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, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and
2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13,
2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Recoverability assessment of flight equipment held for lease
Description of
the Matter
As of December 31, 2019, the Company had $7.4 billion of flight equipment held for lease. As more fully described in Note 2 to
the consolidated financial statements, flight equipment held for lease is assessed for recoverability by management on an
aircraft-by-aircraft basis annually and whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable.
Auditing the Company’s assessment of recoverability of flight equipment held for lease was complex and highly
judgmental due to the higher estimation required in determining the future undiscounted cash flows. In particular, the
undiscounted future cash flows were sensitive to changes related to significant assumptions such as the estimation of the
future projected lease rates and future maintenance cash flows.
How We
Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's
processes to determine whether the book value of each aircraft is recoverable. This included controls over management’s
review of the significant assumptions described above which are included in the Company’s recoverability analysis.
F - 2
To test the estimated undiscounted future cash flows attributable to the flight equipment held for lease, we performed audit
procedures on a sample of transactions that included, among others, evaluating and testing the significant assumptions
discussed above and the underlying data used by the Company in its analysis. Our testing of the Company’s significant
assumptions included, among others, comparing data to currently contracted lease rental and maintenance cash flows,
evaluating future projected lease rates to third party data, evaluating the timing and cost of estimated future maintenance
cash flows to manufacturers’ specifications and/or historical data. We also considered current industry and economic trends
and changes to the business. We assessed the historical accuracy of certain assumptions by performing a look back analysis.
In addition, for the assumptions that most significantly impact recoverability we performed a sensitivity analysis to evaluate
the changes to the undiscounted future cash flows from changes in the significant assumptions.
Accounting for Income Tax
Description of
the Matter
The Company is incorporated in Bermuda and leases its aircraft within over 40 countries. The Company’s income is subject
to U.S. federal, state and local income taxes, as well as foreign income tax in many of the jurisdictions it leases aircraft. As
more fully described in Note 11 to the consolidated financial statements, the Company recognized a consolidated provision
for income taxes of $22.7 million for the year ended December 31, 2019.
Auditing the Company’s income tax accounting was complex due to the complicated international tax structure maintained
by the Company. Specifically, the auditing of the application of changes in tax law and transactions to transfer, buy or sell
aircraft in foreign jurisdictions required increased auditor effort, including the use of tax professionals with specialized
skills, to evaluate the Company’s application of the tax laws in relevant jurisdictions and the related income tax.
How We
Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s
process to prepare the consolidated income tax provision. Our procedures also included, among others, an evaluation of
management’s review and consideration of the international tax structure, identification of changes to tax laws in the
various jurisdictions in which it operates and its treatment of the transactions to transfer, buy and sell aircraft.
To test the income tax related accounts, we performed audit procedures that included, among others, understanding the
Company’s tax structure as it relates to current leases through review of its organization chart and various lease documents.
We evaluated the Company’s treatment of tax law changes, if any, in the foreign jurisdictions it operates to current tax laws.
We also obtained, and assessed the completeness of, a list of transactions to transfer, purchase and sell aircraft during the
period and evaluated the tax treatment of a sample of transactions through review of the lease documents and our
assessment of the tax law. Our audit procedures were performed with the assistance of our tax professionals with
specialized skills and knowledge.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2004.
Stamford, CT
February 13, 2020
F - 3
Aircastle Limited and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)
ASSETS
Cash and cash equivalents
Restricted cash and cash equivalents
Accounts receivable
Flight equipment held for lease, net of accumulated depreciation of $1,501,664 and $1,221,985, respectively
Net investment in direct financing and sales-type leases
Unconsolidated equity method investments
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Borrowings from secured financings, net of debt issuance costs
Borrowings from unsecured financings, net of debt issuance costs
Accounts payable, accrued expenses and other liabilities
Lease rentals received in advance
Security deposits
Maintenance payments
Total liabilities
Commitments and Contingencies
SHAREHOLDERS’ EQUITY
Preference shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding
Common shares, $0.01 par value, 250,000,000 shares authorized, 75,122,129 shares issued and outstanding at
December 31, 2019; and 75,454,511 shares issued and outstanding at December 31, 2018
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
$
$
$
December 31,
2019
2018
140,882 $
14,561
18,006
7,375,018
419,396
32,974
201,209
8,202,046 $
1,129,345 $
3,932,491
172,114
108,060
124,954
682,398
6,149,362
152,719
15,134
15,091
6,935,585
469,180
69,111
214,361
7,871,181
798,457
3,962,896
153,341
87,772
120,962
739,072
5,862,500
—
—
751
1,446,664
605,269
—
2,052,684
754
1,468,779
539,332
(184)
2,008,681
$
8,202,046 $
7,871,181
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
Aircastle Limited and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
Revenues:
Lease rental revenue
Direct financing and sales-type lease revenue
Amortization of lease premiums, discounts and incentives
Maintenance revenue
Total lease revenue
Gain on sale of flight equipment
Other revenue
Total revenues
Operating expenses:
Depreciation
Interest, net
Selling, general and administrative (including non-cash share-based payment expense of
$15,830, $11,488 and $13,148, respectively)
Impairment of aircraft
Maintenance and other costs
Total operating expenses
Other income (expense):
Loss on extinguishment of debt
Other
Total other income (expense)
Income from continuing operations before income taxes and earnings (loss) of unconsolidated
equity method investment
Income tax provision
Earnings (loss) 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,
2019
2018
2017
777,403 $
32,295
(22,636)
74,987
862,049
45,532
10,357
917,938
722,694 $
35,132
(15,269)
105,738
848,295
36,766
5,290
890,351
356,021
258,070
310,850
234,504
77,034
7,404
24,828
76,025
—
8,961
721,302
25,716
(11,714)
56,128
791,432
55,167
5,188
851,787
298,664
241,231
73,604
80,430
9,077
723,357
630,340
703,006
(7,577)
(11,864)
(19,441)
—
1,636
1,636
—
(2,476)
(2,476)
175,140
22,667
4,102
156,575 $
261,647
5,642
(8,086)
247,919
$
146,305
6,042
7,611
147,874
2.09 $
3.18 $
1.88
2.06 $
3.17 $
1.22 $
1.14 $
1.87
1.06
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F - 5
Aircastle Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Net income
Other comprehensive income, net of tax:
Net derivative loss reclassified into earnings
Other comprehensive income
Total comprehensive income
Year Ended December 31,
2019
2018
2017
156,575 $
247,919 $
147,874
184
184
156,759 $
1,166
1,166
249,085 $
2,202
2,202
150,076
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
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 lease premiums, discounts and incentives
Deferred income taxes
Non-cash share-based payment expense
Cash flow hedges reclassified into earnings
Collections on direct financing and sales-type leases
Security deposits and maintenance payments included in earnings
Gain on the sale of flight equipment
Loss on extinguishment of debt
Impairment of aircraft
Other
Changes on certain assets and liabilities:
Accounts receivable
Other assets
Accounts payable, accrued expenses and other liabilities
Lease rentals received in advance
Net cash and restricted cash provided by operating activities
Cash flows from investing activities:
Acquisition and improvement of flight equipment
Proceeds from sale of flight equipment
Net investment in direct financing and sales-type leases
Collections on direct financing and sales-type leases
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales
deposits
Unconsolidated equity method investment and associated costs
Distributions from unconsolidated equity method investment in excess of earnings
Other
Year Ended December 31,
2019
2018
2017
$
156,575 $
247,919 $
147,874
356,021
310,850
298,664
14,578
22,636
20,223
15,830
184
25,842
(49,029)
(45,532)
7,577
7,404
206
(13,162)
2,594
(5,483)
19,954
536,418
14,627
15,269
(496)
11,488
1,166
—
(80,628)
(36,766)
—
—
3,032
(12,328)
5,065
10,526
32,868
522,592
19,435
11,714
(8,948)
13,148
2,202
—
(17,947)
(55,167)
—
80,430
1,476
(6,734)
(7,655)
13,857
(1,478)
490,871
(1,172,370)
(1,317,497)
(1,038,343)
361,747
—
—
760
(15,175)
36,750
4,259
338,831
(15,783)
29,961
(15,494)
(3,350)
3,900
4,745
Net cash and restricted cash used in investing activities
(784,029)
(974,687)
Cash flows from financing activities:
Repurchase of shares
Proceeds from secured and unsecured debt financings
Repayments of secured and unsecured debt financings
Deferred financing costs
Debt extinguishment costs
Security deposits and maintenance payments received
Security deposits and maintenance payments returned
Dividends paid
Net cash and restricted cash provided by (used in) financing activities
Net decrease in cash and restricted cash
Cash and restricted cash at beginning of year
Cash and restricted cash at end of year
(36,739)
2,116,848
(1,817,558)
(13,800)
(7,183)
202,833
(117,872)
(91,328)
235,201
(12,410)
167,853
(71,421)
1,413,901
(969,139)
(11,642)
—
203,925
(90,803)
(88,730)
386,091
(66,004)
233,857
$
155,443 $
167,853 $
833,576
(331,721)
32,184
(7,681)
—
—
(5,122)
(517,107)
(4,862)
675,000
(878,534)
(8,540)
—
192,830
(141,185)
(83,433)
(248,724)
(274,960)
508,817
233,857
Aircastle Limited and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
Year Ended December 31,
2019
2018
2017
Reconciliation to Consolidated Balance Sheets:
Cash and cash equivalents
Restricted cash and cash equivalents
Unrestricted and restricted cash and cash equivalents
Supplemental disclosures of cash flow information:
Cash paid during the year for interest
Cash (received) paid during the year for income taxes
Supplemental disclosures of non-cash investing activities:
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets
settled in sale of flight equipment
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets
assumed in asset acquisitions
Transfers from Flight equipment held for lease to Net investment in direct financing and sales-
type leases and Other assets
$
$
$
$
$
$
$
140,882 $
152,719 $
14,561
15,134
211,922
21,935
155,443 $
167,853 $
233,857
246,026 $
214,350 $
(656) $
6,254 $
228,125
4,576
90,397 $
71,837 $
132,585
31,958 $
63,432 $
149,100
104,838 $
11,202 $
154,213
The accompanying notes are an integral part of these consolidated financial statements.
F - 7
Aircastle Limited and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except share amounts)
Balance, December 31, 2016
Issuance of common shares to directors and employees
Repurchase of common shares from stockholders, directors and
employees
Amortization of share-based payments
Dividends declared
Net income
Net derivative loss reclassified into earnings
Balance, December 31, 2017
Issuance of common shares to stockholders, directors and employees
Repurchase of common shares from stockholders, directors and
employees
Amortization of share-based payments
Reclassification of prior year director stock award liability
Dividends declared
Net income
Adoption of accounting standard
Net derivative loss reclassified into earnings
Balance, December 31, 2018
Issuance of common shares to stockholders, directors and employees
Repurchase of common shares from stockholders, directors and
employees
Amortization of share-based payments
Reclassification of prior year director stock award liability
Dividends declared
Net income
Adoption of accounting standard
Net derivative loss reclassified into earnings
Common Shares
Shares
Amount
78,593,133
$
786
$
Additional
Paid-In
Capital
1,521,190 $
344,017
(229,187)
—
—
—
—
78,707,963
423,202
(3,676,654)
—
—
—
—
—
—
75,454,511
1,281,598
(1,613,980)
—
—
—
—
—
—
3
(2)
—
—
—
—
787
4
(37)
—
—
—
—
—
—
754
13
(16)
—
—
—
—
—
—
(3)
(4,860)
11,469
—
—
—
1,527,796
(4)
(71,384)
10,523
1,848
—
—
—
—
1,468,779
(13)
(36,723)
13,825
796
—
—
—
—
Retained
Earnings
(Deficit)
315,890 $
—
—
—
(83,433)
147,874
—
380,331
—
—
—
—
(88,730)
247,919
(188)
—
539,332
—
—
—
—
(91,328)
156,575
690
—
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
(3,552) $
—
—
—
—
—
2,202
(1,350)
—
—
—
—
—
—
—
1,166
(184)
—
—
—
—
—
—
—
184
1,834,314
—
(4,862)
11,469
(83,433)
147,874
2,202
1,907,564
—
(71,421)
10,523
1,848
(88,730)
247,919
(188)
1,166
2,008,681
—
(36,739)
13,825
796
(91,328)
156,575
690
184
Balance, December 31, 2019
75,122,129
$
751
$
1,446,664 $
605,269 $
— $
2,052,684
The accompanying notes are an integral part of these consolidated financial statements.
F - 8
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 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 (“U.S. GAAP”). The Company manages, analyzes and reports on its business and results of operations on the basis of one
operating segment: leasing, financing, selling and managing commercial flight equipment. Our chief executive officer is the chief operating decision
maker.
On November 5, 2019, Aircastle entered into an Agreement and Plan of Merger (the “Merger Agreement”), with MM Air Limited, a Bermuda
exempted company (“Parent”), and MM Air Merger Sub Limited, a Bermuda exempted company and wholly owned subsidiary of Parent (“Merger
Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with Aircastle surviving as a wholly owned
subsidiary of Parent (the “Merger”). Parent and Merger Sub are newly-formed entities controlled by affiliates of Marubeni Corporation (“Marubeni”)
and Mizuho Leasing Company, Limited (“Mizuho Leasing”). The Marubeni Corporation is a related party and owns 28.8% of the Company’s
outstanding common shares as of December 31, 2019.
Pursuant to the Merger Agreement, subject to certain conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each
issued and outstanding common share, par value $0.01 per share, of the Company (the “Common Shares”) (other than (i) shares to be canceled or
converted into shares of the surviving company pursuant to the Merger Agreement and (ii) restricted shares to be canceled and exchanged pursuant to
the Merger Agreement), shall be converted into the right to receive $32.00 in cash, without interest (the “Merger Consideration”).
Consummation of the Merger is subject to the satisfaction of certain remaining customary closing conditions, including, without limitation, (i)
approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority of the votes cast by holders of
outstanding Common Shares at a meeting of the Company’s shareholders; (ii) the receipt of any applicable pre-clearance or similar approval of certain
remaining specified jurisdictions (i.e., Chile, Mexico and Morocco), and all required regulatory approvals being in full force and effect; (iii) the
absence of any law, judgment or other legal restraint that prevents, makes illegal or prohibits the consummation of the Merger and the other
transactions contemplated by the Merger Agreement; (iv) the accuracy of each party’s representations and warranties (subject to certain
qualifications); (v) each party’s performance in all material respects of its obligations contained in the Merger Agreement; and (vi) the absence of a
material adverse effect on the Company since the date of the Merger Agreement.
The Merger Agreement includes customary representations, warranties and covenants of Aircastle, Parent, and Merger Sub. Among other things,
Aircastle has agreed to customary covenants regarding the operation of the business of Aircastle and its subsidiaries prior to the closing. Aircastle is
permitted to pay regular quarterly dividends up to $0.32 per common share pursuant to the Merger Agreement. The Company currently anticipates
that the Merger will close in the first half of calendar year 2020, subject to the satisfaction of the remaining customary closing conditions.
Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
842, Leases (“ASC 842”) which, together with all subsequent amendments, replaced the existing guidance in ASC 840, Leases (“ASC 840”). The
accounting for leases by lessors remained largely unchanged from the concepts that existed in ASC 840. The FASB decided that lessors would be
precluded from recognizing selling profit and revenue at lease commencement for any sales-type or direct financing lease that does not transfer
control of the underlying asset to the lessee. This requirement aligns the notion of what constitutes a sale in the lessor accounting guidance with that in
the revenue recognition standard, which evaluates whether a sale has occurred from the customer’s perspective.
As a result of the Company’s adoption of ASC 842, we recognized right-of-use assets and lease liabilities on our Consolidated Balance Sheet as
of December 31, 2019, for our office leases classified as operating leases under ASC 842, existing at, or entered into after, January 1, 2019. We
adopted the standard using the required “modified retrospective”
F - 9
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
approach and the available practical expedients. ASC 842 requires collections on direct financing and sales-type leases to be reported within operating
activities on our Consolidated Statement of Cash Flows for the year ended December 31, 2019. Our financial statements for comparative periods have
not been adjusted and continue to be reported in accordance with ASC 840. The standard did not have a material impact on our consolidated financial
statements and related disclosures.
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, 2019 through the date on which the consolidated financial statements included in this Form 10-K were issued.
Principles of Consolidation
The consolidated financial statements include the accounts of Aircastle and all of its subsidiaries. Aircastle consolidates four 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 financings due to changes in interest rate spreads or other market factors,
including the value of collateral underlying 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 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 U.S. 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.
Virtually all of our cash and cash equivalents and restricted cash and cash equivalents are held or managed by three major financial institutions.
F - 10
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
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% to 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 manufacturer’s 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 assets or 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.
For purchase and lease back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the
fair value of the aircraft and lease. The fair value of the lease may include a maintenance premium and a lease premium or discount.
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 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 annually during the second quarter. In addition,
a recoverability assessment is performed whenever events or changes in circumstances, or indicators, suggest 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 change in aircraft model’s storage levels, 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 lease rental and maintenance payments, future projected lease rates, transition costs, estimated down time, estimated
residual or scrap values for an aircraft, economic conditions and other factors. 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
F - 11
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, 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 Direct Financing and Sales-Type Leases
If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we recognize the lease as a direct
financing or sales-type lease. The net investment in direct financing and sales-type leases consists of the lease receivable, estimated unguaranteed
residual value of the leased flight equipment at lease-end and, for direct financing leases, deferred selling profit. For sales-type leases, we recognize
the difference between the net book value of the aircraft and the net investment in the lease as a gain or loss on sale of fight equipment. Selling profit
on a direct financing lease is deferred and amortized over the lease term, and a selling loss is recognized at lease commencement. Interest income on
our net investment in leases is recognized as Direct financing and sales-type lease revenue over the lease term in a manner that produces a constant
rate of return on the net investment in the lease.
Collectability of direct financing and sales-type leases is evaluated at lease commencement and periodically during the lease term. The
evaluation is performed at an individual customer level and, among other things, considers the credit of the lessee and the value of the underlying
aircraft. A loss allowance is established if there is evidence that we will be unable to collect all amounts due according to the contractual terms of the
lease. At December 31, 2019, we had no allowance for credit losses for our Net investment in direct financing and sales-type 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. The investment may also reflect an equity loss in the event that
circumstances indicate an other-than-temporary impairment.
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 they may also 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 than at lease inception.
F - 12
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
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 typically 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 most 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 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. The assumptions supporting
these estimates are re-evaluated annually.
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 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.
Lease Revenue Recognition
We lease flight equipment under net operating leases with lease terms typically ranging from three to seven 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 lease term using the prevailing rate at lease commencement. Changes to rate-based lease rentals are recognized in the statements of income in
the period of change. Revenue is not recognized when collection is not reasonably assured. When collectability is not probable, 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
U.S. GAAP, are excluded from net income.
F - 13
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
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 borrowings from secured and unsecured financings, net of debt issuance costs, in the
Consolidated Balance Sheets, are amortized using the interest method for amortizing loans over the lives of the relevant related debt.
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326),
Measurement of Credit Losses on Financial Instruments and related updates. The standard affects entities holding financial assets and net investments
in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments
in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the
contractual right to receive cash. The standard takes effect for annual periods beginning after December 15, 2019. The Company’s net investments in
direct financing and sales-type leases compose the financial assets principally affected by the standard. Operating lease receivables are not within the
scope of ASC 326.
Upon the Company’s adoption of ASC 326 in 2020, our net investments in direct financing and sales-type leases will be recorded in the
consolidated financial statements net of an allowance for credit losses. This allowance for credit losses will reflect the Company’s estimate of lessee
default probabilities and loss given default percentages. This estimate of expected credit losses will consider relevant information about past events,
current conditions, and reasonable and supportable forecasts that affect the collectability of reported amounts. Additional consideration will be given
for potential non-credit losses to unguaranteed residual values. We will adopt the standard using the “modified retrospective” approach with a January
1, 2020 adjustment to the opening balance of retained earnings. The adoption of the standard will not have a material impact on our consolidated
financial statements or related disclosures.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure
Requirements for Fair Value Measurement. The standard modifies certain disclosure requirements for fair value measurements as part of its
disclosure framework project. The standard is effective for annual periods beginning after December 15, 2019, including interim periods within those
fiscal years. Early adoption is permitted. The adoption of the standard will not have a material impact on our consolidated financial statements or
related disclosures.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer’s
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The standard requires a customer in a
cloud computing arrangement that is a service contract to follow the internal-use-software guidance in ASC 350-40 to determine which
implementation costs to capitalize as assets or expense as incurred. The standard is effective for annual periods beginning after December 15, 2019,
including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The adoption of the
standard will not have a material impact on our consolidated financial statements or related disclosures.
In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable
Interest Entities. The standard changes how all entities evaluate decision-making fees under the variable interest entity guidance. The standard is
applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The standard is
effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The
adoption of the standard will not have a material impact on our consolidated financial statements or related disclosures.
F - 14
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
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.
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, 2019 and 2018 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
Derivative assets
Total
Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Derivative assets
Total
$
$
$
$
Fair Value
as of
December 31,
2019
Fair Value Measurements at December 31, 2019
Using Fair Value Hierarchy
Level 1
Level 2
Level 3
Valuation
Technique
140,882 $
140,882 $
— $
14,561
115
14,561
—
—
115
—
—
—
Market
Market
Market
155,558 $
155,443 $
115 $
—
Fair Value
as of
December 31,
2018
Fair Value Measurements at December 31, 2018
Using Fair Value Hierarchy
Level 1
Level 2
Level 3
Valuation
Technique
152,719 $
152,719 $
15,134
4,886
15,134
—
4,886
— $
—
—
—
—
Market
Market
Market
172,739 $
167,853 $
4,886 $
—
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 derivative included in Level 2 consists of United States dollar-
denominated interest rate cap, and its fair value is based on the market comparisons for similar instruments. We also considered the credit rating and
risk of the counterparty providing the interest rate cap based on quantitative and qualitative factors.
For the years ended December 31, 2019 and 2018, we had no transfers into or out of Level 3.
We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. GAAP requires the application of fair value,
including events or changes in circumstances that indicate that the carrying amounts of assets may
F - 15
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
not be recoverable. Assets subject to these measurements include our investment in unconsolidated joint ventures and aircraft. 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.
We account for our investment in unconsolidated joint ventures under the equity method of accounting. Investments are recorded at cost and are
adjusted by undistributed earnings and losses and the distributions of dividends and capital. These investments are also reviewed for impairment
whenever events or circumstances indicate the fair value is less than its carrying value and the decline is other-than-temporary.
Aircraft Valuation
Transactional Impairments
On April 10, 2019, the Company early terminated the leases for seven Boeing 737NG aircraft on lease to Jet Airways (India) Limited (“Jet
Airways”) due to lessee default. As a result of these lease terminations, the Company recognized net maintenance revenue of $17,554 and impairment
charges of $7,404 in the second quarter of 2019. We did not record any transactional impairments during 2018.
Annual Recoverability Assessment
We completed our annual recoverability assessment of our aircraft in the second quarter this year. We also performed aircraft-specific analyses
where there were changes in circumstances, such as approaching lease expirations. Other than the transactional impairment discussed above, no other
impairments were recorded during 2019.
The 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.
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 aircraft were impaired as a consequence of our annual recoverability assessment. However, if our
estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates
and related assumptions used in the annual recoverability assessment are appropriate, actual results could differ from those estimates.
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 value of our senior notes is estimated using quoted market prices. The fair values of all our other financings are estimated using a
discounted cash flow analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements.
The carrying amounts and fair values of our financial instruments at December 31, 2019 and 2018 are as follows:
F - 16
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
December 31, 2019
December 31, 2018
Carrying Amount
of Liability
Fair Value
of Liability
Carrying Amount
of Liability
Fair Value
of Liability
Credit Facilities $
150,000 $
150,000 $
425,000 $
Unsecured Term Loan
ECA Financings
Bank Financings
215,000
147,644
993,593
Senior Notes
3,600,000
215,000
150,805
1,010,482
3,787,268
120,000
189,080
619,715
425,000
120,000
190,216
623,604
3,450,000
3,446,826
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, 2019
were as follows:
Year Ended December 31,
2020
2021
2022
2023
2024
Thereafter
Total
$
Amount
767,025
692,351
607,368
525,677
414,660
551,169
$
3,558,250
Geographic concentration of lease rental revenue earned from flight equipment held for lease was as follows:
Region
Asia and Pacific
Europe
Middle East and Africa
North America
South America
Total
Year Ended December 31,
2019
2018
2017
43%
27%
10%
9%
11%
36%
28%
11%
9%
16%
37%
24%
12%
8%
19%
100%
100%
100%
The classification of regions in the table above and in the tables and discussion below is determined based on the principal location of the lessee
of each aircraft.
The following table shows the number of lessees with lease rental revenue of at least 5% of total lease rental revenue and their combined total
percentage of lease rental revenue for the periods indicated:
Year Ended December 31,
2019
2018
2017
Number of
Lessees
Combined %
of
Lease Rental
Revenue
Number of
Lessees
Combined %
of
Lease Rental
Revenue
Number of
Lessees
Combined %
of
Lease Rental
Revenue
Largest lessees by lease rental revenue
2
16%
3
18%
4
24%
F - 17
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The following table sets forth revenue attributable to individual countries representing at least 10% of total revenue (including maintenance
revenue) based on each lessee’s principal place of business for the periods indicated:
Year Ended December 31,
Country
Brazil(1)
India(2)
______________
2019
2018
2017
Revenue
$
—
115,865
% of
Total
Revenue
—%
13%
Revenue
$
116,527
—
% of
Total
Revenue
13%
—%
Revenue
$
—
—
% of
Total
Revenue
—%
—%
(1) For the year ended December 31, 2018, total revenue included $72,242 of maintenance revenue related to early lease terminations with Avianca Brazil. Total revenue attributable to Brazil
was less than 10% for the years ended December 31, 2019 and 2017.
(2) For the year ended December 31, 2019, total revenue attributable to India included maintenance revenue of $14,915. Total revenue attributable to India was less than 10% for the years ended
December 31, 2018 and 2017.
Geographic concentration of net book value of flight equipment (including flight equipment held for lease and net investment in direct financing
and sales-type leases, or “net book value”) was as follows:
Region
Asia and Pacific
Europe
Middle East and Africa
North America
South America
Off-lease
Total
______________
December 31, 2019
December 31, 2018
Number of
Aircraft
94
99
16
40
26
3 (1)
278
Net Book
Value %
38%
26%
7%
13%
15%
1%
100%
Number of
Aircraft
Net Book
Value %
78
87
17
35
16
15 (2)
248
36%
27%
8%
10%
10%
9%
100%
(1) Consisted of one Airbus A320-200 aircraft, which was delivered on lease to a customer in Europe during the first quarter of 2020, one Airbus A330-200 aircraft, which is subject to a lease
commitment, and one Boeing 737-800 aircraft, which we are marketing for lease or sale.
(2) Consisted of ten Airbus A320-200 aircraft, one Airbus A330-200 aircraft, one Boeing 737-800 aircraft and one Boeing 777-300ER aircraft, all of which delivered on lease to customers
during 2019, one Airbus A330-200 aircraft, which is subject to a lease commitment, and one Airbus A320-200 aircraft, which was sold during 2019.
The following table sets forth net book value of flight equipment (includes net book value of flight equipment held for lease and net investment
in direct financing and sales-type leases) 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:
Region
India
December 31, 2019
December 31, 2018
Net Book
Value
Net Book
Value %
$
924,190
12%
Number
of
Lessees
4
Net Book
Value
Net Book
Value %
$
865,046
12%
Number
of
Lessees
4
At December 31, 2019 and 2018, the amounts of lease incentive liabilities recorded in maintenance payments on the Consolidated Balance
Sheets were $9,176 and $15,636, respectively.
F - 18
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 4. Net Investment in Direct Financing and Sales-Type Leases
At December 31, 2019, our net investment in direct financing and sales-type leases consisted of 29 aircraft. The components of our net
investment in direct financing and sales-type leases at December 31, 2019 are as follows:
Lease receivable
Unguaranteed residual value of flight equipment
Net investment in direct financing and sales-type leases
At December 31, 2019, future lease payments on direct financing and sales-type leases are as follows:
Year Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total undiscounted lease payments
Present value of lease payments - lease receivable
Difference between undiscounted lease payments and lease receivable
Note 5. Unconsolidated Equity Method Investment
We have joint ventures with an affiliate of Ontario Teachers’ Pension Plan (“Teachers’”) and with Mizuho Leasing.
Investment in joint ventures at December 31, 2017
Investment in joint ventures
Loss from joint ventures, net of tax
Distributions
Investment in joint ventures at December 31, 2018
Investment in joint ventures
Earnings from joint ventures, net of tax
Distributions
Guarantee liabilities
Investment in joint venture at December 31, 2019
Amount
164,816
254,580
419,396
Amount
59,963
43,716
33,220
27,228
8,343
16,030
188,500
(164,816)
23,684
Amount
76,982
4,115
(8,086)
(3,900)
69,111
15,175
4,102
(36,750)
(18,664)
32,974
$
$
$
$
$
$
$
During 2019, the sale of all eight aircraft held by the joint venture with Teachers’ to a single buyer was completed. Included in Other revenue is
$5,431 in fees earned in relation to the sale of all eight aircraft in our Lancaster joint venture. Guarantee liabilities in Maintenance payments and
Security deposits were offset against the investment in joint venture, as we had no further obligations due to the sale of the joint venture’s aircraft.
Teachers’, as majority shareholder, chose to liquidate the joint venture and as a result we received a distribution of $36,750 during 2019. As of
December 31, 2019, minimal assets remain in the joint venture as needed to complete its liquidation during 2020.
In 2019, we sold four aircraft to IBJ Air, in which we hold a 25% equity interest. Included in Other revenue is $1,985 in fees earned in relation to
IBJ Air’s acquisition of these four aircraft. These transactions were approved by our Audit Committee as arm’s length transactions under our related
party policy. At December 31, 2019, the net book value of the IBJ Air joint venture’s nine aircraft was $327,839.
F - 19
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Note 6. Variable Interest Entities
Aircastle consolidates four 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 six aircraft discussed below.
ECA Financings
Aircastle, through various subsidiaries, each of which is owned by a charitable trust (such entities, collectively the “Air Knight VIEs”), has
entered into six different twelve-year term loans, which are supported by guarantees from Compagnie Francaise d’ Assurance pour le Commerce
Extérieur (“COFACE”), the French government sponsored export credit agency (“ECA”). We refer to these COFACE-supported financings as “ECA
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 net investments in direct financing and sales-type leases that are eliminated in
the consolidated financial statements. The related aircraft, with a net book value as of December 31, 2019 of $376,630, were included in our flight
equipment held for lease. The consolidated debt outstanding, net of debt issuance costs, of the Air Knight VIEs as of December 31, 2019 is $145,443.
F - 20
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:
ECA Financings(1)
Bank Financings(2)
Less: Debt Issuance Costs
Outstanding
Borrowings
Number of
Aircraft
Interest Rate
Final Stated
Maturity
At December 31, 2019
At
December 31, 2018
Outstanding
Borrowings
$
147,644
993,593
(11,892)
6
3.02% to 3.96%
12/03/21 to 11/30/24
$
35
3.13% to 4.63%
06/17/23 to 01/19/26
Total secured debt financings, net of debt issuance costs
and discounts
1,129,345
41
Unsecured Debt Financings:
Senior Notes due 2019(3)
Senior Notes due 2020
Senior Notes due 2021
Senior Notes due 2022
Senior 5.00% Notes due 2023
Senior 4.40% Notes due 2023
Senior Notes due 2024
Senior Notes due 2026
Unsecured Term Loan
Revolving Credit Facilities
Less: Debt issuance costs and discounts
—
300,000
500,000
500,000
500,000
650,000
500,000
650,000
215,000
150,000
(32,509)
7.625%
5.125%
5.500%
5.000%
4.400%
4.125%
4.250%
3.359%
04/15/20
03/15/21
02/15/22
04/01/23
09/25/23
05/01/24
06/15/26
03/07/22 to 03/07/24
3.21% to 3.41%
12/27/21 to 06/27/22
189,080
619,715
(10,338)
798,457
500,000
300,000
500,000
500,000
500,000
650,000
500,000
—
120,000
425,000
(32,104)
Total unsecured debt financings, net of debt issuance costs
and discounts
3,932,491
Total secured and unsecured debt financings, net of debt
issuance costs and discounts
$
5,061,836
_______________
(1) The borrowings under these financings at December 31, 2019 have a weighted-average rate of interest of 3.58%.
(2) The borrowings under these financings at December 31, 2019 have a weighted-average fixed rate of interest of 3.82%.
3,962,896
$
4,761,353
(3) Repaid on July 15, 2019.
Secured Debt Financing:
Bank Financings
On May 1, 2019, we entered into a full recourse $320,000 secured bank financing with BNP Paribas and Société Générale in relation to eight
Airbus A320-200neo aircraft on lease with a customer in Asia. This financing bears interest at a fixed rate of 3.61% and matures in September 2024.
In addition, on May 1, 2019, we entered into a full recourse $120,000 secured bank financing with Crédit Agricole in relation to three Airbus A320-
200neo aircraft on lease with a customer in Asia. This financing bears interest at a fixed rate of 3.13% and matures in March 2025.
On June 26, 2019, we amended and restated the original loan agreement, dated October 11, 2018, with National Bank of Australia to include an
additional $40,000 in financing for two Boeing 737-800 aircraft on lease with a customer in North America. This financing bears interest at a fixed
rate of 3.14% and matures in December 2024.
F - 21
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Unsecured Debt Financings:
Senior Notes due 2026
On June 13, 2019, Aircastle issued $650,000 aggregate principal amount of Senior Notes due 2026 (the “Senior Notes due 2026”) at an issue
price of 99.515%. The Senior Notes due 2026 will mature on June 15, 2026 and bear interest at the rate of 4.250% per annum, payable semi-annually
on June 15 and December 15 of each year, commencing on December 15, 2019. Interest accrues on the Senior Notes due 2026 from June 13, 2019.
Prior to April 15, 2026, we may redeem all or part of the aggregate principal amount of the Senior Notes due 2026 at any time at a redemption
price equal to the greater of (a) 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest thereon to, but not including, the
redemption date and (b) the sum of the present values of 100% of the principal amount of the notes redeemed and the remaining scheduled payments
of interest on the notes from the redemption date through April 15, 2026 (computed using a discount rate equal to the Treasury Rate (as defined in the
indenture governing the Senior Notes due 2026) as of such redemption date plus 0.35%, plus accrued and unpaid interest thereon to, but not including,
the redemption date). In addition, on or after April 15, 2026, we may redeem all or part of the aggregate principal amount of the Senior Notes due
2026 at a redemption price equal to 100%, plus accrued and unpaid interest thereon to, but not including, the redemption date. If the Company
undergoes a change of control (as defined in the indenture governing the Senior Notes due 2026) and, as a result of the change of control, the rating of
the Senior Notes due 2026 is downgraded to below an investment grade rating by certain rating agencies in the manner specified in the indenture
governing the Senior Notes due 2026, it must offer to repurchase the Senior Notes due 2026 at a price of 101% of the principal amount thereof, plus
accrued and unpaid interest to, but not including, the purchase date. The Senior Notes due 2026 are not guaranteed by any of the Company's
subsidiaries or any third-party.
The net proceeds from the issuance were used to repay amounts drawn under our existing revolving credit facility and to redeem the balance of
our 6.25% Senior Notes due 2019, including accrued interest of $3,733 and call premium of $7,183, on July 15, 2019.
Unsecured Term Loan
On February 27, 2019, we entered into an aggregate $215,000 floating rate loan commitment with Development Bank of Japan Inc. and certain
other banks (the “Unsecured Term Loan”). This loan is split into two tranches: Tranche A for $60,000 with a three-year term; and Tranche B for
$155,000 with a five-year term. The loan contains a $750,000 minimum net worth covenant, along with other customary provisions similar to our
revolving credit facilities. This loan was funded in March 2019.
The new Unsecured Term Loan replaced our existing term loan of $120,000 that matured on April 28, 2019.
Revolving Credit Facility
On December 27, 2018, we entered into a $250,000 three-year, unsecured revolving credit facility with a group of banks based in Asia. This new
facility can be increased to a maximum of $350,000. On January 25, 2019, we increased the facility by $30,000 to $280,000. On June 20, 2019, we
further increased the facility by $20,000 to $300,000. The facility bears interest at a rate of LIBOR plus 1.50% and matures in December 2021. The
facility contains provisions similar to our existing credit facility, including a $750,000 minimum net worth covenant.
As a condition to this new facility, on January 9, 2019, we terminated our existing $135,000 revolving credit facility with a group of banks based
in Asia.
At December 31, 2019, we had $150,000 outstanding under our revolving credit facilities and had $950,000 available.
F - 22
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
Maturities of the secured and unsecured debt financings over the next five years and thereafter are as follows:
Year Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
Amount
429,324
734,330
739,934
1,417,837
981,886
802,926
5,106,237
$
$
As of December 31, 2019, we were in compliance with all applicable covenants in our financings.
Note 8. Shareholders’ Equity and Share-Based Payment
On March 21, 2017, the Board of Directors adopted the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan (the “Amended
and Restated 2014 Plan”). The Amended and Restated 2014 Plan was approved by shareholders at the Company’s 2017 Annual General Meeting of
Shareholders on May 19, 2017.
The maximum number of Common Shares reserved for issuance under the Amended and Restated 2014 Plan is 6,750,000 Common Shares.
Restricted common shares outstanding under prior plans in the amount of 333,974 shares will continue to vest subject to the terms and conditions of
the prior plans and the applicable awards agreements which are included in the below table.
The purpose of the Amended and Restated 2014 Plan is to provide an incentive to selected officers, employees, non-employee directors,
independent contractors, and consultants of the Company or its affiliates whose contributions are essential to the growth and success of the business of
the Company and its affiliates, to strengthen the commitment of such persons to the Company and its affiliates, motivate such persons to faithfully and
diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and
profitability of the Company and its affiliates. To accomplish such purposes, the Company may grant options, share appreciation rights, restricted
shares, restricted share units, share bonuses, other share-based awards, cash awards or any combination of the foregoing. The Amended and Restated
2014 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 three to five-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.
F - 23
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
A summary of the fair value of non-vested restricted common shares for the years ended December 31, 2019, 2018 and 2017 is as follows:
Non-vested Shares
Non-vested at December 31, 2016
Granted
Canceled
Vested
Non-vested at December 31, 2017
Granted
Canceled
Vested
Non-vested at December 31, 2018
Granted
Canceled
Vested
Vesting-accelerated(1)
Non-vested at December 31, 2019
_______________
Shares
(in thousands)
Weighted
Average
Grant Date
Fair Value ($)
676.7
$
315.5
(4.2)
(469.6)
518.4
$
291.9
(16.8)
(306.3)
487.2
$
303.3
(16.7)
(344.9)
(94.9)
334.0
$
17.84
22.41
20.36
18.60
19.92
21.88
21.27
19.52
21.30
19.46
21.21
20.85
32.01
20.31
(1) See “Share-based Compensation Related to Proposed Merger” below.
The fair value of the restricted common shares granted in 2019, 2018 and 2017 were determined based upon the market price of the shares at the
grant date.
Performance Share Units
During 2019, the Company issued performance share units (“PSUs”) to certain employees. These awards were made under the Amended and
Restated 2014 Plan. The PSUs are denominated in share units without dividend rights, each of which is equivalent to one common share, and are
subject to market and performance conditions and time vesting.
The PSUs granted in 2019 vest at the end of a three-year performance period which ends on December 31, 2021. Half of the PSUs vest on
achieving relative total stockholder return goals (the “TSR PSUs”) while the other half vest on attaining annual Adjusted Return on Equity goals (the
“AROE PSUs”). The table below shows the PSU awards issued during 2019, including the number of common shares underlying the awards at the
time of issuance:
TSR PSUs
AROE PSUs
Total
Minimum
Target
Maximum
—
—
—
168,784
168,780
337,564
337,568
337,560
675,128
The fair value of the time-based TSR PSUs was determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo
simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free
interest rate and dividend yield. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date
until the vesting date and the historical volatilities were estimated based on a historical time frame equal to the time from the valuation date until the
end date of the performance period. The number of TSR PSUs that will ultimately vest is based on the percentile ranking of the Company’s TSR
among the S&P Midcap 400 Index. The number of shares that will ultimately vest will range from 0% to 200% of the target TSR PSUs.
F - 24
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The following table summarizes the assumption ranges used in calculating the fair value of TSR PSUs during the following periods:
Volatility
Dividend yield
Risk-free interest rate
Year Ended December 31,
2019
2018
2017
24.8% to 32.6%
24.8% to 32.6%
29.4% to 32.6%
4.3% to 5.5%
1.4% to 2.6%
4.3% to 4.9%
0.8% to 2.6%
4.3%
0.8% to 1.5%
The number of shares vesting from the AROE PSUs at the end of the three-year performance period will depend on the Company’s Adjusted
Return on Equity as measured against the targets set by the Compensation Committee annually during the performance period, consistent with the
business plan approved by the Board. The fair value of the 2019 AROE PSUs was determined based on the closing market price of the Company’s
common shares on the date of grant reduced by the present value of expected dividends to be paid. The number of shares that will ultimately vest will
range from 0% to 200% of the target AROE PSUs.
During 2019, the Company granted a target of 225,044 PSUs of which, 168,784 are TSR PSUs and 56,260 are AROE PSUs. As of December 31,
2019, the remaining target AROE PSUs will be considered granted upon the Compensation Committee’s setting the target AROE for the respective
periods:
2018 PSUs
2019 PSUs
Remaining AROE
Target PSUs
2020
2021
5,652
40,652
—
54,092
The following table summarizes the activities for our unvested PSUs for the years ended December 31, 2019, 2018 and 2017:
Unvested at December 31, 2016
Granted(1)
Vested
Canceled/Forfeited(2)
Unvested at December 31, 2017
Granted(1)
Vested
Canceled/Forfeited(2)
Unvested as of December 31, 2018
Granted(1)
Vested
Canceled/Forfeited(2)
Vesting-accelerated(3)
Unvested as of December 31, 2019
Expected to vest after December 31, 2019
______________
(1) Also includes shares above target.
Unvested Performance Stock Units
Number of Units of
TSR PSUs
Number of Units of
AROE PSUs
TSR PSUs Weighted
Fair Value on Date of
Grant ($)
AROE PSUs
Weighted Fair
Value on Date
of Grant ($)
143,414
107,426
(50,899)
—
199,941
169,631
—
(92,515)
277,057
362,681
(235,120)
(17,624)
(164,810)
222,184
222,184
47,802 $
116,721
(57,637)
(1,697)
105,189 $
266,244
(129,522)
(26,006)
215,905 $
392,667
(188,740)
(14,363)
(382,502)
22,967 $
22,967 $
25.07 $
25.00
24.83
—
25.09 $
22.15
—
25.20
23.16 $
25.22
23.25
24.12
32.01
23.12 $
23.12 $
19.18
20.37
20.02
20.55
20.02
19.65
20.14
19.99
19.47
30.32
19.67
18.95
32.01
20.14
20.14
(2) Represents performance share units that were below target and as a result were forfeited.
(3) See “Share-based Compensation Related to Proposed Merger” below.
F - 25
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
During 2019, the Company incurred share-based compensation expense of $6,602 related to restricted common shares and $9,228 related to
PSUs.
As of December 31, 2019, the Company has unrecognized compensation cost, adjusted for actual forfeitures, of $2,965 related to non-vested
restricted common shares and $3,367 related to PSUs, which is expected to be recognized over a weighted average period of 1.96 years. In addition,
there is $15,149 of unrecognized expense due to the acceleration of RSAs and PSUs related to the Merger Agreement, which will be amortized
through the estimated closing date.
Share-based Compensation Related to Proposed Merger
In connection with the Merger, the Company reserved the right to take certain actions, following reasonable consultation with Parent, to reduce
the amount of any potential “parachute payments” subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (including
amounts payable to the Company’s executive officers), including accelerating the vesting and payment of certain equity and restricted cash awards
and the payment of certain incentive compensation payments into 2019.
Effective as of December 24, 2019, the Company accelerated the vesting and payment of certain PSUs and the vesting of certain restricted share
awards held by the Company’s executive officers provided that, as set forth in the employment agreement amendments, if the executive officer is
terminated for cause or resigns without “good reason” (as defined in the executive officer’s employment agreement) prior to the earlier of the
consummation of the Merger or the termination of the Merger Agreement, the executive officer must repay to the Company the gross amount of the
accelerated awards. In addition, the Merger Agreement contains additional repayment provisions as such if the Merger Agreement terminates.
Cash bonuses were accelerated and paid based on the target level of performance. Any difference between the amounts accelerated for PSUs or
bonuses paid in 2019 and the amounts earned based on actual performance for 2019 will be trued-up and paid to the executive officer (or repaid by the
executive officer, if applicable) on the normal payment dates for such compensation in 2020.
On May 17, 2019, our Board of Directors increased the authorization to repurchase the Company’s common shares to $100,000 from the $76,019
that was remaining under the previous authorization. During 2019, we repurchased 973,528 common shares at an aggregate cost of $18,382, including
commissions. At December 31, 2019, the remaining dollar value of common shares that may be purchased under the repurchase program is $90,351.
We also repurchased 640,452 shares totaling $18,357 from our employees and directors to settle tax obligations related to share vesting.
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, 2019:
Declaration Date
October 28, 2019
August 2, 2019
April 30, 2019
February 8, 2019
October 30, 2018
August 3, 2018
May 1, 2018
February 2, 2018
October 31, 2017
August 4, 2017
May 2, 2017
February 9, 2017
Dividend per
Common
Share
Aggregate
Dividend
Amount
Record Date
$
$
$
$
$
$
$
$
$
$
$
$
0.32 $
23,884
November 29, 2019
0.30 $
22,390
August 30, 2019
0.30 $
22,536
May 31, 2019
0.30 $
22,518
February 28, 2019
0.30 $
22,867
November 30, 2018
0.28 $
21,870
August 31, 2018
0.28 $
21,908
May 31, 2018
0.28 $
22,085
February 28, 2018
0.28 $
22,039
November 30, 2017
0.26 $
20,464
August 31, 2017
0.26 $
20,482
May 31, 2017
0.26 $
20,466
February 28, 2017
Payment Date
December 13, 2019
September 16, 2019
June 14, 2019
March 15, 2019
December 14, 2018
September 14, 2018
June 15, 2018
March 15, 2018
December 15, 2017
September 15, 2017
June 15, 2017
March 15, 2017
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. Our
unvested PSUs are contingently issuable shares which are included in our diluted earnings per share calculations which do not include voting or
dividend rights. The PSUs that vested as of December 31, 2019 are included in basic and diluted EPS as issued shares.
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
Year Ended December 31,
2019
2018
2017
74,477,865
495,192
77,447,263
476,726
78,219,458
556,592
74,973,057
77,923,989
78,776,050
99.34%
0.66%
99.39%
0.61%
99.29%
0.71%
100.00%
100.00%
100.00%
F - 27
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, 2019, 2018 and 2017 are as follows:
Earnings per common share — Basic:
Income from continuing operations
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
Income from continuing operations available to common shareholders — Basic
Weighted-average common shares outstanding — Basic
Net income per common share — Basic
Earnings per common share — Diluted:
Income from continuing operations
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
Income from continuing operations available to common shareholders — Diluted
Weighted-average common shares outstanding — Basic
Effect of diluted shares(2)
Weighted-average common shares outstanding — Diluted
Net income per common share — Diluted
_____________
Year Ended December 31,
2019
2018
2017
156,575 $
247,919 $
(1,034)
(1,517)
155,541 $
246,402 $
147,874
(1,045)
146,829
74,477,865
77,447,263
78,219,458
2.09 $
3.18 $
1.88
156,575 $
247,919 $
(1,034)
(1,517)
155,541 $
246,402 $
147,874
(1,045)
146,829
74,477,865
77,447,263
904,417
301,356
75,382,282
77,748,619
78,219,458
153,983
78,373,441
2.06 $
3.17 $
1.87
$
$
$
$
$
$
(1) For the years ended December 31, 2019, 2018 and 2017, distributed and undistributed earnings to restricted shares was 0.66%, 0.61% and 0.71%, respectively, of net income. The amount of
restricted share forfeitures for all periods present was immaterial to the allocation of distributed and undistributed earnings.
(2) For the years ended December 31, 2019, 2018 and 2017, dilutive shares represented contingently issuable shares related to the Company’s PSUs.
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 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, 2019, 2018 and 2017 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,
2019
2018
2017
9,085 $
8,104 $
166,055
253,543
2,801
143,504
175,140 $
261,647 $
146,305
$
$
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 years ended December 31, 2019, 2018 and 2017 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,
2019
2018
2017
$
782 $
2,446 $
437
1,225
2,444
7,205
2,018
11,000
20,223
(136)
3,828
6,138
2,901
759
(4,156)
(496)
$
22,667 $
5,642 $
6,503
1,913
6,574
14,990
(5,474)
(1,161)
(2,313)
(8,948)
6,042
Significant components of the Company’s deferred tax assets and liabilities at December 31, 2019, 2018 and 2017 consisted of the following:
Deferred tax assets:
Non-cash share-based payments
Net operating loss carry forwards
Other
Total deferred tax assets
Deferred tax liabilities:
Accelerated depreciation
Other
Total deferred tax liabilities
Net deferred tax liabilities
Year Ended December 31,
2019
2018
2017
$
614 $
2,182 $
69,806
72,732
143,152
(136,268)
(70,551)
(206,819)
48,660
1,795
52,637
(95,107)
(338)
(95,445)
1,899
22,804
1,272
25,975
(62,379)
354
(62,025)
$
(63,667) $
(42,808) $
(36,050)
The Company had $69,332 of net operating loss (“NOL”) carry forwards available at December 31, 2019 to offset future taxable income subject
to U.S. graduated tax rates. If not utilized, $47,850 of these carry forwards will expire by 2039, with $21,482 of these carry forwards having no
expiration date. The Company also had NOL carry forwards of $488,600 with no expiration date to offset future Irish and Mauritius 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, 2019 we have elected to permanently reinvest our
accumulated undistributed U.S. earnings of $27,970. Accordingly, no U.S. withholding taxes have been provided. Withholding tax of $1,398 would be
due if such earnings were remitted.
Our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are primarily non-U.S. corporations. These
subsidiaries generally earn income from sources outside the United States and typically are not subject to U.S. federal, state or local income taxes. The
aircraft owning subsidiaries resident in Ireland, Mauritius and the U.S. are subject to tax in those respective jurisdictions.
F - 29
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
We have a U.S.-based subsidiary which provides management services to our subsidiaries and is subject to U.S. federal, state and local income
taxes. We also have Ireland and Singapore based subsidiaries which provide management services to our non-U.S. subsidiaries and are subject to tax
in those respective jurisdictions.
Differences between statutory income tax rates and our effective income tax rates applied to pre-tax income from continuing operations at
December 31, 2019, 2018 and 2017 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
Singapore
Other low tax jurisdictions
Non-deductible expenses in the U.S.
Other
Provision for income taxes
Year Ended December 31,
2019
2018
2017
$
36,779 $
54,946 $
1,549
525
(16,950)
(99)
(28)
(2,504)
3,581
339
(41,064)
(2,567)
(3,232)
(3,246)
157
123
51,207
168
(21,517)
(2,348)
(15,839)
(5,581)
(236)
188
$
22,667 $
5,642 $
6,042
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.
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, 2019, 2018 and 2017:
Year Ended December 31,
2019
2018
2017
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
$
245,673 $
221,987 $
Amortization of deferred losses related to interest rate derivatives
Amortization of deferred financing fees and debt discount(2)
Interest expense
Less: Interest income
Less: Capitalized interest
Interest, net
______________
184
14,578
260,435
(2,365)
—
1,166
14,627
237,780
(2,943)
(333)
223,260
2,202
19,435
244,897
(3,411)
(255)
$
258,070 $
234,504 $
241,231
(1)
(2)
Included a loan termination gain of $838 related to the sale of aircraft during the year ended December 31, 2018.
Included $172 and $300 in deferred financing fees written off related to the sale of aircraft during the years ended December 31, 2019 and 2018, respectively.
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 $1,601, $2,865 and $2,143 for the years ended
December 31, 2019, 2018 and 2017, respectively.
As of December 31, 2019, 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:
Year Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
Amount
1,870
1,901
1,811
1,696
1,727
6,112
15,117
$
$
At December 31, 2019, we had commitments to acquire 31 aircraft for $1,112,825, including 25 Embraer E2 aircraft.
Remaining commitments, including $120,887 of progress payments, contractual price escalations and other adjustments for these aircraft at
December 31, 2019, net of amounts already paid, are as follows:
Year Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
$
Amount
218,916
508,424
192,506
119,131
73,848
—
$
1,112,825
As of February 10, 2020, we have commitments to acquire 31 aircraft for $1,112,825.
As of December 31, 2019, two lawsuits related to the Merger Agreement were filed against the Company by purported shareholders. The
Company has not recognized a contingent liability as a result of these lawsuits as it believes the claims asserted are without merit.
Note 14. Other Assets
The following table describes the principal components of Other assets on our Consolidated Balance Sheets as of:
December 31,
2019
2018
Deferred income tax asset
$
1,007 $
Lease incentives and premiums, net of amortization of $71,851 and $47,304, respectively
Flight equipment held for sale
Aircraft purchase deposits and progress payments(1)
Fair value of interest rate cap
Note receivable(2)
Right-of-use asset(3)
Other assets
Total other assets
F - 31
112,923
333
33,754
115
—
9,329
43,748
$
201,209 $
912
99,079
11,707
39,948
4,886
4,292
—
53,537
214,361
Aircastle Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
______________
(1)
Includes progress payments for Embraer E2 aircraft order.
(2) Related to the sale of aircraft during the year ended December 31, 2017.
(3) Net of lease incentives and tenant allowances.
Note 15. 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 Sheets as of:
Accounts payable and accrued expenses
Deferred income tax liability
Accrued interest payable
Lease liability
Lease discounts, net of amortization of $44,696 and $43,935, respectively
Total accounts payable, accrued expenses and other liabilities
December 31,
2019
2018
47,228 $
64,674
44,694
12,800
2,718
57,220
43,720
45,277
—
7,124
172,114 $
153,341
$
$
Note 16. Quarterly Financial Data (Unaudited)
Quarterly results of our operations for the years ended December 31, 2019 and 2018 are summarized below:
2019
Revenues
Net income
Basic earnings per share:
Net income
Diluted earnings per share:
Net income
2018
Revenues
Net income
Basic earnings per share:
Net income
Diluted earnings per share:
Net income
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
243,730 $
236,865 $
223,416 $
47,318 $
43,335 $
31,112 $
213,927
34,810
0.63 $
0.58 $
0.41 $
0.62 $
0.57 $
0.41 $
0.46
0.46
292,566 $
190,829 $
204,276 $
103,837 $
36,332 $
50,203 $
202,680
57,547
1.36 $
0.47 $
0.64 $
1.35 $
0.46 $
0.64 $
0.73
0.73
$
$
$
$
$
$
$
$
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 - 32
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
SIGNATURES
behalf by the undersigned, thereunto duly authorized.
Dated: February 13, 2020
Aircastle Limited
By:
/s/ Michael Inglese
Michael Inglese
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/ Michael Inglese
Chief Executive Officer and Director
Michael Inglese
/s/ Aaron Dahlke
Aaron Dahlke
/s/ James C. Connelly
James C. Connelly
/s/ Peter V. Ueberroth
Peter V. Ueberroth
/s/ Ronald W. Allen
Ronald W. Allen
/s/ Giovanni Bisignani
Giovanni Bisignani
/s/ Michael J. Cave
Michael J. Cave
/s/ Douglas A. Hacker
Douglas A. Hacker
/s/ Jun Horie
Jun Horie
/s/ Takashi Kurihara
Takashi Kurihara
/s/ Ronald L. Merriman
Ronald L. Merriman
/s/ Agnes Mura
Agnes Mura
/s/ Charles W. Pollard
Charles W. Pollard
/s/ Takayuki Sakakida
Chief Financial Officer
Chief Accounting Officer
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
February 13, 2020
Takayuki Sakakida
S - 1
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF COMMON SHARES
Exhibit 4.13
The following description sets forth certain material terms and provisions of the securities of Aircastle Limited (the “Company”) that are registered
under Section 12 of the Securities Exchange Act of 1934, as amended. The following summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, our memorandum of association and our bye-laws, copies of which are incorporated by reference as an exhibit to the
Annual Report on Form 10-K of which this Exhibit 4.13 is a part. We encourage you to read our memorandum of association and our bye-laws for additional
information.
Our authorized share capital consists of 250,000,000 common shares, par value $0.01 per share, and 50,000,000 preference shares, par value $0.01
per share. As of February 10, 2020, there were 75,085,015 shares of common shares issued and outstanding and no shares of preference shares issued and
outstanding. All of the currently outstanding common shares are fully paid.
Common Shares
Holders of common shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of common shares are entitled to one vote
per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by our bye-laws, resolutions to be
approved by holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present. Our bye-laws provide
that persons standing for election as directors at a duly constituted and quorate annual general meeting are elected by our shareholders by a plurality of the
votes cast on the resolution. There is no cumulative voting in the election of our directors, which means that the holders of a majority of the issued and
outstanding common shares can elect all of the directors standing for election, and holders of the remaining shares will not be able to elect any directors. In
the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining
after the payment of all of our debts and liabilities, subject to any liquidation preference on any issued and outstanding preference shares.
Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “AYR.”
Preference Shares
Pursuant to Bermuda law and our bye-laws, our Board of Directors (“Board”) by resolution may establish one or more series of preference shares
having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and
other relative participation, optional or other powers, preferences and rights, qualifications, limitations or restrictions as may be fixed by the Board without
any further shareholder approval. The rights with respect to a series of preference shares may be more favorable to the holder(s) thereof than the rights
attached to our common shares. It is not possible to state the actual effect of the issuance of any preference shares on the rights of holders of our common
shares until our Board determines the specific rights attached to such preference share. The effect of issuing preference shares may include, among other
things, one or more of the following:
•
•
•
•
restricting dividends in respect of our common shares;
diluting the voting power of our common shares or providing that holders of preference shares have the right to vote on matters as a class;
impairing the liquidation rights of our common shares; or
delaying or preventing a change of control of the Company.
Dividend Rights
Under Bermuda law, a company’s board of directors may declare and pay dividends from time to time unless there are reasonable grounds for
believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of its assets would
thereby be less than its liabilities. Under our bye-laws, each common share is
entitled to dividends if, as and when dividends are declared by our Board, subject to any preferred dividend right of the holders of any preference shares.
There are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S.
residents who are holders of our common shares.
Variation of Rights
If at any time we have more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the
relevant class, may be varied either: (i) with the consent in writing of the holders of 50% of the issued shares of that class; or (ii) with the sanction of a
resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons
holding or representing two-thirds of the issued shares of the relevant class is present. Our bye-laws specify that the creation or issue of shares ranking
equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, vary the rights attached to existing shares. In addition,
the creation or issuance of preference shares ranking prior to common shares will not be deemed to vary the rights attached to common shares or, subject to
the terms of any other series of preference shares, to vary the rights attached to any other series of preference shares.
Election and Removal of Directors
Our bye-laws provide that our Board shall consist of not less than three and not more than twelve directors, as the Board may from time to time
determine. Our Board currently consists of twelve directors. Our Board is divided into three classes that are, as nearly as possible, of equal size. Each class of
directors is elected for a three year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general
meeting. The current terms of the Class I, Class II and Class III directors will expire in 2019, 2020 and 2018, respectively (provided that the Class III
directors will hold office until the 2021 if elected at the 2018 annual general meeting).
Any shareholder wishing to propose for election as a director someone who is not an existing director or is not proposed by our Board must give
notice of the intention to propose the person for election. Where a person is to be proposed for election as a director at an annual general meeting by a
shareholder, that notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting prior to the
giving of the notice or, in the event the annual general meeting is called for a date that is not 25 days before or after such anniversary, the notice must be given
not later than ten days following the earlier of the date on which notice of the annual general meeting was mailed to shareholders or the date on which public
disclosure of the date of the annual general meeting was made. Where a director is to be elected at a special general meeting, that notice must be given not
later than ten days following the earlier of the date on which notice of the special general meeting was mailed to shareholders or the date on which public
disclosure of the date of the special general meeting was made. Such proposal must be made in accordance with the procedures set forth in our bye-laws.
A director may be removed with or without cause by a resolution of our shareholders, including the affirmative votes of at least 80.0% of all votes
attaching to all shares in issue entitling the holder to vote on such resolution, provided that notice of the shareholders meeting convened to remove the
director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than
fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.
Acquisition of Common Shares by the Company and Option to Require Sale of Shares
Our bye-laws provide that we have the option, but not the obligation, to require a shareholder that is not a U.S. citizen or a qualified resident of the
U.S. or of the other contracting state of the applicable tax treaty with the U.S. (as determined for purposes of the relevant provision of the limitation on
benefits article of such treaty) owning more than 5% of our issued and outstanding common shares to sell its common shares for their fair market value to us,
to other shareholders or to third parties if we determine that failure to exercise our option would result in adverse tax consequences to us or any of our
subsidiaries. Our right to require a shareholder to sell its shares will be limited to the purchase of a number of shares that our directors, in the reasonable
exercise of their discretion, determine is necessary to permit avoidance of those adverse tax consequences.
Anti-Takeover Provisions
The following is a summary of certain provisions of our bye-laws that may be deemed to have an anti-takeover effect and may delay, deter or prevent
a tender offer or takeover attempt that a shareholder might consider to be in its best interest, including those attempts that might result in a premium over the
market price for the shares held by shareholders.
The authorized but unissued common shares and our preference shares will be available for future issuance by the Board, subject to any resolutions
of the shareholders. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans. The existence of authorized but unissued common shares and preference shares could render more difficult
or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, amalgamation or otherwise.
Certain provisions of our bye-laws may make a change in control of the Company more difficult to effect. Our bye-laws provide for a staggered
Board consisting of three classes of directors. Each class of directors are chosen for three-year terms upon the expiration of their current terms and each year
one class of our directors is elected for a three-year term of office by our shareholders. The terms of the directors in the first, second and third classes will
expire in 2019, 2020 and 2018, respectively (provided that the Class III directors will hold office until the 2021 if elected at the 2018 annual general meeting).
We believe that classification of our Board will help to assure the continuity and stability of our business strategies and policies as determined by our Board.
The classified Board could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings
of shareholders, instead of one, will generally be required to effect a change in a majority of our Board. Thus, the classified Board could increase the
likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to
change control of us, even though a tender offer or change in control might be in the best interest of our shareholders. Our bye-laws provide that persons
standing for election as directors at a duly constituted and quorate annual general meeting are elected by our shareholders by a plurality of the votes cast on
the resolution. In addition, our bye-laws provide that directors may be removed with or without cause by a resolution of our shareholders, including the
affirmative votes of at least 80.0% of all votes attaching to all shares in issue entitling the holder to vote on such resolution. Our bye-laws also give us the
option, but not the obligation, to require a shareholder that is not a U.S. citizen or a qualified resident of the U.S. or of the other contracting state of the
applicable tax treaty with the U.S. (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty) owning more than
5% of our issued and outstanding common shares to sell the shareholder’s common shares to us, to another shareholder or to third parties at fair market value
if we determine that failure to exercise such option would result in adverse tax consequences to us or any of our subsidiaries.
Pursuant to our bye-laws, our preference shares may be issued from time to time, and the Board is authorized to determine the rights, preferences,
powers, qualifications, limitations and restrictions. See “- Preference Shares.”
Certain Provisions of Bermuda Law
We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to
engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated
in Bermuda dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.
Consent under the Bermuda Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for
the issue and transfer of our offered securities to and between persons resident and non-resident of Bermuda for exchange control purposes provided our
shares are listed on an appointed stock exchange, which includes the NYSE. Pursuant to the Companies Act 1981 of Bermuda, there is no requirement to file
this prospectus or any prospectus supplement with the Registrar of Companies in Bermuda. Neither the Bermuda Monetary Authority nor the Registrar of
Companies in Bermuda accepts any responsibility for our financial soundness or for the correctness of any of the statements made or opinions expressed in
this prospectus and any prospectus supplement.
In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a
shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the
shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. We
will take no notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.8
Effective Date: December ___, 2019.
Executive:
Company:
Employment Agreement:
Merger Agreement:
2019 Annual Equity Award:
[ ] (“Executive”).
Aircastle Advisor LLC, a Delaware limited liability company (the “Company”).
Reference is made to the Amended and Restated Employment Agreement, dated as of October 31,
2017, by and between the Company and Executive (the “Employment Agreement”), which is being
amended by this Amendment to Executive Employment Agreement (this “Amendment”). Capitalized
terms used but not otherwise defined herein shall have the meaning set forth in the Employment
Agreement.
Reference is made to that certain Agreement and Plan of Merger, dated as of November 5, 2019 (as it
may be amended from time to time, the “Merger Agreement”) among Aircastle Limited, a Bermuda
exempted company (“Aircastle”), MM Air Limited, a Bermuda exempted company (“Parent”) and
MM Air Merger Sub Limited, a Bermuda exempted company and wholly-owned subsidiary of Parent
(“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into
Aircastle on the closing date (the “Closing Date”), with Aircastle surviving as a wholly owned
subsidiary of Parent (the “Surviving Company”).
As permitted by the Merger Agreement, if the Closing Date does not occur by December 31, 2019, the
Annual Equity Award for 2019 shall be granted to Executive no later than March 15, 2020 in the form
of a time-based restricted cash award that shall vest and be paid no earlier than eighteen (18) months,
and no later than 36 months, following the grant date and shall be subject to the same “double-trigger”
vesting protections applicable to the Annual Equity Awards previously granted by Aircastle to
Executive in the form of restricted share awards in the ordinary course of business consistent with past
practice. The actual time-based vesting schedule of such restricted cash award shall be determined by
Aircastle (following reasonable consultation with Parent) at the time of grant, and such restricted cash
award shall be subject to the terms and conditions of the Aircastle Limited Amended and Restated
2014 Omnibus Incentive Plan (as it may be amended from time to time, the “2014 Plan”) and a
definitive restricted cash award agreement evidencing such grant.
2020 Annual Bonus Program:
As permitted by the Merger Agreement, for purposes of Section 6.08(c) of the Merger Agreement
(which provides for the payment, solely in cash, immediately prior to the Closing Date, of a pro-rated
annual bonus in respect of the year in which the Closing Date occurs
2020 LTIP Award:
based on the greater of target and actual performance through the Closing Date), the annual bonus
program for 2020 shall be established by the Company in a form that is consistent with the Company’s
annual bonus program for 2019, with the applicable performance targets set in accordance with the
metrics set forth in the business plan endorsed by the Aircastle Board of Directors, provided that the
applicable performance targets may be adjusted as necessary by Aircastle if such annual bonus
program for 2020 is ended and such pro-rated annual bonuses are paid out to employees (including
Executive) prior to the normal completion of the full performance period for such annual bonus
program.
As permitted by the Merger Agreement, if the Closing Date does not occur by December 31, 2019, the
LTIP Award for 2020 shall be granted to Executive no later than March 15, 2020 in the form of a time-
based restricted cash award that shall vest and be paid on January 1, 2021, provided that: (A) the
amount of such restricted cash award shall not exceed one-third (1/3) of the target grant date value of
the LTIP Award granted to Executive for 2019 and (B) such restricted cash award shall be subject to
“double-trigger” vesting protections upon a termination of employment by the Company without
Cause or by Executive for Good Reason. Any such restricted cash award shall be subject to the terms
and conditions of the 2014 Plan and a definitive restricted cash award agreement evidencing such
grant. Notwithstanding the foregoing, Parent and Aircastle have agreed to cooperate in good faith to
develop a new long-term incentive program to be adopted by the Surviving Company beginning in
2020 that may, with Executive’s consent, supersede and replace such time-based restricted cash award.
280G Planning/Repayment:
As permitted by the Merger Agreement, as an accommodation to Executive, Aircastle may accelerate
the vesting and payment of certain outstanding incentive awards into 2019, as described in Exhibit A
hereto.
Limited Clawback:
Executive hereby acknowledges and agrees as follows:
A.
B.
if Executive resigns his employment with the Company without Good Reason or Executive’s
employment is terminated by the Company for Cause prior to the earlier to occur of (x) the Closing
Date or (y) the termination of the Merger Agreement, then Executive shall repay to Aircastle the
gross amount of any equity incentive or restricted cash awards accelerated and paid in 2019 (as set
forth on Exhibit A hereto);
if Executive resigns his employment with the Company without Good Reason or Executive’s
employment is terminated by the Company for Cause at any time after the Merger Agreement has
been terminated, then Executive shall repay to Aircastle the net after-tax amount of any equity
incentive awards which were accelerated and paid in 2019 (as set forth on Exhibit A hereto)
that would not have otherwise vested as of Executive’s date of termination; and
C.
if the Merger Agreement has been terminated and Aircastle's Compensation Committee
determines, following the completion of the applicable performance period, that the number of
performance-based equity incentive awards which were accelerated and paid in 2019 (as set forth
on Exhibit A hereto) exceed the number of performance-based equity incentive awards that would
have otherwise vested based on actual performance through the last day of the applicable
performance period, then Executive shall repay to Aircastle the net after-tax amount of such
excess; provided that Aircastle shall exclude from the determination of actual performance for
such performance period the impact of any costs and expenses associated with the Merger
Agreement (and its termination) that would not have been incurred had the Merger Agreement
(and its termination) not arisen, in a manner that is intended to neutralize the impact of such costs
and expenses.
The net after-tax amount as described in B and C above shall be the number of shares delivered to
Executive in respect of such award(s) after net settlement to pay withholding taxes at the maximum
allowable marginal rates, or the equivalent value of such shares based on the closing price of Aircastle
shares on the business day immediately prior to the date Executive’s employment terminates or the
Compensation Committee's final determination of actual performance is made, as applicable. Such
amounts shall be payable by Executive within thirty (30) days following Executive's termination of
employment or the Compensation Committee's final determination of actual performance with respect
to the relevant performance period, as applicable.
For the avoidance of doubt, no such repayment above shall occur upon Executive’s termination of
employment by Executive with Good Reason, an election by the Company not to renew the Term,
termination without Cause, death or Disability.
Executive hereby acknowledges and agrees that none of the changes described in this Amendment
shall constitute a Good Reason event for purposes of the Employment Agreement or any other
agreement that Executive may have with Aircastle or the Company, including any equity, equity-based
or cash award agreement.
If the Merger Agreement is terminated, the compensation arrangements set forth in the Employment
Agreement prior to the date of this Amendment shall be reinstated and shall continue in full force and
effect in accordance with their terms. For the avoidance of doubt, the Limited Clawback set forth
above shall survive the termination of the Merger Agreement.
Good Reason Waiver:
Merger Agreement Termination:
Legal Fees:
Binding Agreement:
Section 409A:
The Company has retained Katzke & Morgenbesser LLP to represent Executive in connection with the
review, negotiation and execution of this Amendment and will pay Executive’s reasonable legal fees
and expenses for such firm up to $10,000. The Company will not pay or reimburse any other fees and
expenses incurred by Executive.
This Amendment is binding on the parties hereto and incorporates the provisions of Sections 6 - 12 of
the Employment Agreement. Except as expressly provided herein, the Employment Agreement shall
continue in full force and effect in accordance with its terms.
The intent of the parties is that payments under this Amendment comply with Section 409A of the
Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this
Amendment shall be interpreted and administered to be in compliance therewith. To the extent
required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts
reimbursable to Executive under this Amendment shall be paid to Executive on or before the last day
of the year following the year in which the expense was incurred and the amount of expenses eligible
for reimbursement during one year may not affect amounts reimbursable or provided in any
subsequent year. The Company makes no representation that any or all of the payments described in
this Amendment will be exempt from or comply with Section 409A of the Code and makes no
undertaking to preclude Section 409A of the Code from applying to any such payments. Executive
acknowledges that Section 409A of the Code assesses additional taxes and penalties solely on
Executive and not the Company. In the event that the parties reasonably determine that payments
under this Amendment do not comply with Section 409A of the Code, to the extent subject thereto, the
parties shall cooperate reasonably to modify this Amendment to cause such payments to comply with
Section 409A of the Code while endeavoring to retain the economic intent of its Amendment.
Governing Law:
This agreement shall be governed and controlled by and in accordance with the laws of the State of
Connecticut without regard to its conflict of laws provision.
[signature page follows]
The parties hereto knowingly and voluntarily executed this Amendment as of the above date. Aircastle is executing this Amendment
only in respect of its obligations herein with respect to its shares or any other grants under the 2014 Plan (including any restricted cash awards
referenced herein).
AIRCASTLE ADVISOR LLC
Signature: _______________________
By:
Title:
AIRCASTLE LIMITED
Signature: _______________________
By:
Title:
EXECUTIVE
Signature: _______________________
By:
[Signature Page to Amendment to Executive Employment Agreement]
EXHIBIT A
Awards Accelerated and Paid in 2019 for 280G Planning Purposes
.
Following consultation with a specialized accounting firm designated by Aircastle and authorized to provide calculations with respect to
Sections 280G and 4999 of the Code (which specialized accounting firm shall provide all necessary and desirable supporting opinion letters),
Aircastle has determined to accelerate the vesting and payment of the following awards (less applicable withholding taxes), effective on or prior
to December 31, 2019:
Award Type
Accelerated Amount (shares
or $)
Description
* For the avoidance of doubt, any difference between the amount accelerated and paid in 2019 and the actual amount payable
based on actual performance for such award, as determined in 2020 by the Compensation Committee of the Aircastle Board of
Directors, shall be trued-up and paid to Executive (or repaid by Executive, if applicable) on the normal payment date for such
awards in 2020, but in no event later than March 15, 2020.
Aircastle shall cause such accounting firm to provide, at Aircastle’s expense, any additional reasonable support necessary to provide back-up
calculations or answer inquiries from Executive related to Sections 280G and 4999 of the Code.
Exhibit 10.28
Executed Version
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.
AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0270-15
This Amendment No. 8 COM0668-19 (the "Amendment No. 8"), dated as of October 24, 2019 (“Amendment No. 8”) is between Embraer S.A.
(“Embraer”) and Aircastle Holding Corporation Limited (“Buyer”) collectively referred to herein as the “Parties”, and constitutes an
amendment and modification to Purchase Agreement COM0270-15 dated June 12th, 2015 as amended from time to time (the "Purchase
Agreement").
All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in
case of any conflict between this Amendment No. 8 and the Purchase Agreement, this Amendment No. 8 shall control.
WHEREAS, [***];
WHEREAS, [***];
WHEREAS, [***].
NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:
1. [***].
2. [***].
3. [***].
4. [***].
5. [***].
6. [***].
7. [***].
8. [***].
9. REINSTATEMENT OF PURCHASE AGREEMENT
All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically
modified by this Amendment No. 8 shall remain in full force and effect without any change.
10. COUNTERPARTS
This Amendment No. 8 may be signed by the parties hereto in any number of separate counterparts with the same effect as if the signatures
thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.
This Amendment No. 8 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.
[INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 8
to be effective as of the date first written above.
EMBRAER S.A.
AIRCASTLE HOLDING CORPORATION
LIMITED
By /s/ Nelson Salgado
Name: Nelson Salgado
Title: Executive
Vice President & CFO
By /s/ Simon Newitt
Name: Simon Newitt
Title: Vice President, Contracts
Commercial Aviation
By /s/ Stephen Quinn
Name: Stephen Quinn
Title: Director
Place: São José dos Campos - SPBrazil
Place: Stamford, CT USA
ATTACHMENT “[***]”
1. STANDARD AIRCRAFT
1.1 The E195-E2 Aircraft shall be manufactured according to [***], which although not attached hereto, is incorporated herein by
reference, and (ii) the characteristics described in the items below.
[***].
2. OPTIONAL EQUIPMENT
The Aircraft will also be fitted with the following options selected by Buyer, [***]:
[***]
3. EXTERIOR FINISHING
The fuselage of each Aircraft shall be painted according to [***], which has already been supplied to Embraer.
4. DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION [***]
The Aircraft interior configuration in terms of layout and interior monuments shall be in accordance the LOPA presented in this Attachment
“[***].”. However, in case [***].
[***]. All such definitions shall be included in a document named Customer Check List (“CCL”). The lead time to have this document
signed by the [***] shall be [***]:
[***]
5. OPTIONAL EQUIPMENT MODIFICATION
The Aircraft optional configuration in terms of optional items shall be in accordance with the options included in Article 2 of this
Attachment. However, in case [***], such changes shall be [***].
[***]
6. BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)
In case [***], the following shall [***], the [***], as well as any other [***], shall be [***].
[***].
7. EMBRAER RIGHT TO PERFORM FOR BUYER
[***].
8. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:
The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT
protocol coding shall be supplied to Embraer by Buyer [***].
In case [***], Embraer shall be entitled to [***].
9. EXPORT CONTROL ITEMS
The Aircraft contain certain equipment subject to export control under the United States of America law, which may require specific export
control license (such as the ones equipped in the current generation of E-Jet’s, the IESI - Integrated Electronic Standby Instrument System
with an embedded QRS-11 gyroscopic microchip and the IRU - Inertial Reference Unit).
Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may
require prior authorization from the US Government.
IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF
THIS ATTACHMENT “[***]” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS
ATTACHMENT “[***]” SHALL PREVAIL [***].
Exhibit 10.33
Executed Version
Certain identified information marked with '"[***]" has been omitted from this document because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.
AMENDMENT No. 5 TO THE LETTER AGREEMENT COM0271-15
This Amendment No.5 COM0868-19 (the "Amendment No. 5") dated as of October 24, 2019 is between Embraer S.A. ("Embraer") and
Aircastle Holding Corporation Limited ("Buyer"), collectively referred to herein as the "Parties", and constitutes an amendment and
modification to Letter Agreement COM0271-15 dated June 12, 2015 as amended from time to time (the "Letter Agreement").
All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Letter Agreement and in
case of any conflict between this Amendment No. 5 and the Letter Agreement, this Amendment No. 5 shall control.
WHEREAS, [***].
NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:
1. [***]
[***].
2. REINSTATEMENT OF LETTER AGREEMENT
All other provisions and conditions of the referenced Letter Agreement, as well as its related Attachments, which are not specifically modified
by this Amendment No. 5 shall remain in full force and effect without any change.
3. COUNTERPARTS
This Amendment No. 5 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures
thereto and hereto were upon the "same instrument and all of which when taken together shall constitute one and the same instrument.
This Amendment No. 5 may be signed by facsimile or email electronic signature with originals duly signed to follow by an internationally
recognized courier.
[INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 5 to be
effective as of the date first written above.
EMBRAER S.A.
AIRCASTLE HOLDING CORPORATION
LIMITED
By /s/ Nelson Salgado
Name: Nelson Salgado
Title: Executive
Vice President & CFO
By /s/ Simon Newitt
Name: Simon Newitt
Title: Vice President, Contracts
Commercial Aviation
By /s/ Stephen Quinn
Name: Stephen Quinn
Title: Director
Place: São José dos Campos - SPBrazil
Place: Stamford, CT USA
ATTACHMENT "B"
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE
1.
FERRY FLIGHT ASSISTANCE
Embraer will make available to Buyer or Buyer’s Lessee [***] the services of a third party representative at the airport in which the
Aircraft will make the last stop in Brazilian territory, to assist Buyer’s or Buyer’s Lessee crew in its process to clear customs in Brazil.
Such services do not include handling services such as refueling, ground equipment and communications and Buyer or Buyer’s Lessee
shall hire such services from a handling service company. Buyer or Buyer’s Lessee shall also be responsible for [***] required for the
ferry flight. [***].
1.1
If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for the ferry flight between Brazil and
final destination, Embraer will make available, upon Buyer’s or Buyer’s Lessee’s written request, a standard and serviceable ferry
equipment to Buyer or Buyer’s Lessee (hereinafter the “Kit”) at no charge, except as set forth below. In this case, Buyer or Buyer’s
Lessee shall immediately upon the Aircraft arrival at its final destination, remove the Kit from the Aircraft and return it to a freight
forwarder agent as determined by Embraer, in FCA (Free Carrier - Incoterms 2010) condition.
In case Embraer provides the Kit to Buyer or Buyer’s Lessee and irrespective of whether (i) the Kit is utilized, whether totally or not,
such decision to be taken in Embraer’s reasonable discretion, or (ii) the Kit is not used and in either the case of (i) or (ii), is not returned
to Embraer freight forwarder agent complete and in the same condition as it was delivered to Buyer or Buyer’s Lessee within [***]
after Aircraft arrival in final destination, Buyer or Buyer’s Lessee shall [***] shall become the property [***]. In addition, if [***] after
such period shall not be an Embraer obligation.
2.
PRODUCT SUPPORT PACKAGE
2.1
MATERIAL SUPPORT
2.1.1
SPARES POLICY
Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and their accessories but
including the landing gear, APU and their accessories, hereinafter referred to as "Spare(s)", for the Aircraft for a period of [***].
Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery schedule and effective price on the
date of acceptance by Embraer of a purchase order placed by Buyer [***]. The Spares may be supplied either by Embraer in Brazil or
through its subsidiaries or distribution centers located abroad.
The sale and export of Spares to Buyer or Buyer’s Lessee may be subject to export controls and other export documentation
requirements of the United States and other countries. Buyer and Buyer’s Lessee shall agree that neither Embraer nor any of its
subsidiaries, affiliates or Vendors shall be liable for failure to provide Spares and/or services, including without limitation the
Services, under this Agreement or otherwise as a result of any ruling, decision, order, license, regulation, or policy of the competent
authorities prohibiting the sale, export, re-export, transfer, or release of a Spare or its related technology. Buyer and Buyer’s Lessee
shall comply with any conditions and requirements imposed by the competent authorities and, upon Embraer’s request, shall execute
and deliver to Embraer any relevant end-user certificates.
Export of (i) IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11
gyroscopic microchip used for emergency backup and flight safety information and (ii) IRU (Inertial Reference Unit) manufactured
by Honeywell International are subject to export control under United States law. Transfer or re-export of such items, as well as their
related technology and software, may require prior authorization from the U.S. Government.
2.1.2 RSPL
Upon Buyer's Lessee’s request, Embraer shall present to Buyer’s lessee a recommended Spare provisioning list (the "RSPL"). The
objective of the RSPL is to provide Buyer’s Lessee with a detailed list of Spares that will be necessary to support the initial operation
and maintenance of the Aircraft by Buyer’s Lessee. Such recommendation will be based on the experience of Embraer and on the
operational parameters established by Buyer’s Lessee.
Embraer will provide a qualified team to attend pre-provisioning conferences as necessary to discuss Buyer’s Lessee requirements
and the RSPL as well as any available spare parts support programs offered by Embraer. Such meeting shall be held at a mutually
agreed upon place and time, but in no event less than [***].
[***] directly from Vendors. Spares contained in the RSPL for which Buyer’s Lessee places a purchase order with Embraer (the "IP
Spares") will be delivered by Embraer to Buyer’s Lessee within [***] in FCA (Free Carrier - Incoterms 2010) condition, at the port
of clearance indicated by Embraer.
In order to ensure the availability of IP Spares in accordance with the foregoing at the time of entry into service of the first Aircraft to
Buyer’s Lessee, Buyer shall be responsible to cause Buyer’s Lessee to commit to place a purchase order with Embraer for those IP
Spares Buyer’s Lessee has decided to acquire from Embraer, as soon as practical and in any event not less than [***] prior to the
Contractual Delivery Date of the first Aircraft to each Buyer’s Lessee. [***] Buyer shall be responsible to cause Buyer’s Lessee to
demonstrate that it has acquired or ordered IP Spares from sources other than Embraer to complement the RSPL in a timely manner.
2.1.3 OTHER SPARES SERVICES
AOG services: Embraer will maintain a call center for the AOG services, twenty four (24) hours a day, seven (7) days a week. All the
contacts with the call center can be made through regular direct lines in Brazil (phone and fax), e-mail and also through the
FlyEmbraer e-commerce system in case Buyer subscribes to this service. The information concerning regular direct lines and e-mail
address shall be obtained through the Customer Account Manager designated to Buyer’s Lessee by Embraer or through Embraer’s
Customer Service offices.
Embraer will, subject to availability, deliver Spares requested as AOG orders in FCA (Free Carrier - Incoterms 2010) condition, at
the Embraer’s facility nearest to the Buyer’s Lessee premises informed in Buyer’s Lessee’s shipping instructions.
Routine and/or critical Spares: Embraer will deliver routine and/or critical Spares (other than AOG Spares) in FCA condition,
Embraer’s facility, from the location were such Spares are available. Routine and/or critical Spares shall be delivered according to
their lead times, depending upon the purchase order priority. All Spares will be delivered with the respective authorized release
certificate or any similar document issued by a duly authorized person.
2.2
AIRCRAFT TECHNICAL PUBLICATIONS:
2.2.1
EMBRAER PUBLICATIONS [***]
Embraer shall provide [***] (the “Technical Publications”).
Embraer shall provide, [***]. Access to such publications [***] shall be available at the then prevailing Embraer’s list price. The use
of Technical Publications obtained from FlyEmbraer is subject to prior approval of the relevant airworthiness authorities.
[***].
2.2.2 VENDOR PUBLICATIONS
The technical publications regarding parts, systems or equipment supplied by Vendors and installed by Embraer in the Aircraft during
the manufacturing process, will be supplied to Buyer and Buyer’s Lessee directly by such Vendors, in their original content and
available format/media and/or on-line access, as the case may be. Vendors are also responsible to keep publications updated through
a direct communication system with Buyer and Buyer’s Lessee. Embraer shall use commercially reasonable efforts to cause Vendors
to supply their respective technical publications in a prompt and timely manner.
2.2.3
The Parties further understand and agree that in the event Buyer elects not to take all or any one of the Technical Publications of
Software above mentioned, or revisions thereof, no refund or other financial adjustment of the Aircraft Basic Price will be made.
2.3
SERVICES
[***] except as set forth below, Embraer shall provide the Services described in this Article 2.3, in accordance with the terms and
conditions below. Buyer shall have the right to [***]:
2.3.1
Familiarization Programs:
a. The familiarization programs specified below are offered [***] except for any travel, board and lodging expenses [***]
whether imposed by the Airworthiness Authority or other authority [***].
b. The familiarization programs shall, at Embraer’s criteria, be conducted [***]. Such familiarization programs shall be in
accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. [***] shall be
solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval.
c. All familiarization programs shall be provided at the training centers of Embraer, Flight Safety International or other Embraer
designated training provider at its respective training center or in such other location as Embraer, Flight Safety International or
other Embraer designated training provider may reasonably indicate. Buyer or Buyer’s Lessee shall be responsible for all costs
and expenses related to the training services (including but not limited to instructor travel tickets, local transportation, lodging,
per diem and non-productive days), in the event Buyer or Buyer’s Lessee requires that any training services be carried outside
such indicated training facilities.
d. Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to
familiarize Buyer or any Buyer’s Lessee pilots, mechanics, employees or representatives with the operation and maintenance of
the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer or any Buyer’s
Lessee.
e. Any trainee appointed by Buyer or Buyer’s Lessee for participation in any of the familiarization programs shall be duly
qualified per the governing body in the country of Buyer’s or Buyer’s Lessee’s operation and fluent in the English language as
all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also
[***] as applicable, [***]. Neither Embraer, Flight Safety International nor other Embraer designated training provider make
any representation or give any guarantee regarding the successful completion of any training program by Buyer’s or Buyer’s
Lessee’s trainees, for which Buyer or Buyer’s Lessee shall be solely responsible.
f. The familiarization programs [***] shall be carried out [***]. Substitutions of appointed trainees will not be accepted during
this period.
g. Training entitlements regarding each Aircraft that remain unused up to [***] shall expire [***].
h. The familiarization programs referred to above covers:
h.1 One (1) pilot familiarization program [***].
h.2 One (1) maintenance familiarization course [***].
h.3 One (1) qualified flight attendant familiarization program [***].
i. The presence of Buyer’s or Buyer’s Lessee’s authorized trainees shall be allowed exclusively in those areas related to the
training hereof and Buyer and each Buyer’s Lessee shall hold harmless Embraer from and against all and any kind of liabilities
in respect of such trainees to the extent permitted by law.
2.3.2 On site support:
a.
Embraer shall provide the following on site support services:
[***] Embraer shall provide Buyer with field support representative (“FSR”)
Such FSR shall be indicated or substituted by Embraer at its sole discretion. [***].
[***].
b.
c.
d.
e.
f.
g.
h.
i.
j.
The sole purpose of the start-up team members is to advise and assist with [***].
[***] shall provide such FSR (hereinafter defined as “Embraer Rep”) with communication services (international telephone
line, facsimile, internet service and photocopy equipment) as well as suitable secure and private office facilities and related
equipment including desk, table, chairs and file cabinet [***].
During the stay of Embraer Rep at [***] shall permit access to the maintenance and operation facilities as well as to the data
and files of [***].
Embraer shall [***].
The Embraer Rep shall not participate in test flights or flight demonstrations without the previous written authorization from
Embraer.
The Parties further understand and agree that in the event Buyer elects not to take all or any portion of the on site support
provided for herein, no [***]. Any other additional on site support shall depend on mutual agreement between the Parties and
shall be charged by Embraer accordingly.
The presence of Embraer Rep shall be allowed exclusively in those areas related to the subject matter hereof [***].
Embraer may, at its own cost and without previous notice to Buyer or, Buyer’s Lessee substitute at its sole discretion the
Embraer Reps rendering the Services at any time during the period in which Services are being rendered.
The rendering of the Services by Embraer’s Rep shall, at all times, be carried out in compliance with the applicable labor
legislation.
During the rendering of the Services, while on the premises of any Buyer’s Lessee, Embraer Reps shall strictly follow the
administrative routines and proceedings of such Buyer’s Lessee, which shall have been expressly and clearly informed to
Embraer Reps upon their arrival at said premises.
k.
Embraer shall have the right to interrupt the rendering of the Services (i) should any situation occur which, at the sole
discretion of Embraer, could represent a risk to the safety or health of Embraer Reps or (ii) upon the occurrence of any of the
following events: strike, insurrection, labor disruptions or disputes, riots, or military conflicts. Upon the occurrence of such an
interruption, Embraer shall resume the rendering of the Services for the remainder period immediately after having been
informed by Buyer or Buyer’s Lessee, in writing, of the cessation thereof. No such interruption in the rendering of the Services
shall give reason for the extension of the Services beyond the periods identified above.
2.3.3 Account Manager:
Embraer shall assign one (1) non-dedicated Account Manager to support Buyer and each Buyer’s Lessee shortly after execution of
the Purchase Agreement and to support the operations of all Aircraft in the fleets of Buyer or Buyer’s Lessees in revenue service for
passenger transportation. The Account Manager will be responsible for coordinating all product support related actions of Embraer
aiming to assure a smooth Aircraft introduction into service and, thereafter, for concentrating and addressing all issues concerning the
operation of the Aircraft by Buyer or each Buyer’s Lessee. A team composed of regional technical representatives, regional spare
parts representatives and regional field engineers, as necessary and applicable, shall support the Account Manager.
2.3.4 Remote Technical and Engineering Support
Embraer shall provide remote technical and engineering support services, [***].
Technical and engineering support is also available to assist Buyer and each Buyer’s Lessee in performing structural repairs on the
Aircraft. Such assistance consists of [***]. This support shall be provided on an individual event basis and Embraer may charge
Buyer and Buyer’s Lessee for the rendering of such assistance.
2.3.5
Insurance
As a condition precedent to any Embraer support with respect to any Aircraft pursuant to this Attachment B [***], in accordance
with the clauses contained in Exhibit “1” to this Attachment and [***].
2.4
DISCLOSURE OF [***]
Buyer shall not [***].
2.5
INDEMNITY
To the extent permitted by law, Buyer agrees [***] indemnify and hold harmless Embraer, its subsidiaries, affiliates, and their
respective officers, directors, agents, employees, representatives and assignees (“Indemnified Parties”) from and against all liabilities,
damages, losses, judgments, claims and suits, including costs and expenses incident thereto, which may be suffered by, accrued against,
be charged to or recoverable from the Indemnified Parties by reason of loss or damage to property, including the Aircraft, or by reason
of injury or death of any person resulting from or in any way connected with the performance of the Services by the Indemnified
Parties for or on behalf of Buyer or Buyer’s Lessee, as applicable, related to Aircraft delivered by Embraer to Buyer, any other services
related to the Services such as technical operations, maintenance, and training services and assistance performed while on the premises
of Embraer, Buyer or Buyer’s Lessee, as applicable, while in flight or while performing any such activities, at any place, in conjunction
with the Aircraft operations of Buyer or Buyer’s Lessee, as applicable (collectively referred to as "Indemnified Services") but for those
liabilities, damages, losses, judgments, claims and suits which are caused by gross negligence or willful misconduct on the part of the
Indemnified Parties, in rendering the Indemnified Services.
EXHIBIT 1 TO ATTACHMENT “B” - SPECIAL INSURANCE CLAUSES
Buyer shall include the following clauses in its [***]:
a)
b)
c)
[***].
[***].
Notwithstanding anything to the contrary as specified in the Policy or any endorsement thereof, the coverage stated in paragraphs a) and
b) above, shall not be cancelled or modified by the Insurer, without [***] written notice to Embraer to such effect.
This Endorsement attaches to and forms part of Policy No. ______________, and is effective from the ____ day of ______, 20__.
[***]
ATTACHMENT "[***]"
[***]
ATTACHMENT "[***]"
[***]
[***]
Subsidiaries of Aircastle Limited
As of December 31, 2019
Name of Subsidiary
ACS 2007-1 Limited
ACS 2008-1 Limited
ACS 2016 Funding (Bermuda) Limited
ACS 2016 Funding (Ireland) Limited
ACS Aircraft Finance Ireland 2 Limited
ACS Aircraft Finance Ireland 3 Limited
AHCL Two Limited
AYR Bermuda Limited
AYR Delaware LLC
AYR Freighter LLC
AYR Ireland Holdco Limited
Aircastle Advisor Asia Pacific Limited
Aircastle Advisor (International) Limited
Aircastle Advisor (Ireland) Limited
Aircastle Aviation US LLC
Aircastle Aviation US Two LLC
Aircastle Advisor LLC
Aircastle Bermuda Securities Limited
Aircastle Funding (Ireland) Designated Activity Company
Aircastle Holding Corporation Limited
Aircastle Investment Holdings 2 Limited
Aircastle Investment Holdings 3 Limited
Aircastle Singapore Pte. Limited
Aircraft MSN EMB 1 LLC
Aircraft MSN EMB 2 LLC
Aircraft MSN EMB 3 LLC
Aircraft MSN EMB 4 LLC
Aircraft MSN EMB 5 LLC
Aircraft MSN EMB 6 LLC
Aircraft MSN EMB 7 LLC
Aircraft MSN EMB 8 LLC
Aircraft MSN EMB 9 LLC
Aircraft MSN EMB 10 LLC
Aircraft MSN EMB 11 LLC
Aircraft MSN 313 LLC
Aircraft MSN 997 LLC
Aircraft MSN 1006 LLC
Aircraft MSN 1012 LLC
Aircraft MSN 1055 LLC
Aircraft MSN 1132 LLC
Aircraft MSN 1162 LLC
Aircraft MSN 1177 LLC
Aircraft MSN 1179 LLC
Aircraft MSN 1244 LLC
Aircraft MSN 1258 LLC
Aircraft MSN 1259 LLC
Aircraft MSN 1261 LLC
Aircraft MSN 1279 LLC
Aircraft MSN 1295 LLC
Aircraft MSN 1308 LLC
Aircraft MSN 1322 LLC
Aircraft MSN 1329 LLC
Aircraft MSN 1364 LLC
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
Exhibit 21.1
Jurisdiction
Bermuda
Bermuda
Bermuda
Ireland
Ireland
Ireland
Bermuda
Bermuda
Delaware
Delaware
Ireland
Bermuda
Bermuda
Ireland
Delaware
Delaware
Delaware
Bermuda
Ireland
Bermuda
Bermuda
Bermuda
Singapore
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
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
72.
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
90.
91.
92.
93.
94.
95.
96.
97.
98.
99.
100.
101.
102.
103.
104.
105.
106.
107.
108.
109.
110.
Name of Subsidiary
Aircraft MSN 1411 LLC
Aircraft MSN 1466 LLC
Aircraft MSN 1572 LLC
Aircraft MSN 1481 LLC
Aircraft MSN 1655 LLC
Aircraft MSN 1674 LLC
Aircraft MSN 1673 LLC
Aircraft MSN 1742 LLC
Aircraft MSN 1780 LLC
Aircraft MSN 1836 LLC
Aircraft MSN 1989 LLC
Aircraft MSN 1913 LLC
Aircraft MSN 2002 LLC
Aircraft MSN 2004 LLC
Aircraft MSN 2098 LLC
Aircraft MSN 2104 LLC
Aircraft MSN 2220 LLC
Aircraft MSN 2248 LLC
Aircraft MSN 2254 LLC
Aircraft MSN 2310 LLC
Aircraft MSN 2357 LLC
Aircraft MSN 2381 LLC
Aircraft MSN 2391 LLC
Aircraft MSN 2401 LLC
Aircraft MSN 2472 LLC
Aircraft MSN 2488 LLC
Aircraft MSN 2495 LLC
Aircraft MSN 2563 LLC
Aircraft MSN 2565 LLC
Aircraft MSN 2578 LLC
Aircraft MSN 2605 LLC
Aircraft MSN 2636 LLC
Aircraft MSN 2646 LLC
Aircraft MSN 2677 LLC
Aircraft MSN 2691 LLC
Aircraft MSN 2715 LLC
Aircraft MSN 2742 LLC
Aircraft MSN 2744 LLC
Aircraft MSN 2754 LLC
Aircraft MSN 2756 LLC
Aircraft MSN 2765 LLC
Aircraft MSN 2769 LLC
Aircraft MSN 2777 LLC
Aircraft MSN 2779 LLC
Aircraft MSN 2782 LLC
Aircraft MSN 2792 LLC
Aircraft MSN 2795 LLC
Aircraft MSN 2803 LLC
Aircraft MSN 2818 LLC
Aircraft MSN 2822 LLC
Aircraft MSN 2928 LLC
Aircraft MSN 2956 LLC
Aircraft MSN 3045 LLC
Aircraft MSN 3117 LLC
Aircraft MSN 3157 LLC
Aircraft MSN 3182 LLC
Aircraft MSN 3209 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
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
111.
112.
113.
114.
115.
116.
117.
118.
119.
120.
121.
122.
123.
124.
125.
126.
127.
128.
129.
130.
131.
132.
133.
134.
135.
136.
137.
138.
139.
140.
141.
142.
143.
144.
145.
146.
147.
148.
149.
150.
151.
152.
153.
154.
155.
156.
157.
158.
159.
160.
161.
162.
163.
164.
165.
166.
167.
Name of Subsidiary
Aircraft MSN 3277 LLC
Aircraft MSN 3278 LLC
Aircraft MSN 3223 LLC
Aircraft MSN 3291 LLC
Aircraft MSN 3338 LLC
Aircraft MSN 3421 LLC
Aircraft MSN 3443 LLC
Aircraft MSN 3450 LLC
Aircraft MSN 3486 LLC
Aircraft MSN 3524 LLC
Aircraft MSN 3543 LLC
Aircraft MSN 3582 LLC
Aircraft MSN 3628 LLC
Aircraft MSN 3637 LLC
Aircraft MSN 3667 LLC
Aircraft MSN 3673 LLC
Aircraft MSN 3690 LLC
Aircraft MSN 3762 LLC
Aircraft MSN 3911 LLC
Aircraft MSN 4070 LLC
Aircraft MSN 4077 LLC
Aircraft MSN 4088 LLC
Aircraft MSN 4968 LLC
Aircraft MSN 5010 LLC
Aircraft MSN 5127 LLC
Aircraft MSN 5598 LLC
Aircraft MSN 5796 LLC
Aircraft MSN 6077 LLC
Aircraft MSN 6201 LLC
Aircraft MSN 6253 LLC
Aircraft MSN 7160 LLC
Aircraft MSN 7316 LLC
Aircraft MSN 7791 LLC
Aircraft MSN 25702-2 LLC
Aircraft MSN 27137 LLC
Aircraft MSN 28623 LLC
Aircraft MSN 29345 LLC
Aircraft MSN 29346 LLC
Aircraft MSN 29356 LLC
Aircraft MSN 29918 LLC
Aircraft MSN 29920 LLC
Aircraft MSN 30295 LLC
Aircraft MSN 30687 LLC
Aircraft MSN 30702 LLC
Aircraft MSN 30710 LLC
Aircraft MSN 32457 LLC
Aircraft MSN 32704 LLC
Aircraft MSN 32705 LLC
Aircraft MSN 33030 LLC
Aircraft MSN 33212 LLC
Aircraft MSN 33380 LLC
Aircraft MSN 33417 LLC
Aircraft MSN 34409 LLC
Aircraft MSN 35022 LLC
Aircraft MSN 35082 LLC
Aircraft MSN 35093 LLC
Aircraft MSN 35233 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
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Name of Subsidiary
Aircraft MSN 35236 LLC
Aircraft MSN 35237 LLC
Aircraft MSN 35679 LLC
Aircraft MSN 35680 LLC
Aircraft MSN 36826 LLC
Aircraft MSN 36829 LLC
Aircraft MSN 36808 LLC
Aircraft MSN 36821 LLC
Aircraft MSN 37294 LLC
Aircraft MSN 37742 LLC
Aircraft MSN 37887 LLC
Aircraft MSN 38019 LLC
Aircraft MSN 38494 LLC
Aircraft MSN 38683 LLC
Aircraft MSN 38686 LLC
Aircraft MSN 40713 LLC
Aircraft MSN 41522 LLC
Aircraft MSN 19000484 LLC
Aircraft MSN 19000575 LLC
Aircraft MSN 19000588 LLC
Aircraft MSN 19000609
Aircraft MSN 19000628
ALC B378 33104, LLC
ALC B378 34242, LLC
Anfield Funding Limited
Blue Coast Aircraft Leasing (France) Sarl
Constellation Aircraft Leasing (France) SARL
Constitution Aircraft Leasing (Ireland) 3 Limited
Constitution Aircraft Leasing (Ireland) 4 Limited
Constitution Aircraft Leasing (Ireland) 5 Limited
Constitution Aircraft Leasing (Ireland) 9 Limited
Constitution Aircraft Leasing (Ireland) 10 Limited
Constitution Aircraft Leasing (Ireland) 1086 Limited
Delphie Aircraft Leasing Limited
Dolphin Leasing (Ireland) Limited
Dunvegan Aircraft Leasing (Ireland) Limited
Endeavor Aircraft Leasing (Sweden) AB
Endeavor Aircraft Leasing (Sweden) 2 AB
Endeavor Aircraft Leasing (Sweden) 3 AB
Enterprise Aircraft Leasing (France) SARL
Gold Coast Aircraft Leasing (France) Sarl
Grayston Aircraft Leasing Limited
Haneda Aircraft Leasing (Norway) AS
Intrepid Aircraft Leasing (France) SARL
Jakarta Aircraft Leasing (Ireland) Limited
Java Aircraft Leasing (France) SARL
Kale Aircraft Leasing (Ireland) Limited
Klaatu Aircraft Leasing (Ireland) Limited
Koala Aircraft Leasing (Ireland) Limited
Macleod Aircraft Leasing (Labuan) Limited
Macstay Aircraft Leasing Limited
Marrow Aircraft Leasing (Ireland) Limited
Medan Aircraft Leasing (Ireland) Limited
Melbourne Aircraft Leasing (UK) Limited
Merdeka Aircraft Leasing (Labuan) Limited
Momo Aircraft Leasing Limited
Orchard Aviation (41521) Pte. Ltd.
168.
169.
170.
171.
172.
173.
174.
175.
176.
177.
178.
179.
180.
181.
182.
183.
184.
185.
186.
187.
188.
189.
190.
191.
192.
193.
194.
195.
196.
197.
198.
199.
200.
201.
202.
203.
204.
205.
206.
207.
208.
209.
210.
211.
212.
213.
214.
215.
216.
217.
218.
219.
220.
221.
222.
223.
224.
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
Bermuda
France
France
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Bermuda
Ireland
Ireland
Sweden
Sweden
Sweden
France
France
Cayman Islands
Norway
France
Ireland
France
Ireland
Ireland
Ireland
Labuan
Bermuda
Ireland
Ireland
United Kingdom
Labuan
Bermuda
Singapore
225.
226.
227.
228.
229.
230.
231.
232.
233.
234.
235.
236.
237.
238.
239.
240.
Name of Subsidiary
Orchard Aviation (A330) Pte. Ltd.
Orchard Aviation 41522 (UK) Limited
Penguin Leasing (Ireland) Limited
Perdana Aircraft Leasing (Labuan) Limited
Platypus Aircraft Leasing (Ireland) Limited
Salmon Aircraft Leasing (Ireland) Limited
Sulaco Aircraft Leasing (Ireland) Limited
Sumatra Aircraft Leasing (France) Sarl
Tempelhof Aircraft Leasing (Ireland) Limited
Thunderbird 1 Leasing Limited
Thunderbird 2 Leasing Limited
Thunderbird 3 Leasing Limited
Thunderbird 4 Leasing Limited
Trojan Aircraft Leasing (France) SARL
Zebra Aircraft Leasing Limited
Zephyr Aircraft Leasing B.V.
Jurisdiction
Singapore
United Kingdom
Ireland
Labuan
Ireland
Ireland
Ireland
France
Ireland
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. 333-224813) of Aircastle Limited and in the related
Prospectus and the Registration Statement (Form S-8 No. 333-196234) pertaining to the Amended and Restated 2014 Omnibus Incentive Plan of
Aircastle Limited of our reports dated February 13, 2020, with respect to the consolidated financial statements of Aircastle Limited and Subsidiaries
and the effectiveness of internal control over financial reporting of Aircastle Limited and Subsidiaries, included in this Annual Report (Form 10-K) for
the year ended December 31, 2019, filed with the Securities and Exchange Commission.
Exhibit 23.1
/s/ Ernst & Young LLP
Stamford, CT
February 13, 2020
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
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 13, 2020
/s/ Michael Inglese
Michael Inglese
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Aaron Dahlke, 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 13, 2020
/s/ Aaron Dahlke
Aaron Dahlke
Chief Financial Officer
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
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Aircastle Limited (the “Company”) for the fiscal year ended December 31, 2019, as filed
with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Michael Inglese, 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 ("Section 906"), 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 the Company and will be retained by the Company and
furnished to the SEC or its staff upon request.
/s/ Michael Inglese
Michael Inglese
Chief Executive Officer
Date: February 13, 2020
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, 2019, as filed
with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Aaron Dahlke, 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 the Company and will be retained by the Company and
furnished to the SEC or its staff upon request.
/s/ Aaron Dahlke
Aaron Dahlke
Chief Financial Officer
Date: February 13, 2020
Owned Aircraft Portfolio at December 31, 2019 is as follows:
Exhibit 99.1
Aircraft Group
Narrow-body Aircraft
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
A319-100 V2500
A319-100 V2500
A319-100 V2500
A319-100 V2500
A319-100 V2500
A319-100 V2500
A319-100 V2500
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 V2500
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 V2500
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 CFM56-5B
A319-100 V2500
A319-100 CFM56-5B
A319-100 V2500
1258
1261
1279
1295
1329
1466
1513
1673
1742
2098
2495
2565
2578
2605
2636
2646
2677
2691
2715
2742
2744
2754
2765
2769
2777
2779
2782
2795
2803
2818
2959
3036
3045
3053
3059
3061
3082
3088
3090
3118
3122
3209
3421
3443
3450
Jun-00
Jul-00
Aug-00
Aug-00
Oct-00
Apr-01
Jun-01
Feb-02
May-02
Feb-04
May-05
Sep-05
Sep-05
Nov-05
Dec-05
Jan-06
Jan-06
Feb-06
Mar-06
Apr-06
Apr-06
Apr-06
Apr-06
Apr-06
May-06
May-06
May-06
May-06
Jun-06
Jun-06
Dec-06
Feb-07
Mar-07
Nov-07
Dec-07
Dec-07
Feb-08
Mar-08
Mar-08
May-07
May-07
Jul-07
Mar-08
Mar-08
Mar-08
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Aircraft Group
Narrow-body Aircraft (Continued)
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
1132
1162
1177
1179
1244
1259
1308
1322
1655
1674
1780
1913
2048
2104
2248
2254
2310
2391
2397
2401
2524
2564
2792
2822
2928
2956
2982
2998
3099
3117
3182
3189
3201
3223
3230
3232
3277
3289
3291
3306
3338
3383
3423
3437
3439
3483
3486
3524
Dec-99
Feb-00
Mar-00
Mar-00
Jun-00
Jul-00
Oct-00
Nov-00
Apr-02
Apr-02
May-02
Jan-03
Jul-03
Apr-05
Apr-05
Sep-04
Nov-04
Apr-05
Mar-05
Mar-05
Sep-05
Oct-05
Jun-06
Jul-06
Oct-06
Nov-06
Dec-06
Jan-07
Apr-07
Apr-07
Jul-07
Jun-07
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Aug-07
Unencumbered
Sep-07
Sep-07
Sep-07
Oct-07
Oct-07
Nov-07
Nov-07
Dec-07
Jan-08
Mar-08
Mar-08
Mar-08
May-08
May-08
Jun-08
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Aircraft Group
Narrow-body Aircraft (Continued)
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 V2500
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200 CFM56-5B
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
3543
3582
3627
3628
3667
3690
3750
3762
3840
3972
4008
4070
4077
4088
4113
4139
4156
4216
4312
4386
4390
4694
4968
4969
5010
5127
5137
5301
5510
5598
5796
6077
6139
6173
6528
6536
6561
6598
6634
6800
6806
6813
7050
7223
8206
8455
8459
8460
Jul-08
Sep-08
Oct-08
Oct-08
Dec-08
Dec-08
Jan-09
Jan-09
Apr-09
Jul-09
Aug-09
Oct-09
Nov-09
Nov-09
Nov-09
Dec-09
Dec-09
Feb-10
May-10
Aug-10
Aug-10
May-11
Jan-12
Dec-11
Feb-12
May-12
May-12
Sep-12
Mar-13
Apr-13
Oct-13
Apr-14
Oct-14
Oct-14
Mar-15
Mar-15
Apr-15
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Bank Financing
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
May-15
Unencumbered
Jun-15
Oct-15
Nov-15
Nov-15
Apr-16
Jul-16
Dec-18
Oct-18
Oct-18
Sep-18
Unencumbered
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Aircraft Group
Narrow-body Aircraft (Continued)
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A320-200neo PW1100G
A321-200 CFM56-5B
A321-200 V2500
A321-200 CFM56-5B
A321-200 V2500
A321-200 CFM56-5B
A321-200 CFM56-5B
A321-200 CFM56-5B
A321-200 CFM56-5B
A321-200 CFM56-5B
A321-200 CFM56-5B
A321-200 V2500
A321-200 CFM56-5B
A321-200 V2500
A321-200 V2500
A321-200 V2500
A321-200 V2500
A321-200 V2500
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-700 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
8465
8540
8541
8630
8771
8789
9031
1572
1734
1836
2041
2208
2220
2357
2381
2488
2563
2687
2756
3458
3637
3673
6201
6253
28008
28009
28010
28013
28015
28498
29346
29356
30687
30710
32881
28381
28623
29037
29345
29368
29918
30296
30640
30824
31069
31073
31107
31109
Sep-18
Oct-18
Nov-18
Dec-18
Apr-19
Mar-19
Jun-19
Aug-01
May-02
Nov-02
Nov-03
Apr-04
May-04
Dec-04
Feb-05
Jun-05
Oct-05
Feb-06
May-06
Apr-08
Jan-09
Jan-09
Jul-14
Sep-14
Feb-99
Mar-99
Oct-99
Oct-00
Feb-01
Mar-01
Jan-03
Oct-04
Apr-07
Feb-07
Jun-02
May-99
May-00
Jan-99
May-02
Mar-06
Jun-99
Feb-05
Dec-01
Mar-05
May-09
Aug-09
Oct-10
Nov-10
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Aircraft Group
Narrow-body Aircraft (Continued)
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
737-800 CFM56-7B
32796
33030
33104
33453
33597
34000
34242
34409
34690
34799
34800
35022
35082
35093
35099
35103
35106
35134
35138
35149
36573
36808
36814
36821
36826
36829
37294
37519
37532
37540
37742
37887
38019
38494
38686
39859
39864
40580
40581
40584
40713
40744
40745
40910
40998
41179
41398
60499
Feb-03
Jun-06
Jun-03
Jul-05
Sep-06
Aug-05
Mar-05
Apr-06
Feb-07
Sep-06
Oct-06
Jan-10
Mar-08
Feb-07
Nov-07
Nov-06
Mar-08
Jan-07
Jan-08
Feb-09
Apr-08
Dec-10
Sep-09
Aug-11
Sep-11
Oct-11
Jun-12
Jan-09
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Bank Financing
Unencumbered
Unencumbered
May-09
Unencumbered
Jul-09
Feb-09
Nov-10
May-11
Jan-10
Jan-13
Jul-15
Sep-15
Aug-10
Sep-10
Dec-10
Dec-10
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Bank Financing
Bank Financing
Bank Financing
Unencumbered
May-16
Unencumbered
Aug-16
Dec-10
Nov-11
Feb-16
Unencumbered
Unencumbered
Unencumbered
Unencumbered
May-14
Unencumbered
Jul-17
Unencumbered
Aircraft Group
Narrow-body Aircraft (Continued)
Wide-body Aircraft
Freighter Aircraft
Aircraft Type
Engine Type
Manufacturer
Serial Number
Date of
Manufacture
Financing
737-800 CFM56-7B
737-800 CFM56-7B
737-900 CFM56-7B
737-900ER CFM56-7B
737-900ER CFM56-7B
737-900ER CFM56-7B
737-900ER CFM56-7B
737-900ER CFM56-7B
E195 CF34-10
E195 CF34-10
E195 CF34-10
E195 CF34-10
E195 CF34-10
A330-200 PW4000
A330-200 Trent 700
A330-200 CF6-80E1
A330-200 CF6-80E1
A330-200 CF6-80E1
A330-200 Trent 700
A330-200 Trent 700
A330-200 Trent 700
A330-200 Trent 700
A330-200 Trent 700
A330-200 Trent 700
A330-200 Trent 700
A330-300 Trent 700
A330-300 Trent 700
A330-300 Trent 700
A330-300 Trent 700
A330-300 PW4000
A330-300 Trent 700
A330-300 Trent 700
777-300ER GE90
777-300ER GE90
777-300ER GE90
777-300ER GE90
777-300ER GE90
747-400F CF6-80C2
747-400ERF CF6-80C2
747-400ERF CF6-80C2
747-400ERF CF6-80C2
60500
60501
30412
35679
35680
35720
35721
38683
484
575
588
609
628
324
526
587
634
811
1073
1191
1210
1223
1236
1364
1492
997
1006
1012
1015
1055
1411
1481
35299
38886
38888
38889
41522
33749
35233
35236
35237
Aug-17
Sep-17
May-03
Apr-07
May-07
Dec-08
Feb-09
Nov-12
Oct-11
Sep-12
Dec-12
Mar-13
Jun-13
May-00
Apr-03
Apr-04
Nov-04
Feb-07
Dec-09
Feb-11
Mar-11
May-11
Jul-11
Nov-12
Oct-14
Mar-09
Apr-09
May-09
May-09
Oct-09
Apr-13
Jan-14
Oct-07
Aug-12
Oct-12
Nov-12
Mar-13
Oct-04
Jan-07
Feb-08
Apr-08
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
ECA Financing
ECA Financing
ECA Financing
ECA Financing
ECA Financing
ECA Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered
Bank Financing
Unencumbered
Unencumbered
Unencumbered
Unencumbered