Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Bermuda
|
98-0444035
|
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
|
|
|
|
c/o Aircastle Advisor LLC
300 First Stamford Place, 5
th
Floor, Stamford, CT
|
06902
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Page
No.
|
|
|
|
|
|
Item 1.
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and June 30, 2014
|
|
|
|
Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2014
|
|
|
|
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2014
|
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2014
|
|
|
|
||
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3.
|
||
|
Item 4.
|
||
|
|
|
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
Item 5.
|
||
|
Item 6.
|
||
|
|
December 31,
2013 |
|
June 30,
2014 |
||||
|
|
|
|
(Unaudited)
|
||||
|
ASSETS
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
654,613
|
|
|
$
|
187,532
|
|
|
Accounts receivable
|
2,825
|
|
|
6,041
|
|
||
|
Restricted cash and cash equivalents
|
122,773
|
|
|
101,358
|
|
||
|
Restricted liquidity facility collateral
|
107,000
|
|
|
65,000
|
|
||
|
Flight equipment held for lease, net of accumulated depreciation of $1,430,325 and $1,407,022
|
5,044,410
|
|
|
5,577,966
|
|
||
|
Net investment in finance leases
|
145,173
|
|
|
72,600
|
|
||
|
Unconsolidated equity method investment
|
21,123
|
|
|
21,838
|
|
||
|
Other assets
|
153,976
|
|
|
179,232
|
|
||
|
Total assets
|
$
|
6,251,893
|
|
|
$
|
6,211,567
|
|
|
|
|
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
LIABILITIES
|
|
|
|
||||
|
Borrowings from secured financings (including borrowings of ACS Ireland VIEs of $152,545 and $85,478, respectively)
|
$
|
1,586,835
|
|
|
$
|
1,552,493
|
|
|
Borrowings from unsecured financings
|
2,150,527
|
|
|
2,200,000
|
|
||
|
Accounts payable, accrued expenses and other liabilities
|
111,661
|
|
|
131,675
|
|
||
|
Lease rentals received in advance
|
49,235
|
|
|
52,215
|
|
||
|
Liquidity facility
|
107,000
|
|
|
65,000
|
|
||
|
Security deposits
|
118,804
|
|
|
130,611
|
|
||
|
Maintenance payments
|
442,432
|
|
|
433,703
|
|
||
|
Fair value of derivative liabilities
|
39,992
|
|
|
4,757
|
|
||
|
Total liabilities
|
4,606,486
|
|
|
4,570,454
|
|
||
|
|
|
|
|
||||
|
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
Preference shares, $.01 par value, 50,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common shares, $.01 par value, 250,000,000 shares authorized, 80,806,975 shares issued and outstanding at December 31, 2013; and 81,007,388 shares issued and outstanding at June 30, 2014
|
808
|
|
|
810
|
|
||
|
Additional paid-in capital
|
1,562,106
|
|
|
1,562,736
|
|
||
|
Retained earnings
|
158,398
|
|
|
134,909
|
|
||
|
Accumulated other comprehensive loss
|
(75,905
|
)
|
|
(57,342
|
)
|
||
|
Total shareholders’ equity
|
1,645,407
|
|
|
1,641,113
|
|
||
|
Total liabilities and shareholders’ equity
|
$
|
6,251,893
|
|
|
$
|
6,211,567
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Lease rental revenue
|
$
|
157,918
|
|
|
$
|
183,231
|
|
|
$
|
314,508
|
|
|
$
|
357,566
|
|
|
Finance lease revenue
|
4,114
|
|
|
3,897
|
|
|
7,998
|
|
|
7,884
|
|
||||
|
Amortization of lease premiums, discounts and lease incentives
|
(8,709
|
)
|
|
414
|
|
|
(15,790
|
)
|
|
(6,177
|
)
|
||||
|
Maintenance revenue
(including contra maintenance revenue of $0 and $0 for the three months ended and $0 and $16,382 for the six months ended June 30, 2013 and 2014, respectively)
|
13,185
|
|
|
36,182
|
|
|
30,051
|
|
|
39,224
|
|
||||
|
Total lease revenue
|
166,508
|
|
|
223,724
|
|
|
336,767
|
|
|
398,497
|
|
||||
|
Other revenue
|
3,870
|
|
|
2,422
|
|
|
9,800
|
|
|
4,252
|
|
||||
|
Total revenues
|
170,378
|
|
|
226,146
|
|
|
346,567
|
|
|
402,749
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
|
Depreciation
|
72,079
|
|
|
75,784
|
|
|
141,979
|
|
|
149,711
|
|
||||
|
Interest, net
|
66,656
|
|
|
60,494
|
|
|
125,808
|
|
|
124,757
|
|
||||
|
Selling, general and administrative (including non-cash share based payment expense of $1,053 and $1,228 for the three months ended and $1,864 and $2,218 for the six months ended June 30, 2013 and 2014, respectively)
|
13,182
|
|
|
14,057
|
|
|
26,467
|
|
|
28,001
|
|
||||
|
Impairment of Aircraft
|
—
|
|
|
28,306
|
|
|
6,199
|
|
|
46,569
|
|
||||
|
Maintenance and other costs
|
6,138
|
|
|
2,646
|
|
|
9,550
|
|
|
4,509
|
|
||||
|
Total expenses
|
158,055
|
|
|
181,287
|
|
|
310,003
|
|
|
353,547
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
|
Gain on sale of flight equipment
|
21,317
|
|
|
884
|
|
|
22,509
|
|
|
1,994
|
|
||||
|
Loss on extinguishment of debt
|
—
|
|
|
(36,570
|
)
|
|
—
|
|
|
(36,570
|
)
|
||||
|
Other
|
2,946
|
|
|
—
|
|
|
4,161
|
|
|
757
|
|
||||
|
Total other income (expense)
|
24,263
|
|
|
(35,686
|
)
|
|
26,670
|
|
|
(33,819
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations before income taxes
|
36,586
|
|
|
9,173
|
|
|
63,234
|
|
|
15,383
|
|
||||
|
Income tax provision
|
3,732
|
|
|
6,558
|
|
|
7,316
|
|
|
7,441
|
|
||||
|
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
521
|
|
|
—
|
|
|
971
|
|
||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per common share — Basic:
|
|
|
|
|
|
|
|
||||||||
|
Net income per share
|
$
|
0.48
|
|
|
$
|
0.04
|
|
|
$
|
0.82
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per common share — Diluted:
|
|
|
|
|
|
|
|
||||||||
|
Net income per share
|
$
|
0.48
|
|
|
$
|
0.04
|
|
|
$
|
0.82
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends declared per share
|
$
|
0.165
|
|
|
$
|
0.200
|
|
|
$
|
0.330
|
|
|
$
|
0.400
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Net change in fair value of derivatives, net of tax expense of $193 and $0 for the three months ended and $311 and $804 for the six months ended June 30, 2013 and 2014, respectively
|
8,127
|
|
|
12
|
|
|
11,953
|
|
|
382
|
|
||||
|
Net derivative loss reclassified into earnings
|
9,711
|
|
|
8,854
|
|
|
17,985
|
|
|
18,181
|
|
||||
|
Other comprehensive income
|
17,838
|
|
|
8,866
|
|
|
29,938
|
|
|
18,563
|
|
||||
|
Total comprehensive income
|
$
|
50,692
|
|
|
$
|
12,002
|
|
|
$
|
85,856
|
|
|
$
|
27,476
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation
|
141,979
|
|
|
149,711
|
|
||
|
Amortization of deferred financing costs
|
8,781
|
|
|
6,987
|
|
||
|
Amortization of net lease discounts and lease incentives
|
15,790
|
|
|
6,177
|
|
||
|
Deferred income taxes
|
3,237
|
|
|
3,999
|
|
||
|
Non-cash share based payment expense
|
1,864
|
|
|
2,218
|
|
||
|
Cash flow hedges reclassified into earnings
|
17,985
|
|
|
18,181
|
|
||
|
Security deposits and maintenance payments included in earnings
|
(25,538
|
)
|
|
(40,006
|
)
|
||
|
Gain on sale of flight equipment
|
(22,509
|
)
|
|
(1,994
|
)
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
36,570
|
|
||
|
Impairment of aircraft
|
6,199
|
|
|
46,569
|
|
||
|
Other
|
(3,817
|
)
|
|
(91
|
)
|
||
|
Changes in certain assets and liabilities:
|
|
|
|
||||
|
Accounts receivable
|
(410
|
)
|
|
(3,619
|
)
|
||
|
Other assets
|
4,834
|
|
|
(1,914
|
)
|
||
|
Accounts payable, accrued expenses and other liabilities
|
(3,824
|
)
|
|
(20,438
|
)
|
||
|
Lease rentals received in advance
|
(7,050
|
)
|
|
2,742
|
|
||
|
Net cash provided by operating activities
|
193,439
|
|
|
214,005
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition and improvement of flight equipment and lease incentives
|
(331,067
|
)
|
|
(834,467
|
)
|
||
|
Proceeds from sale of flight equipment
|
253,909
|
|
|
246,037
|
|
||
|
Restricted cash and cash equivalents related to sale of flight equipment
|
—
|
|
|
7,600
|
|
||
|
Aircraft purchase deposits and progress payments
|
(1,869
|
)
|
|
(3,785
|
)
|
||
|
Net investment in finance leases
|
(11,605
|
)
|
|
(14,258
|
)
|
||
|
Collections on finance leases
|
4,052
|
|
|
6,219
|
|
||
|
Unconsolidated equity method investment and associated costs
|
—
|
|
|
(159
|
)
|
||
|
Distributions from unconsolidated equity method investment in excess of earnings
|
—
|
|
|
651
|
|
||
|
Principal repayments on debt investment
|
42,001
|
|
|
—
|
|
||
|
Other
|
(829
|
)
|
|
(405
|
)
|
||
|
Net cash used in investing activities
|
(45,408
|
)
|
|
(592,567
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Issuance of shares net of repurchases
|
(7,940
|
)
|
|
(2,091
|
)
|
||
|
Proceeds from notes and term debt financings
|
—
|
|
|
803,200
|
|
||
|
Securitization and term debt financing repayments
|
(294,064
|
)
|
|
(827,512
|
)
|
||
|
Debt extinguishment costs
|
—
|
|
|
(32,835
|
)
|
||
|
Deferred financing costs
|
(557
|
)
|
|
(15,834
|
)
|
||
|
Restricted secured liquidity facility collateral
|
—
|
|
|
42,000
|
|
||
|
Secured liquidity facility collateral
|
—
|
|
|
(42,000
|
)
|
||
|
Restricted cash and cash equivalents related to financing activities
|
(81,664
|
)
|
|
13,815
|
|
||
|
Security deposits and maintenance payments received
|
104,787
|
|
|
83,144
|
|
||
|
Security deposits and maintenance payments returned
|
(33,975
|
)
|
|
(44,577
|
)
|
||
|
Payments for terminated cash flow hedges
|
—
|
|
|
(33,427
|
)
|
||
|
Dividends paid
|
(22,565
|
)
|
|
(32,402
|
)
|
||
|
Net cash (used in) provided by financing activities
|
(335,978
|
)
|
|
(88,519
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(187,947
|
)
|
|
(467,081
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
618,217
|
|
|
654,613
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
430,270
|
|
|
$
|
187,532
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
|
Cash paid for interest, net of capitalized interest
|
$
|
100,374
|
|
|
$
|
112,386
|
|
|
Cash paid for income taxes
|
$
|
529
|
|
|
$
|
3,630
|
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
|
Purchase deposits, advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions
|
$
|
21,958
|
|
|
$
|
18,522
|
|
|
Term debt financings assumed in asset acquisitions
|
$
|
84,721
|
|
|
$
|
39,061
|
|
|
Advance lease rentals, security deposits, and maintenance payments settled in sale of flight equipment
|
$
|
35,475
|
|
|
$
|
17,533
|
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.
|
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.
|
|
•
|
The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
|
•
|
The income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts.
|
|
•
|
The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
|
|
|
|
|
Fair Value Measurements at December 31, 2013 Using Fair Value Hierarchy
|
||||||||||||||
|
|
Fair Value as of December 31, 2013
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Valuation
Technique
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents
|
$
|
654,613
|
|
|
$
|
654,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
|
Restricted cash and cash equivalents
|
122,773
|
|
|
122,773
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
|
Total
|
$
|
777,386
|
|
|
$
|
777,386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative liabilities
|
$
|
39,992
|
|
|
$
|
—
|
|
|
$
|
39,992
|
|
|
$
|
—
|
|
|
Income
|
|
|
|
|
Fair Value Measurements at June 30, 2014 Using Fair Value Hierarchy
|
||||||||||||||
|
|
Fair Value as of June 30, 2014
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Valuation
Technique
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents
|
$
|
187,532
|
|
|
$
|
187,532
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
|
Restricted cash and cash equivalents
|
101,358
|
|
|
101,358
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
|
Total
|
$
|
288,890
|
|
|
$
|
288,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative liabilities
|
$
|
4,757
|
|
|
$
|
—
|
|
|
$
|
4,757
|
|
|
$
|
—
|
|
|
Income
|
|
|
Assets
|
||||||||||||||
|
|
Debt Investments
|
||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30, 2014
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,388
|
|
|
$
|
—
|
|
|
Total gains/(losses), net:
|
|
|
|
|
|
|
|
||||||||
|
Included in other revenue
|
—
|
|
|
—
|
|
|
1,613
|
|
|
—
|
|
||||
|
Settlements
|
—
|
|
|
—
|
|
|
(42,001
|
)
|
|
—
|
|
||||
|
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2013
|
|
June 30, 2014
|
||||||||||||
|
|
Carrying Amount
of Asset
(Liability)
|
|
Fair Value
of Asset
(Liability)
|
|
Carrying Amount
of Asset
(Liability)
|
|
Fair Value
of Asset
(Liability)
|
||||||||
|
Securitizations
|
$
|
(828,871
|
)
|
|
$
|
(779,901
|
)
|
|
$
|
(497,001
|
)
|
|
$
|
(466,589
|
)
|
|
ECA term financings
|
(493,708
|
)
|
|
(506,227
|
)
|
|
(471,978
|
)
|
|
(494,552
|
)
|
||||
|
Bank financings
|
(264,256
|
)
|
|
(268,435
|
)
|
|
(583,514
|
)
|
|
(589,012
|
)
|
||||
|
Senior Notes
|
(2,150,527
|
)
|
|
(2,325,965
|
)
|
|
(2,200,000
|
)
|
|
(2,396,401
|
)
|
||||
|
Year Ending December 31,
|
Amount
|
||
|
Remainder of 2014
|
$
|
356,704
|
|
|
2015
|
672,220
|
|
|
|
2016
|
588,472
|
|
|
|
2017
|
449,088
|
|
|
|
2018
|
326,299
|
|
|
|
Thereafter
|
883,681
|
|
|
|
Total
|
$
|
3,276,464
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
Region
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
|
Europe
|
33
|
%
|
|
28
|
%
|
|
33
|
%
|
|
29
|
%
|
|
Asia and Pacific
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
|
40
|
%
|
|
North America
|
9
|
%
|
|
10
|
%
|
|
9
|
%
|
|
10
|
%
|
|
South America
|
9
|
%
|
|
15
|
%
|
|
9
|
%
|
|
12
|
%
|
|
Middle East and Africa
|
11
|
%
|
|
9
|
%
|
|
11
|
%
|
|
9
|
%
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
|
2013
|
|
2014
|
||||||||||||||||
|
Country
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
||||||||
|
India
(1) (3)
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
$
|
25,707
|
|
|
11
|
%
|
|
1
|
|
|
United States
(2) (3)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
24,390
|
|
|
11
|
%
|
|
5
|
|
||
|
China
(4)
|
17,610
|
|
|
10
|
%
|
|
4
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
|
2013
|
|
2014
|
||||||||||||||||
|
Country
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
|
Revenue
|
|
Percent of
Total
Revenue
|
|
Number
of
Lessees
|
||||||||
|
China
(1)
|
$
|
36,913
|
|
|
11
|
%
|
|
4
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
|
United States
(1)
|
33,002
|
|
|
10
|
%
|
|
7
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
|
|
December 31, 2013
|
|
June 30, 2014
|
||||||||
|
Region
|
Number
of
Aircraft
|
|
Net Book
Value %
|
|
Number
of
Aircraft
(1)
|
|
Net Book
Value %
|
||||
|
Europe
|
64
|
|
|
30
|
%
|
|
62
|
|
|
27
|
%
|
|
Asia and Pacific
|
56
|
|
|
41
|
%
|
|
46
|
|
|
40
|
%
|
|
North America
|
19
|
|
|
10
|
%
|
|
21
|
|
|
9
|
%
|
|
South America
|
14
|
|
|
7
|
%
|
|
13
|
|
|
14
|
%
|
|
Middle East and Africa
|
7
|
|
|
11
|
%
|
|
6
|
|
|
10
|
%
|
|
Off-lease
|
2
|
|
(2)
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
Total
|
162
|
|
|
100
|
%
|
|
148
|
|
|
100
|
%
|
|
(1)
|
At June 30, 2014, excludes
two
aircraft classified as Flight Equipment Held for Sale.
|
|
(2)
|
Consisted of
two
Boeing 747-400 converted freighter aircraft,
one
of which was subject to a commitment to lease and was delivered to our customer in the first quarter of 2014 and the other is included in Flight Equipment Held for Sale.
|
|
|
|
Amount
|
||
|
Total lease payments to be received
|
|
$
|
57,971
|
|
|
Less: Unearned income
|
|
(18,630
|
)
|
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
|
33,259
|
|
|
|
Net investment in finance leases
|
|
$
|
72,600
|
|
|
Year Ending December 31,
|
|
Amount
|
||
|
Remainder of 2014
|
|
$
|
6,466
|
|
|
2015
|
|
12,889
|
|
|
|
2016
|
|
12,889
|
|
|
|
2017
|
|
11,974
|
|
|
|
2018
|
|
4,080
|
|
|
|
Thereafter
|
|
9,673
|
|
|
|
Total
|
|
$
|
57,971
|
|
|
Investment in joint venture at December 31, 2013
|
|
$
|
21,123
|
|
|
Investment in joint venture
|
|
1,418
|
|
|
|
Earnings from joint venture, net of tax
|
|
971
|
|
|
|
Distributions
|
|
(1,674
|
)
|
|
|
Investment in joint venture at June 30, 2014
|
|
$
|
21,838
|
|
|
|
|
|
||
|
|
At December 31, 2013
|
|
At June 30, 2014
|
||||||||
|
Debt Obligation
|
Outstanding
Borrowings
|
|
Outstanding
Borrowings
|
|
Interest Rate
(1)
|
|
Final Stated
Maturity
(2)
|
||||
|
Secured Debt Financings:
|
|
|
|
|
|
|
|
||||
|
Securitization No. 1
(3)
|
$
|
225,034
|
|
|
$
|
—
|
|
|
—%
|
|
—
|
|
Securitization No. 2
|
603,837
|
|
|
497,001
|
|
|
0.46%
|
|
06/14/37
|
||
|
ECA Term Financings
|
493,708
|
|
|
471,978
|
|
|
3.02% to 3.96%
|
|
12/3/21 to 11/30/24
|
||
|
Bank Financings
|
264,256
|
|
|
583,514
|
|
|
1.05% to 5.09%
|
|
09/15/15 to 04/19/25
|
||
|
Total secured debt financings
|
1,586,835
|
|
|
1,552,493
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
|
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
||||
|
Senior Notes due 2017
|
500,000
|
|
|
500,000
|
|
|
6.75%
|
|
04/15/17
|
||
|
Senior Notes due 2018
(4)
|
450,527
|
|
|
—
|
|
|
—%
|
|
—
|
||
|
Senior Notes due 2018
|
400,000
|
|
|
400,000
|
|
|
4.625%
|
|
12/05/18
|
||
|
Senior Notes due 2019
|
500,000
|
|
|
500,000
|
|
|
6.250%
|
|
12/01/19
|
||
|
Senior Notes due 2020
|
300,000
|
|
|
300,000
|
|
|
7.625%
|
|
04/15/20
|
||
|
Senior Notes due 2021
|
—
|
|
|
500,000
|
|
|
5.125%
|
|
03/15/21
|
||
|
2014 Revolving Credit Facility
(5)
|
—
|
|
|
—
|
|
|
N/A
|
|
03/31/18
|
||
|
Total unsecured debt financings
|
2,150,527
|
|
|
2,200,000
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
|
Total secured and unsecured debt financings
|
$
|
3,737,362
|
|
|
$
|
3,752,493
|
|
|
|
|
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 2 and six of our Bank Financings. All other financings have a fixed rate.
|
|
(2)
|
For Securitization No. 2, all cash flows available after expenses and interest are applied to debt amortization.
|
|
(3)
|
In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No. 1 and terminated the related interest rate derivative, for a total cash payment of
$255,186
, with proceeds from our December 2013 issuance of our Senior Notes due 2018.
|
|
(4)
|
Proceeds from the issuance of our Senior Notes due 2021 were used to pay-off the balance of our 9.75% Senior Notes due 2018 plus accrued interest of
$10,238
and the call premium of
$32,835
on April 25, 2014.
|
|
(5)
|
On March 31, 2014, we amended and restructured our existing
$335,000
2013 Revolving Credit Facility with a new unsecured revolving credit facility (the “2014 Revolving Credit Facility”). The 2014 Revolving Credit Facility was increased to
$450,000
, has a term of
four
years and is scheduled to expire in March 2018 and was undrawn at June 30, 2014.
|
|
|
|
|
Available Liquidity
|
|
|
|
|
||||||
|
Facility
|
Liquidity Facility Provider
|
|
December 31,
2013 |
|
June 30,
2014 |
|
Unused
Fee
|
|
Interest Rate
on any Advances
|
||||
|
Securitization No. 2
|
HSH Nordbank AG
|
|
$
|
65,000
|
|
|
$
|
65,000
|
|
|
0.50%
|
|
1M Libor + 0.75
|
|
Declaration Date
|
Dividend
per Common
Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
|
February 18, 2013
|
$
|
0.165
|
|
|
$
|
11,268
|
|
|
March 4, 2013
|
|
March 15, 2013
|
|
May 1, 2013
|
$
|
0.165
|
|
|
$
|
11,297
|
|
|
May 31, 2013
|
|
June 14, 2013
|
|
August 2, 2013
|
$
|
0.165
|
|
|
$
|
13,330
|
|
|
August 30, 2013
|
|
September 13, 2013
|
|
October 29, 2013
|
$
|
0.200
|
|
|
$
|
16,163
|
|
|
November 29, 2013
|
|
December 13, 2013
|
|
February 21, 2014
|
$
|
0.200
|
|
|
$
|
16,201
|
|
|
March 7, 2014
|
|
March 14, 2014
|
|
May 5, 2014
|
$
|
0.200
|
|
|
$
|
16,202
|
|
|
May 30, 2014
|
|
June 13, 2014
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
|
Weighted-average shares:
|
|
|
|
|
|
|
|
||||
|
Common shares outstanding
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
|
Restricted common shares
|
631,368
|
|
|
643,590
|
|
|
508,288
|
|
|
572,452
|
|
|
Total weighted-average shares
|
68,460,287
|
|
|
81,033,586
|
|
|
68,370,801
|
|
|
80,961,143
|
|
|
|
|
|
|
|
|
|
|
||||
|
Percentage of weighted-average shares:
|
|
|
|
|
|
|
|
||||
|
Common shares outstanding
|
99.08
|
%
|
|
99.21
|
%
|
|
99.26
|
%
|
|
99.29
|
%
|
|
Restricted common shares
|
0.92
|
%
|
|
0.79
|
%
|
|
0.74
|
%
|
|
0.71
|
%
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Earnings per share – Basic:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares (a)
|
(303
|
)
|
|
(25
|
)
|
|
(416
|
)
|
|
(63
|
)
|
||||
|
Earnings available to common shareholders – Basic
|
$
|
32,551
|
|
|
$
|
3,111
|
|
|
$
|
55,502
|
|
|
$
|
8,850
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average common shares outstanding – Basic
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per common share – Basic
|
$
|
0.48
|
|
|
$
|
0.04
|
|
|
$
|
0.82
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per share – Diluted:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares(a)
|
(303
|
)
|
|
(25
|
)
|
|
(416
|
)
|
|
(63
|
)
|
||||
|
Earnings available to common shareholders – Diluted
|
$
|
32,551
|
|
|
$
|
3,111
|
|
|
$
|
55,502
|
|
|
$
|
8,850
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average common shares outstanding – Basic
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
||||
|
Effect of dilutive shares
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Weighted-average common shares outstanding – Diluted
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per common share – Diluted
|
$
|
0.48
|
|
|
$
|
0.04
|
|
|
$
|
0.82
|
|
|
$
|
0.11
|
|
|
(a)
|
For the
three months ended
June 30, 2013
and 2014, distributed and undistributed earnings to restricted shares is
0.92%
and
0.79%
of net income. For the
six months ended
June 30, 2013
and 2014, distributed and undistributed earnings to restricted shares is
0.74%
and
0.71%
of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
|
(b)
|
For the
three and six months ended
June 30, 2013
and
2014
, we had
no
dilutive shares.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
U.S. operations
|
$
|
791
|
|
|
$
|
756
|
|
|
$
|
1,196
|
|
|
$
|
1,521
|
|
|
Non-U.S. operations
|
35,795
|
|
|
8,417
|
|
|
62,038
|
|
|
13,862
|
|
||||
|
Total
|
$
|
36,586
|
|
|
$
|
9,173
|
|
|
$
|
63,234
|
|
|
$
|
15,383
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Notional U.S. federal income tax expense (benefit) at the statutory rate
|
$
|
12,805
|
|
|
$
|
3,211
|
|
|
$
|
22,132
|
|
|
$
|
5,384
|
|
|
U.S. state and local income tax, net
|
52
|
|
|
40
|
|
|
86
|
|
|
119
|
|
||||
|
Non-U.S. operations:
|
|
|
|
|
|
|
|
||||||||
|
Bermuda
|
(8,989
|
)
|
|
2,811
|
|
|
(12,865
|
)
|
|
6,240
|
|
||||
|
Ireland
|
410
|
|
|
2,537
|
|
|
(491
|
)
|
|
(752
|
)
|
||||
|
Singapore
|
171
|
|
|
(1,282
|
)
|
|
147
|
|
|
(2,477
|
)
|
||||
|
Other
|
(806
|
)
|
|
(771
|
)
|
|
(1,876
|
)
|
|
(1,369
|
)
|
||||
|
Non-deductible expenses in the U.S.
|
97
|
|
|
19
|
|
|
199
|
|
|
318
|
|
||||
|
Other
|
(8
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
(22
|
)
|
||||
|
Income tax provision
|
$
|
3,732
|
|
|
$
|
6,558
|
|
|
$
|
7,316
|
|
|
$
|
7,441
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
50,823
|
|
|
$
|
48,172
|
|
|
$
|
99,414
|
|
|
$
|
99,857
|
|
|
Hedge ineffectiveness losses
|
(24
|
)
|
|
6
|
|
|
104
|
|
|
59
|
|
||||
|
Amortization of interest rate derivatives related to deferred losses
|
9,711
|
|
|
8,854
|
|
|
17,985
|
|
|
18,181
|
|
||||
|
Amortization of deferred financing fees
(2)
|
6,346
|
|
|
3,567
|
|
|
8,781
|
|
|
6,987
|
|
||||
|
Interest Expense
|
66,856
|
|
|
60,599
|
|
|
126,284
|
|
|
125,084
|
|
||||
|
Less interest income
|
(200
|
)
|
|
(105
|
)
|
|
(476
|
)
|
|
(327
|
)
|
||||
|
Interest, net
|
$
|
66,656
|
|
|
$
|
60,494
|
|
|
$
|
125,808
|
|
|
$
|
124,757
|
|
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
Hedged Item
|
Current
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Future
Maximum
Notional
Amount
|
|
Floating
Rate
|
|
Fixed
Rate
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||
|
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Securitization No. 2
|
$
|
422,276
|
|
|
Jun-12
|
|
Jun-17
|
|
$
|
422,276
|
|
|
1M LIBOR
|
|
1.26%
to 1.28% |
|
Fair value of
derivative liabilities |
|
$
|
4,757
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||
|
Derivatives in
ASC 815
Cash Flow
Hedging
Relationships
|
|
Amount of
Gain or (Loss)
Recognized in
OCI on
Derivative
(a)
|
|
Location of
Gain or (Loss)
Reclassified from
Accumulated
OCI into Income
|
|
Amount of
Gain or (Loss)
Reclassified from
Accumulated
OCI into Income
(b)
|
|
Location of
Gain or (Loss)
Recognized in
Income on Derivative
|
|
Amount of
Gain or (Loss)
Recognized in
Income on
Derivative
(c)
|
|
Interest rate derivatives
|
|
$(3,577)
|
|
Interest expense
|
|
$(22,140)
|
|
Interest expense
|
|
$(62)
|
|
(a)
|
This represents the change in fair market value of our interest rate derivatives since year end, net of taxes, offset by the amount of actual cash paid related to the net settlements of the interest rate derivatives for the
six months ended
June 30, 2014
.
|
|
(b)
|
This represents the amount of actual cash paid, net of taxes, related to the net settlements of the interest rate derivatives for the
six months ended
June 30, 2014
plus any effective amortization of net deferred interest rate derivative losses.
|
|
(c)
|
This represents both realized and unrealized ineffectiveness incurred during the
six months ended
June 30, 2014
.
|
|
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain
or (Loss)
Recognized in Income
On Derivative
|
|
Amount of Gain
or (Loss)
Recognized in Income on
Derivative
|
||
|
Interest rate derivatives
|
|
Other income (expense)
|
|
$
|
681
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
Interest expense:
|
|
|
|
|
|
|
|
||||||||
|
Hedge ineffectiveness losses
|
$
|
(24
|
)
|
|
$
|
6
|
|
|
$
|
104
|
|
|
$
|
59
|
|
|
Amortization:
|
|
|
|
|
|
|
|
||||||||
|
Accelerated amortization of deferred losses
(1)
|
2,027
|
|
|
3
|
|
|
2,027
|
|
|
3
|
|
||||
|
Amortization of loss on designated interest rate derivative
|
404
|
|
|
—
|
|
|
745
|
|
|
548
|
|
||||
|
Amortization of deferred losses
|
7,280
|
|
|
8,851
|
|
|
15,213
|
|
|
17,630
|
|
||||
|
Total Amortization
|
9,711
|
|
|
8,854
|
|
|
17,985
|
|
|
18,181
|
|
||||
|
Total charged to interest expense
|
$
|
9,687
|
|
|
$
|
8,860
|
|
|
$
|
18,089
|
|
|
$
|
18,240
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other income:
|
|
|
|
|
|
|
|
||||||||
|
Mark to market gains on undesignated interest rate derivatives
|
$
|
1,657
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
|
$
|
681
|
|
|
Total charged to other income
|
$
|
1,657
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
|
$
|
681
|
|
|
|
December 31,
2013 |
|
June 30,
2014 |
||||
|
Deferred debt issuance costs, net of amortization of $61,104 and $46,996, respectively
|
$
|
52,464
|
|
|
$
|
57,848
|
|
|
Deferred federal income tax asset
|
1,218
|
|
|
1,046
|
|
||
|
Lease incentives and lease premiums, net of amortization of $41,136 and $21,722, respectively
|
72,181
|
|
|
62,119
|
|
||
|
Flight equipment held for sale
|
9,474
|
|
|
36,939
|
|
||
|
Aircraft purchase deposits
|
10,000
|
|
|
3,000
|
|
||
|
Other assets
|
8,639
|
|
|
18,280
|
|
||
|
Total other assets
|
$
|
153,976
|
|
|
$
|
179,232
|
|
|
|
December 31,
2013 |
|
June 30,
2014 |
||||
|
Accounts payable and accrued expenses
|
$
|
30,204
|
|
|
$
|
21,005
|
|
|
Deferred federal income tax liability
|
33,178
|
|
|
38,864
|
|
||
|
Accrued interest payable
|
39,213
|
|
|
27,133
|
|
||
|
Lease discounts, net of amortization of $6,458 and $4,900 respectively
|
9,066
|
|
|
44,673
|
|
||
|
Total accounts payable, accrued expenses and other liabilities
|
$
|
111,661
|
|
|
$
|
131,675
|
|
|
Changes in accumulated other comprehensive loss by component
(a)
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014
|
||||
|
Beginning balance
|
$
|
(66,208
|
)
|
|
$
|
(75,905
|
)
|
|
Amount recognized in other comprehensive loss on derivatives, net of tax benefit of $15 and tax expense of $721, respectively
|
(1,197
|
)
|
|
(3,577
|
)
|
||
|
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense of $15 and $83, respectively
|
10,063
|
|
|
22,140
|
|
||
|
Net current period other comprehensive income
|
8,866
|
|
|
18,563
|
|
||
|
Ending balance
|
$
|
(57,342
|
)
|
|
$
|
(57,342
|
)
|
|
Reclassifications from accumulated other comprehensive loss
(a)
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014
|
||||
|
|
|
|
|
||||
|
Amount of effective amortization of net deferred interest rate derivative losses
(b)
|
$
|
8,854
|
|
|
$
|
18,181
|
|
|
Effective amount of net settlements of interest rate derivatives, net of tax expense of $15 and $83, respectively
(b)
|
1,209
|
|
|
3,959
|
|
||
|
Amount of loss reclassified from accumulated other comprehensive loss into income
(c)
|
$
|
10,063
|
|
|
$
|
22,140
|
|
|
•
|
Pursuing a disciplined, “value oriented” investment strategy.
In our view, the relative values of different aircraft investments change over time. As a consequence, we maintain a “value oriented” investment strategy to seek out the best risk-adjusted return opportunities across the commercial jet market. To this end, we carefully evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices periodically as market conditions and relative investment values change. In this respect, we believe the financing flexibility offered through unsecured debt enables our value oriented strategy and provides us with a competitive advantage for many investment opportunities. We believe this approach is somewhat unique among the larger aircraft leasing companies.
|
|
•
|
Investing in additional commercial jet aircraft and other aviation assets when attractively priced opportunities and cost effective financing are available.
We believe the large and growing aircraft market, together with ongoing fleet replacements, will provide significant acquisition opportunities. We regularly evaluate potential aircraft acquisitions and expect to continue our investment program through additional purchases when attractively priced opportunities and cost effective financing are available.
|
|
•
|
Maintaining efficient access to capital from a wide range of sources.
We believe the aircraft investment market is subject to forces related to the business cycle and , our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when competition and therefore prices for assets is high. In order to implement this approach, we believe maintaining access to a wide variety of financing sources over the business cycle is very important. To that end, our strategy is to maintain corporate credit ratings from major ratings agencies, manage to strong credit metrics, own a large pool of unencumbered assets and increase our asset base so as to maintain good access to capital during a variety of business conditions.
|
|
•
|
Selling assets when attractive opportunities arise and for portfolio management purposes.
We pursue asset sales as opportunities arise over the course of the business cycle with the aim of realizing profits and reinvesting proceeds where more accretive investments are available. We also use asset sales for portfolio management purposes such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types and also to exit from an investment when a sale would provide the greatest expected cash flow for us.
|
|
•
|
Leveraging our efficient operating platform and strong operating track record.
We believe our team’s capabilities in the global aircraft leasing market place us in a favorable position to source and manage new income-generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as ventures with strategic business partners.
|
|
•
|
Intending to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels.
However our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors,” and elsewhere in our 2013 Annual Report on Form 10-K. On
May 5, 2014
, our board of directors declared a regular quarterly dividend of
$0.20
per common share, or an aggregate of
$16.2
million for the three months ended June 30, 2014, which was paid on
June 13, 2014
to holders of record on
May 30, 2014
. These dividends may not be indicative of the amount of any future dividends.
|
|
•
|
2015: 17 aircraft, representing 8%;
|
|
•
|
2016: 25 aircraft, representing 10%;
|
|
•
|
2017: 33 aircraft, representing 21%; and
|
|
•
|
2018: 19 aircraft, representing 14%.
|
|
Type of Sales Activity ($ in thousands)
|
|
No. of Aircraft
|
|
Maintenance Revenue
|
|
Lease Incentive Revenue
(1)
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Impairment
|
|
Pre-tax Impact
|
|||||||||||
|
Opportunistic sales
|
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,976
|
|
|
$
|
—
|
|
|
$
|
16,976
|
|
|
Exit sales
|
|
6
|
|
|
25,861
|
|
|
154
|
|
|
(16,092
|
)
|
|
—
|
|
|
9,923
|
|
|||||
|
Total sales
|
|
17
|
|
|
25,861
|
|
|
154
|
|
|
884
|
|
|
—
|
|
|
26,899
|
|
|||||
|
Freighter exits
|
|
2
|
|
|
5,986
|
|
|
3,626
|
|
|
—
|
|
|
(28,306
|
)
|
|
(18,694
|
)
|
|||||
|
Total
|
|
19
|
|
|
$
|
31,847
|
|
|
$
|
3,780
|
|
|
$
|
884
|
|
|
$
|
(28,306
|
)
|
|
$
|
8,205
|
|
|
|
Owned
Aircraft as of
June 30, 2013
(1)
|
|
Owned
Aircraft as of
June 30, 2014
(1)
|
||||
|
Flight Equipment
|
$
|
4,779
|
|
|
$
|
5,651
|
|
|
Unencumbered Flight Equipment
|
$
|
2,346
|
|
|
$
|
3,187
|
|
|
Number of Aircraft
(2)
|
158
|
|
|
148
|
|
||
|
Number of Unencumbered Aircraft
|
76
|
|
|
91
|
|
||
|
Number of Lessees
|
67
|
|
|
63
|
|
||
|
Number of Countries
|
36
|
|
|
37
|
|
||
|
Weighted Average Age – Passenger (years)
(3)
|
10.0
|
|
|
7.9
|
|
||
|
Weighted Average Age – Freighter (years)
(3)
|
13.3
|
|
|
12.6
|
|
||
|
Weighted Average Age – Combined (years)
(3)
|
10.8
|
|
|
8.6
|
|
||
|
Weighted Average Remaining Passenger Lease Term (years)
(3)
|
5.0
|
|
|
5.1
|
|
||
|
Weighted Average Remaining Freighter Lease Term (years)
(4)
|
4.0
|
|
|
3.7
|
|
||
|
Weighted Average Remaining Combined Lease Term (years)
(4)
|
4.7
|
|
|
4.9
|
|
||
|
Weighted Average Fleet Utilization during the three months ended June 30, 2013 and 2014
(5)
|
98
|
%
|
|
100
|
%
|
||
|
Weighted Average Fleet Utilization during the six months ended June 30, 2013 and 2014
(5)
|
98
|
%
|
|
99
|
%
|
||
|
Portfolio Yield for the three months ended June 30, 2013 and 2014
(6)
|
13.4
|
%
|
|
13.1
|
%
|
||
|
Portfolio Yield for the six months ended June 30, 2013 and 2014
(6)
|
13.5
|
%
|
|
13.3
|
%
|
||
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end.
|
|
(2)
|
At June 30, 2014, excludes two aircraft classified as Flight Equipment Held for Sale.
|
|
(3)
|
Weighted average age by net book value.
|
|
(4)
|
Weighted average remaining lease term by net book value.
|
|
(5)
|
Aircraft on-lease days as a percent of total days in period weighted by net book value.
|
|
(6)
|
Lease rental revenue for the period as a percent of the average net book value of flight equipment held for lease for the period; quarterly information is annualized.
|
|
|
Owned Aircraft as of
June 30, 2014
|
||||
|
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
||
|
Aircraft Type
|
|
|
|
||
|
Passenger:
|
|
|
|
||
|
Narrowbody
|
90
|
|
|
30
|
%
|
|
Midbody
|
32
|
|
|
31
|
%
|
|
Widebody
|
10
|
|
|
23
|
%
|
|
Total Passenger
|
132
|
|
|
84
|
%
|
|
Freighter
|
16
|
|
|
16
|
%
|
|
Total
|
148
|
|
|
100
|
%
|
|
|
|
|
|
||
|
Manufacturer
|
|
|
|
||
|
Boeing
|
82
|
|
|
57
|
%
|
|
Airbus
|
61
|
|
|
41
|
%
|
|
Embraer
|
5
|
|
|
2
|
%
|
|
Total
|
148
|
|
|
100
|
%
|
|
|
|
|
|
||
|
Regional Diversification
|
|
|
|
||
|
Europe
|
62
|
|
|
27
|
%
|
|
Asia and Pacific
|
46
|
|
|
40
|
%
|
|
North America
|
21
|
|
|
9
|
%
|
|
South America
|
13
|
|
|
14
|
%
|
|
Middle East and Africa
|
6
|
|
|
10
|
%
|
|
Total
|
148
|
|
|
100
|
%
|
|
(1)
|
Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end.
|
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
|
Greater than 6% per customer
|
|
LATAM
|
|
Chile
|
|
4
|
|
|
|
Thai Airways
|
|
Thailand
|
|
3
|
|
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
|
Singapore Airlines
|
|
Singapore
|
|
4
|
|
|
|
Martinair
(1)
|
|
Netherlands
|
|
5
|
|
|
|
Emirates
|
|
United Arab Emirates
|
|
2
|
|
|
|
Garuda
|
|
Indonesia
|
|
4
|
|
|
|
US Airways
(2)
|
|
USA
|
|
11
|
|
|
|
Virgin Australia
|
|
Australia
|
|
2
|
|
|
|
AirBridge Cargo
(3)
|
|
Russia
|
|
2
|
|
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
Jet Airways
|
|
India
|
|
6
|
|
|
|
EVA Airways
|
|
Taiwan
|
|
4
|
|
|
|
SriLankan Airlines
|
|
Sri Lanka
|
|
4
|
|
|
|
Air Atlanta
|
|
Iceland
|
|
4
|
|
|
|
Azul
|
|
Brazil
|
|
5
|
|
(1)
|
If combined with one other affiliated customer, represents 4.9% of flight equipment held for lease.
|
|
(2)
|
US Airways has merged with American Airlines.
|
|
(3)
|
Guaranteed by Volga-Dnepr Airlines.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Revenues:
|
|
|
|
||||
|
Lease rental revenue
|
$
|
157,918
|
|
|
$
|
183,231
|
|
|
Finance lease revenue
|
4,114
|
|
|
3,897
|
|
||
|
Amortization of net lease premiums, discounts and lease incentives
|
(8,709
|
)
|
|
414
|
|
||
|
Maintenance revenue (including contra maintenance revenue of $0 and $0 for the three months ended June 30, 2013 and 2014, respectively)
|
13,185
|
|
|
36,182
|
|
||
|
Total lease revenue
|
166,508
|
|
|
223,724
|
|
||
|
Other revenue
|
3,870
|
|
|
2,422
|
|
||
|
Total revenues
|
170,378
|
|
|
226,146
|
|
||
|
Operating expenses:
|
|
|
|
||||
|
Depreciation
|
72,079
|
|
|
75,784
|
|
||
|
Interest, net
|
66,656
|
|
|
60,494
|
|
||
|
Selling, general and administrative
|
13,182
|
|
|
14,057
|
|
||
|
Impairment of aircraft
|
—
|
|
|
28,306
|
|
||
|
Maintenance and other costs
|
6,138
|
|
|
2,646
|
|
||
|
Total operating expenses
|
158,055
|
|
|
181,287
|
|
||
|
Other income (expense):
|
|
|
|
||||
|
Gain on sale of flight equipment
|
21,317
|
|
|
884
|
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
(36,570
|
)
|
||
|
Other
|
2,946
|
|
|
—
|
|
||
|
Total other income (expense)
|
24,263
|
|
|
(35,686
|
)
|
||
|
Income from continuing operations before income taxes
|
36,586
|
|
|
9,173
|
|
||
|
Income tax provision
|
3,732
|
|
|
6,558
|
|
||
|
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
521
|
|
||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
•
|
$51.2 million of revenue reflecting the full quarter impact of 22 aircraft purchased in 2013 and ten aircraft purchased in 2014.
|
|
•
|
$20.3 million due to aircraft sales; and
|
|
•
|
$5.6 million from the effect of lease terminations and other changes and $1.3 million due to lease extensions and transitions.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Amortization of lease incentives
|
$
|
(6,829
|
)
|
|
$
|
(382
|
)
|
|
Amortization of lease premiums
|
(2,184
|
)
|
|
(2,183
|
)
|
||
|
Amortization of lease discounts
|
304
|
|
|
2,979
|
|
||
|
Amortization of net lease premiums, discounts and lease incentives
|
$
|
(8,709
|
)
|
|
$
|
414
|
|
|
|
Three Months Ended June 30,
|
||||||||||
|
|
2013
|
|
2014
|
||||||||
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
||||
|
Unscheduled lease terminations
|
$
|
3,235
|
|
|
1
|
|
$
|
—
|
|
|
—
|
|
Scheduled lease terminations
|
9,950
|
|
|
4
|
|
36,182
|
|
|
9
|
||
|
Maintenance revenue
|
$
|
13,185
|
|
|
5
|
|
$
|
36,182
|
|
|
9
|
|
•
|
a $17.3 million increase in depreciation for aircraft acquired; and
|
|
•
|
a $0.8 million decrease due to changes in asset lives and residual values.
|
|
•
|
a $13.7 million decrease in depreciation for aircraft sales; and
|
|
•
|
a $0.7 million increase due to capitalized aircraft improvements being fully depreciated.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
|
$
|
50,823
|
|
|
$
|
48,172
|
|
|
Hedge ineffectiveness losses
|
(24
|
)
|
|
6
|
|
||
|
Amortization of interest rate derivatives related to deferred losses
|
9,711
|
|
|
8,854
|
|
||
|
Amortization of deferred financing fees and notes discount
|
6,346
|
|
|
3,567
|
|
||
|
Interest Expense
|
66,856
|
|
|
60,599
|
|
||
|
Less interest income
|
(200
|
)
|
|
(105
|
)
|
||
|
Interest, net
|
$
|
66,656
|
|
|
$
|
60,494
|
|
|
•
|
a $2.7 million decrease in interest expense on our borrowings driven by loan breakage fees in connection with the early repayment of two ECA loans in June 2013 of $3.0 million, offset by higher interest on borrowings of $0.3 million driven by higher weighted average debt outstanding ($3.92 billion for the
three months ended
June 30, 2014
as compared to $3.51 billion for the
three months ended
June 30, 2013
); and
|
|
•
|
a $2.8 million decrease in deferred financing fees primarily due to the write-off of $3.8 million of fees related to the early repayment of two ECA Loans in June 2013.
|
|
|
Number of Aircraft
|
|
Maintenance Revenue
|
|
Lease Incentive Revenue
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Pre-tax Impact
|
|||||||||
|
Opportunistic sales
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,976
|
|
|
$
|
16,976
|
|
|
Exit sales
|
6
|
|
|
25,861
|
|
|
154
|
|
|
(16,092
|
)
|
|
9,923
|
|
||||
|
Total sales
|
17
|
|
|
$
|
25,861
|
|
|
$
|
154
|
|
|
$
|
884
|
|
|
$
|
26,899
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
Net change in fair value of derivatives, net of tax expense of $193 and $0, respectively
|
8,127
|
|
|
12
|
|
||
|
Derivative loss reclassified into earnings
|
9,711
|
|
|
8,854
|
|
||
|
Total comprehensive income
|
$
|
50,692
|
|
|
$
|
12,002
|
|
|
•
|
$3.1 million
of net income; and
|
|
•
|
$8.9 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
|
•
|
$32.9 million
of net income;
|
|
•
|
an
$8.1 million
gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
three months ended
June 30, 2013
, partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
|
•
|
$9.7 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Revenues:
|
|
|
|
||||
|
Lease rental revenue
|
$
|
314,508
|
|
|
$
|
357,566
|
|
|
Finance lease revenue
|
7,998
|
|
|
7,884
|
|
||
|
Amortization of net lease premiums, discounts and lease incentives
|
(15,790
|
)
|
|
(6,177
|
)
|
||
|
Maintenance revenue (including contra maintenance revenue of $0 and $16,382 for the six months ended June 30, 2013 and 2014, respectively)
|
30,051
|
|
|
39,224
|
|
||
|
Total lease revenue
|
336,767
|
|
|
398,497
|
|
||
|
Other revenue
|
9,800
|
|
|
4,252
|
|
||
|
Total revenues
|
346,567
|
|
|
402,749
|
|
||
|
Operating expenses:
|
|
|
|
||||
|
Depreciation
|
141,979
|
|
|
149,711
|
|
||
|
Interest, net
|
125,808
|
|
|
124,757
|
|
||
|
Selling, general and administrative
|
26,467
|
|
|
28,001
|
|
||
|
Impairment of aircraft
|
6,199
|
|
|
46,569
|
|
||
|
Maintenance and other costs
|
9,550
|
|
|
4,509
|
|
||
|
Total operating expenses
|
310,003
|
|
|
353,547
|
|
||
|
Other income (expense):
|
|
|
|
||||
|
Gain on sale of flight equipment
|
22,509
|
|
|
1,994
|
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
(36,570
|
)
|
||
|
Other
|
4,161
|
|
|
757
|
|
||
|
Total other income (expense)
|
26,670
|
|
|
(33,819
|
)
|
||
|
Income from continuing operations before income taxes
|
63,234
|
|
|
15,383
|
|
||
|
Income tax provision
|
7,316
|
|
|
7,441
|
|
||
|
Earnings of unconsolidated equity method investment, net of tax
|
—
|
|
|
971
|
|
||
|
Net income
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
•
|
$89.3 million of revenue reflecting the full quarter impact of 22 aircraft purchased in 2013 and ten aircraft purchased in 2014.
|
|
•
|
$37.2 million due to aircraft sales; and
|
|
•
|
$9.0 million from the effect of lease terminations and other changes and $2.1 million due to lease extensions and transitions.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Amortization of lease incentives
|
$
|
(12,186
|
)
|
|
$
|
(6,154
|
)
|
|
Amortization of lease premiums
|
(4,126
|
)
|
|
(4,513
|
)
|
||
|
Amortization of lease discounts
|
522
|
|
|
4,490
|
|
||
|
Amortization of net lease premiums, discounts and lease incentives
|
$
|
(15,790
|
)
|
|
$
|
(6,177
|
)
|
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2013
|
|
2014
|
||||||||
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
|
Dollars
(in thousands)
|
|
Number of
Leases
|
||||
|
Unscheduled lease terminations
|
$
|
19,995
|
|
|
7
|
|
$
|
180
|
|
|
1
|
|
Scheduled lease terminations
|
10,056
|
|
|
4
|
|
39,044
|
|
|
15
|
||
|
Maintenance revenue
|
$
|
30,051
|
|
|
11
|
|
$
|
39,224
|
|
|
16
|
|
•
|
a $30.7 million increase in depreciation for aircraft acquired; and
|
|
•
|
a $1.1 million decrease due to changes in asset lives and residual values.
|
|
•
|
a $22.7 million decrease in depreciation for aircraft sales; and
|
|
•
|
a $1.3 million increase due to capitalized aircraft improvements being fully depreciated.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
|
$
|
99,414
|
|
|
$
|
99,857
|
|
|
Hedge ineffectiveness losses
|
104
|
|
|
59
|
|
||
|
Amortization of interest rate derivatives related to deferred losses
|
17,985
|
|
|
18,181
|
|
||
|
Amortization of deferred financing fees and notes discount
|
8,781
|
|
|
6,987
|
|
||
|
Interest Expense
|
126,284
|
|
|
125,084
|
|
||
|
Less interest income
|
(476
|
)
|
|
(327
|
)
|
||
|
Interest, net
|
$
|
125,808
|
|
|
$
|
124,757
|
|
|
•
|
a $0.4 million increase in interest expense on our borrowings driven by higher interest on borrowings of $3.4 million as a result of the impact of higher weighted average debt outstanding ($3.87 billion for the
six months ended
June 30, 2014
as compared to $3.53 billion for the
six months ended
June 30, 2013
), partially offset by loan breakage fees in connection with the early repayment of two ECA loans in June 2013 of $3.0 million; and
|
|
•
|
a $1.8 million decrease in deferred financing fees primarily due to the write-off of $3.8 million of fees related to the early repayment of two ECA Loans in June 2013.
|
|
|
Number of Aircraft
|
|
Maintenance Revenue
|
|
Lease Incentive Revenue
|
|
Gain (Loss) on Sale of Flight Equipment
|
|
Pre-tax Impact
|
|||||||||
|
Opportunistic sales
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,976
|
|
|
$
|
16,976
|
|
|
Exit sales
|
12
|
|
|
27,929
|
|
|
154
|
|
|
(14,982
|
)
|
|
13,101
|
|
||||
|
Total sales
|
23
|
|
|
$
|
27,929
|
|
|
$
|
154
|
|
|
$
|
1,994
|
|
|
$
|
30,077
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Net income
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Net change in fair value of derivatives, net of tax expense of $311 and $804, respectively
|
11,953
|
|
|
382
|
|
||
|
Derivative loss reclassified into earnings
|
17,985
|
|
|
18,181
|
|
||
|
Total comprehensive income
|
$
|
85,856
|
|
|
$
|
27,476
|
|
|
•
|
$8.9 million
of net income;
|
|
•
|
$0.4 million
gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
three months ended
June 30, 2014
partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
|
•
|
$18.2 million
of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
|
•
|
$55.9
million of net income;
|
|
•
|
a
$12.0
million gain from a change in fair value of interest rate derivatives, net of taxes which is due primarily to net settlements for the
six months ended
June 30, 2013
, partially offset by a slight loss due to a downward shift in the one-month LIBOR forward curve; and
|
|
•
|
$18.0
million of amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
|
|
•
|
lines of credit, our securitizations, term financings, secured borrowings supported by export credit agencies for new aircraft acquisitions and bank financings secured by aircraft purchases;
|
|
•
|
unsecured indebtedness, including an unsecured revolving credit facility and unsecured senior notes;
|
|
•
|
sales of common shares; and
|
|
•
|
asset sales.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Net cash flow provided by operating activities
|
$
|
193,439
|
|
|
$
|
214,005
|
|
|
Net cash flow provided by (used in) investing activities
|
(45,408
|
)
|
|
(592,567
|
)
|
||
|
Net cash flow (used in) provided by financing activities
|
(335,978
|
)
|
|
(88,519
|
)
|
||
|
•
|
a $52.9 million increase in cash from lease rentals; and
|
|
•
|
a $5.0 million decrease in cash paid for maintenance.
|
|
•
|
a $26.6 million decrease in cash from working capital; and
|
|
•
|
a $12.0 million increase in cash paid for interest.
|
|
•
|
a $503.4 million increase in the acquisition and improvement of flight equipment;
|
|
•
|
a $42.0 million decrease in principal repayments on debt investments;
|
|
•
|
an $7.9 million decrease in proceeds from the sale of flight equipment; and
|
|
•
|
a $1.9 million increase in aircraft purchase deposits.
|
|
•
|
a $803.2 million increase in proceeds from our Senior Notes due 2021 and bank debt financings on aircraft purchases;
|
|
•
|
a $95.5 million increase in restricted cash and cash equivalents related to security deposits and maintenance payments; and
|
|
•
|
a $5.8 million decrease in net repurchases of common shares.
|
|
•
|
a $533.4 million increase in securitization and term debt repayments primarily due to the repayment of $219.9 million for Securitization No. 1 in February 2014 and of $450.0 million for our 9.75% Senior Notes due 2018 in April 2014;
|
|
•
|
a $33.4 million increase in payments for terminated cash flow hedges related to the pay-off of Securitization No. 1;
|
|
•
|
a $32.8 million increase in debt extinguishment costs related to the call premium on our 9.75% Senior Notes due 2018 repaid in April 2014;
|
|
•
|
a $18.0 million decrease in security deposits received net of security deposits returned;
|
|
•
|
a $15.2 million increase in deferred financing costs related to the issuance of our Senior Notes due 2021 and bank financings on five acquired aircraft in the first quarter of 2014;
|
|
•
|
a $14.3 million decrease in maintenance deposits received net of maintenance deposits returned; and
|
|
•
|
a $9.8 million increase in dividends.
|
|
Debt Obligation
|
Collateral
|
|
Outstanding Borrowing
|
|
Number of Aircraft
|
|
Interest Rate
(1)
|
|
Final Stated Maturity
(2)
|
||
|
|
(Dollars in thousands)
|
||||||||||
|
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
||
|
Securitization No. 2
|
Interests in aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
497,001
|
|
|
36
|
|
0.46%
|
|
06/14/37
|
|
|
ECA Term Financings
|
Interests in aircraft, aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
471,978
|
|
|
8
|
|
3.02% to 3.96%
|
|
12/3/21 to 11/30/24
|
|
|
Bank Financings
|
Interests in aircraft, aircraft leases, beneficial interests in aircraft owning/leasing entities and related interests
|
|
583,514
|
|
|
13
|
|
1.05% to 5.09%
|
|
09/15/15 to 04/19/25
|
|
|
Total secured debt financings
|
|
|
1,552,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
||
|
Senior Notes due 2017
|
None
|
|
500,000
|
|
|
—
|
|
6.75%
|
|
04/15/17
|
|
|
Senior Notes due 2018
|
None
|
|
400,000
|
|
|
—
|
|
4.625%
|
|
12/05/18
|
|
|
Senior Notes due 2019
|
None
|
|
500,000
|
|
|
—
|
|
6.25%
|
|
12/01/19
|
|
|
Senior Notes due 2020
|
None
|
|
300,000
|
|
|
—
|
|
7.625%
|
|
04/15/20
|
|
|
Senior Notes due 2021
|
None
|
|
500,000
|
|
|
—
|
|
5.125%
|
|
03/15/21
|
|
|
2014 Revolving Credit Facility
(3)
|
None
|
|
—
|
|
|
—
|
|
N/A
|
|
03/31/18
|
|
|
Total unsecured debt financings
|
|
|
2,200,000
|
|
|
|
|
|
|
|
|
|
Total secured and unsecured debt financings
|
|
|
$
|
3,752,493
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 2 and six of our Bank Financings. All other financings have a fixed rate.
|
|
(2)
|
For Securitization No. 2, all cash flows available after expenses and interest are applied to debt amortization.
|
|
(3)
|
On March 31, 2014, we amended and restructured our existing $335.0 million 2013 Revolving Credit Facility with a new unsecured revolving credit facility (the “2014 Revolving Credit Facility”). The 2014 Revolving Credit Facility was increased to $450.0 million, has a term of four years, is scheduled to expire in March 2018 and was undrawn at June 30, 2014.
|
|
|
|
|
Available Liquidity
|
|
|
|
|
||||||
|
Facility
|
Liquidity Facility Provider
|
|
December 31,
2013 |
|
June 30,
2014 |
|
Unused
Fee
|
|
Interest Rate
on any Advances
|
||||
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||
|
Securitization No. 2
|
HSH Nordbank AG
|
|
$
|
65,000
|
|
|
$
|
65,000
|
|
|
0.50%
|
|
1M Libor + 0.75
|
|
•
|
an increase in borrowings and interest payments as a result of the closing of our Senior Notes due 2021 in March 2014; and
|
|
•
|
additional bank financings on five aircraft.
|
|
•
|
the repayments of Securitization No. 1 in February 2014 and our 9.75% Senior Notes due 2018 in April 2014, respectively; and
|
|
|
Payments Due By Period as of June 30, 2014
|
||||||||||||||||||
|
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
|
Principal payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Senior Notes due 2017 - 2021
|
$
|
2,200,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
400,000
|
|
|
$
|
1,300,000
|
|
|
Securitization No. 2
(1)
|
497,001
|
|
|
153,684
|
|
|
216,059
|
|
|
127,258
|
|
|
—
|
|
|||||
|
ECA Term Financings
(2)
|
471,978
|
|
|
44,600
|
|
|
94,050
|
|
|
100,941
|
|
|
232,387
|
|
|||||
|
Bank Financings
(3)
|
590,417
|
|
|
54,655
|
|
|
110,238
|
|
|
166,727
|
|
|
258,797
|
|
|||||
|
Total principal payments
|
3,759,396
|
|
|
252,939
|
|
|
920,347
|
|
|
794,926
|
|
|
1,791,184
|
|
|||||
|
Interest payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest payments on debt obligations
(4)
|
875,297
|
|
|
170,555
|
|
|
330,448
|
|
|
232,777
|
|
|
141,517
|
|
|||||
|
Interest payments on interest rate derivatives
(5)
|
8,811
|
|
|
4,186
|
|
|
4,625
|
|
|
—
|
|
|
—
|
|
|||||
|
Total interest payments
|
884,108
|
|
|
174,741
|
|
|
335,073
|
|
|
232,777
|
|
|
141,517
|
|
|||||
|
Office leases
(6)
|
7,285
|
|
|
1,134
|
|
|
1,886
|
|
|
1,501
|
|
|
2,764
|
|
|||||
|
Purchase obligations
(7)
|
490,155
|
|
|
490,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
$
|
5,140,944
|
|
|
$
|
918,969
|
|
|
$
|
1,257,306
|
|
|
$
|
1,029,204
|
|
|
$
|
1,935,465
|
|
|
(1)
|
Estimated principal payments for these non-recourse financings are based on excess cash flows available from forecasted lease rentals, net maintenance funding and proceeds from asset dispositions after the payment of forecasted operating expenses and interest payments, including interest payments on existing interest rate derivative agreements and policy provider fees.
|
|
(2)
|
Includes scheduled principal payments based upon eight fixed rate, 12-year, fully amortizing loans.
|
|
(3)
|
Includes principal payments based upon individual loan amortization schedules.
|
|
(4)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at
June 30, 2014
.
|
|
(5)
|
Future interest payments on derivative financial instruments are estimated using the spread between the floating interest rates and the fixed interest rates in effect at
June 30, 2014
.
|
|
(6)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
|
(7)
|
At
June 30, 2014
, we had commitments to acquire
seven
aircraft including three mid-aged, current technology narrow-bodies aircraft which we expect will close during the third quarter of 2014 and four 777-300ER aircraft expected to be purchased from and leased back to LATAM, once the existing financings are repaid. We now expect this transaction to be completed during the first half of 2015.
|
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
Hedged Item
|
Current
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Future
Maximum
Notional
Amount
|
|
Floating
Rate
|
|
Fixed
Rate
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
|
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Securitization No. 2
|
$
|
422,276
|
|
|
Jun-12
|
|
Jun-17
|
|
$
|
422,276
|
|
|
1M LIBOR
|
|
1.26%
to 1.28% |
|
Fair value of
derivative liabilities |
|
$
|
4,757
|
|
|
Hedged Item
|
Original
Maximum
Notional
Amount
|
|
Effective
Date
|
|
Maturity
Date
|
|
Fixed
Rate
%
|
|
Termination
Date
|
|
Deferred
(Gain) or
Loss Upon
Termination
|
|
Unamortized
Deferred
(Gain) or
Loss at
June 30,
2014
|
|
|
|
Next Twelve Months
(2)
|
||||||||||||||
|
2013
(1)
|
|
2014
(1)
|
|
||||||||||||||||||||||||||||
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||||||
|
Securitization No. 2
|
410,000
|
|
|
Feb-07
|
|
Apr-17
|
|
5.14
|
|
|
Jun-07
|
|
(3,119
|
)
|
|
(536
|
)
|
|
(155
|
)
|
|
(130
|
)
|
|
(236
|
)
|
|||||
|
Term Financing No. 1
|
150,000
|
|
|
Jul-07
|
|
Dec-17
|
|
5.14
|
|
|
Mar-08
|
|
15,281
|
|
|
3,864
|
|
|
728
|
|
|
656
|
|
|
1,227
|
|
|||||
|
Term Financing No. 1
|
440,000
|
|
|
Jun-07
|
|
Feb-13
|
|
4.88
|
|
|
Partial – Mar-08
Full – Jun-08
|
|
26,281
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|||||
|
Term Financing No. 1
|
248,000
|
|
|
Aug-07
|
|
May-13
|
|
5.33
|
|
|
Jun-08
|
|
9,888
|
|
|
—
|
|
|
722
|
|
|
—
|
|
|
—
|
|
|||||
|
Term Financing No. 1
(3)
|
710,068
|
|
|
Jun-08
|
|
May-13
|
|
4.04
|
|
|
De-designated –
Mar-12
Terminated –
April-12
|
|
19,026
|
|
|
—
|
|
|
5,695
|
|
|
—
|
|
|
—
|
|
|||||
|
Term Financing No. 1
(3)
|
491,718
|
|
|
May-13
|
|
May-15
|
|
5.31
|
|
|
De-designated –
Mar-12
Terminated –
April-12
|
|
31,403
|
|
|
11,313
|
|
|
3,192
|
|
|
7,943
|
|
|
11,313
|
|
|||||
|
Senior Notes due 2018
|
360,000
|
|
|
Jan-08
|
|
Feb-19
|
|
5.16
|
|
|
Partial – Jun-08
Full – Oct-08
|
|
23,077
|
|
|
6,226
|
|
|
351
|
|
|
797
|
|
|
1,519
|
|
|||||
|
ECA Term Financing for New A330 Aircraft
|
231,000
|
|
|
Apr-10
|
|
Oct-15
|
|
5.17
|
|
|
Partial – Jun-08
Full – Dec-08
|
|
15,310
|
|
|
1,380
|
|
|
3,445
|
|
|
349
|
|
|
983
|
|
|||||
|
ECA Term Financing for New A330 Aircraft
|
238,000
|
|
|
Jan-11
|
|
Apr-16
|
|
5.23
|
|
|
Dec-08
|
|
19,430
|
|
|
5,078
|
|
|
1,770
|
|
|
1,623
|
|
|
3,019
|
|
|||||
|
ECA Term Financing for New A330 Aircraft
|
238,000
|
|
|
Jul-11
|
|
Sep-16
|
|
5.27
|
|
|
Dec-08
|
|
17,254
|
|
|
3,841
|
|
|
1,108
|
|
|
1,016
|
|
|
1,888
|
|
|||||
|
Securitization No. 1
|
451,911
|
|
|
Jun-06
|
|
Jun-16
|
|
5.78
|
|
|
Feb-14
|
|
20,762
|
|
|
16,605
|
|
|
—
|
|
|
4,157
|
|
|
8,665
|
|
|||||
|
Securitization No. 1
|
108,089
|
|
|
Jun-06
|
|
Jun-16
|
|
5.78
|
|
|
Feb-14
|
|
6,101
|
|
|
4,879
|
|
|
—
|
|
|
1,222
|
|
|
2,546
|
|
|||||
|
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
200,694
|
|
|
$
|
52,650
|
|
|
$
|
17,240
|
|
|
$
|
17,633
|
|
|
$
|
30,924
|
|
||
|
(1)
|
Amount of deferred (gain) or loss amortized (including accelerated amortization) into interest expense for the six months ended June 30, 2013 and 2014.
|
|
(2)
|
Amount of Deferred (Gain) or Loss Expected to be Amortized over the Next Twelve Months.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30, 2014
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Interest expense:
|
|
|
|
|
|
|
|
||||||||
|
Hedge ineffectiveness losses
|
$
|
(24
|
)
|
|
$
|
6
|
|
|
$
|
104
|
|
|
$
|
59
|
|
|
Amortization:
|
|
|
|
|
|
|
|
||||||||
|
Accelerated amortization of deferred losses
(1)
|
2,027
|
|
|
3
|
|
|
2,027
|
|
|
3
|
|
||||
|
Amortization of loss on designated interest rate derivative
|
404
|
|
|
—
|
|
|
745
|
|
|
548
|
|
||||
|
Amortization of deferred losses
|
7,280
|
|
|
8,851
|
|
|
15,213
|
|
|
17,630
|
|
||||
|
Total Amortization
|
9,711
|
|
|
8,854
|
|
|
17,985
|
|
|
18,181
|
|
||||
|
Total charged to interest expense
|
$
|
9,687
|
|
|
$
|
8,860
|
|
|
$
|
18,089
|
|
|
$
|
18,240
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other income:
|
|
|
|
|
|
|
|
||||||||
|
Mark to market gains on undesignated interest rate derivatives
|
$
|
1,657
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
|
$
|
681
|
|
|
Total charged to other income
|
$
|
1,657
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
|
$
|
681
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Depreciation
|
72,079
|
|
|
75,784
|
|
|
141,979
|
|
|
149,711
|
|
||||
|
Amortization of net lease discounts and lease incentives
|
8,709
|
|
|
(414
|
)
|
|
15,790
|
|
|
6,177
|
|
||||
|
Interest, net
|
66,656
|
|
|
60,494
|
|
|
125,808
|
|
|
124,757
|
|
||||
|
Income tax provision
|
3,732
|
|
|
6,558
|
|
|
7,316
|
|
|
7,441
|
|
||||
|
EBITDA
|
$
|
184,030
|
|
|
$
|
145,558
|
|
|
$
|
346,811
|
|
|
$
|
296,999
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Impairment of aircraft
|
—
|
|
|
28,306
|
|
|
6,199
|
|
|
46,569
|
|
||||
|
Loss on extinguishment of debt
|
—
|
|
|
36,570
|
|
|
—
|
|
|
36,570
|
|
||||
|
Non-cash share based payment expense
|
1,053
|
|
|
1,228
|
|
|
1,864
|
|
|
2,218
|
|
||||
|
Gain on mark to market of interest rate derivative contracts
|
(1,657
|
)
|
|
—
|
|
|
(2,872
|
)
|
|
(681
|
)
|
||||
|
Adjusted EBITDA
|
$
|
183,426
|
|
|
$
|
211,662
|
|
|
$
|
352,002
|
|
|
$
|
381,675
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net income
|
$
|
32,854
|
|
|
$
|
3,136
|
|
|
$
|
55,918
|
|
|
$
|
8,913
|
|
|
Loss on extinguishment of debt
(2)
|
—
|
|
|
36,570
|
|
|
—
|
|
|
36,570
|
|
||||
|
Loan termination fee
(1)
|
2,954
|
|
|
—
|
|
|
2,954
|
|
|
—
|
|
||||
|
Ineffective portion and termination of hedges
(1)
|
2,003
|
|
|
9
|
|
|
2,131
|
|
|
62
|
|
||||
|
Gain on mark to market of interest rate derivative contracts
(2)
|
(1,657
|
)
|
|
—
|
|
|
(2,872
|
)
|
|
(681
|
)
|
||||
|
Write-off of deferred financing fees
(1)
|
3,825
|
|
|
—
|
|
|
3,825
|
|
|
—
|
|
||||
|
Stock compensation expense
(3)
|
1,053
|
|
|
1,228
|
|
|
1,864
|
|
|
2,218
|
|
||||
|
Term Financing No. 1 hedge loss amortization charges
(1)
|
4,604
|
|
|
3,839
|
|
|
8,887
|
|
|
7,943
|
|
||||
|
Securitization No. 1 hedge loss amortization charges
(1)
|
404
|
|
|
2,910
|
|
|
745
|
|
|
5,927
|
|
||||
|
Adjusted net income
|
$
|
46,040
|
|
|
$
|
47,692
|
|
|
$
|
73,452
|
|
|
$
|
60,952
|
|
|
(1)
|
Included in Interest, net.
|
|
(2)
|
Included in Other income (expense).
|
|
(3)
|
Included in Selling, general and administrative expenses.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
Weighted-average shares:
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
|
Common shares outstanding
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
|
Restricted common shares
|
631,368
|
|
|
643,590
|
|
|
508,288
|
|
|
572,452
|
|
|
Total weighted-average shares
|
68,460,287
|
|
|
81,033,586
|
|
|
68,370,801
|
|
|
80,961,143
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
Percentage of weighted-average shares:
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
|
Common shares outstanding
|
99.08
|
%
|
|
99.21
|
%
|
|
99.26
|
%
|
|
99.29
|
%
|
|
Restricted common shares
|
0.92
|
%
|
|
0.79
|
%
|
|
0.74
|
%
|
|
0.71
|
%
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||
|
Weighted-average common shares outstanding – Basic
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
|
Effect of dilutive shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Weighted-average common shares outstanding - Diluted
(b)
|
67,828,919
|
|
|
80,389,996
|
|
|
67,862,513
|
|
|
80,388,691
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
||||||||
|
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||
|
Adjusted net income allocation:
|
|
|
|
|
|
|
|
||||||||
|
Adjusted net income
|
$
|
46,040
|
|
|
$
|
47,692
|
|
|
$
|
73,452
|
|
|
$
|
60,952
|
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(a)
|
(425
|
)
|
|
(379
|
)
|
|
(546
|
)
|
|
(431
|
)
|
||||
|
Adjusted net income allocable to common shares – Basic and Diluted
|
$
|
45,615
|
|
|
$
|
47,313
|
|
|
$
|
72,906
|
|
|
$
|
60,521
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted net income per common share – Basic and Diluted
|
$
|
0.67
|
|
|
$
|
0.59
|
|
|
$
|
1.07
|
|
|
$
|
0.75
|
|
|
(a)
|
For the three months ended June 30, 2013 and 2014, distributed and undistributed earnings to restricted shares is
0.92%
and
0.79%
of net income. For the
six months ended
June 30, 2013
and 2014, distributed and undistributed earnings to restricted shares is
0.74%
and
0.71%
of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings.
|
|
(b)
|
For the
three and six months ended
June 30, 2013
and
2014
, we had
no
dilutive shares.
|
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our aircraft, which affects the aircraft’s availability for use and may be indicative of future needs for capital expenditures;
|
|
•
|
the cash portion of income tax (benefit) provision generally represents charges (gains), which may significantly affect our financial results;
|
|
•
|
elements of our interest rate derivative accounting may be used to evaluate the effectiveness of our hedging policy;
|
|
•
|
loss on the extinguishment of debt related to our 9.75% Senior Notes due 2018;
|
|
•
|
hedge loss amortization charges related to Term Financing No. 1 and Securitization No. 1; and
|
|
•
|
adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
|
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(a)
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(a)
|
||||||
|
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
|
April
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
30,000
|
|
|
May
|
—
|
|
|
|
|
—
|
|
|
30,000
|
|
|||
|
June
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
||
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
30,000
|
|
|
(a)
|
The remaining dollar value of common shares that may be purchased under the repurchase program approved by the Company’s Board of Directors on November 5, 2012 was
$30,000
. This authorization expired on July 28, 2014.
|
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
3.1
|
|
Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
|
3.2
|
|
Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
|
4.1
|
|
Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
|
4.2
|
|
Indenture, dated as of July 30, 2010, by and among Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on August 4, 2010).
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of December 9, 2011, by and among Aircastle Limited and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on December 12, 2011).
|
|
|
4.4
|
|
Indenture, dated as of April 4, 2012, by and among Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on April 4, 2012).
|
|
|
4.5
|
|
Indenture, dated as of November 30, 2012, by and among Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 30, 2012).
|
|
|
4.6
|
|
|
Shareholder Agreement dated as of June 6, 2013, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on June 6, 2013).
|
|
4.7
|
|
|
Second Supplemental Indenture, dated as of March 26, 2014 by and among Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s current Report on Form 8-K filed with the SEC on March 26, 2014.
|
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of March 31, 2014, 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.
|
|
|
10.2
|
|
Form of Aircraft Lease Agreement, dated February 21, 2014, between Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee, as Lessor, and LATAM Airlines Group S.A., as Lessee.
†
|
|
|
10.3
|
|
Aircraft Lease Shared Terms, dated February 21, 2014, for LATAM Airlines Group S.A., as Lessee.
†
|
|
|
10.4
|
|
Form of Aircraft Purchase Agreement, dated February 21, 2014, between Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee, as Purchaser, and LATAM Airlines Group S.A.
†
|
|
|
10.5
|
|
Framework Deed, dated February 21, 2014, between Aircastle Holding Corporation Limited and LATAM Airlines Group S.A.
†
|
|
|
10.6
|
|
Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current Report on Form 8-K filed with the SEC on May 23, 2014.
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
|
|
99.1
|
|
Owned Aircraft Portfolio at June 30, 2014. *
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and June 30, 2014, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2014, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2014, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2014, and (v) Notes to Unaudited Consolidated Financial Statements
r
|
|
|
|
AIRCASTLE LIMITED
|
|
|
|
(Registrant)
|
|
|
|
By:
|
/s/ Aaron Dahlke
|
|
|
|
Aaron Dahlke
|
|
|
|
Chief Accounting Officer and Authorized Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|