UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 2015 (August 6, 2015)
Aircastle Limited
(Exact name of registrant as specified in its charter)
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| Bermuda |
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001-32959 |
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98-0444035 |
| (State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| c/o Aircastle Advisor LLC, 300 First Stamford Place,
Stamford, Connecticut |
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06902 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (203) 504-1020
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 – Financial Information
| Item 2.02 |
Results of Operations and Financial Condition. |
On August 6, 2015, Aircastle
Limited (the “Company”) announced financial results for its second quarter 2015 as described in the press release furnished hereto as Exhibit 99.1, which is incorporated herein by reference.
The information furnished pursuant to this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings
under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Section 9 – Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits. |
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| 99.1 |
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Press Release dated August 6, 2015 which is being furnished hereto pursuant to Item 2.02. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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AIRCASTLE LIMITED
(Registrant) |
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/s/ Michael Inglese |
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Michael Inglese |
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Chief Financial Officer |
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Date: August 7, 2015
3
EXHIBIT INDEX
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| Exhibit
Number |
|
Description |
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|
| 99.1 |
|
Press Release dated August 6, 2015 |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Frank Constantinople,
SVP Investor Relations
Tel: +1-203-504-1063
fconstantinople@aircastle.com
The IGB Group
Leon Berman
Tel: +1-212-477-8438
lberman@igbir.com
Aircastle Announces Second
Quarter 2015 Results
Board Declares Third Quarter 2015 Dividend of $0.22 per Common Share
Second Quarter Highlights
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• |
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Net income of $41.8 million, or $0.51 per diluted common share, vs. $0.04 the prior year |
| |
• |
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Cash ROE was 14.6% and net cash interest margin was 9.1% |
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• |
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Acquired 19 aircraft for $553 million |
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• |
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Ordered 25 new technology Embraer E-Jet E2 aircraft, with the first delivery scheduled in 2018 |
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• |
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Sold ten aircraft for approximately $180 million and designated for sale two freighter aircraft; total net pre-tax contribution of $16.2 million |
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• |
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37th consecutive quarterly dividend declared by Aircastle’s Board of Directors |
Stamford, CT. August 6, 2015 – Aircastle Limited (the “Company” or “Aircastle”) (NYSE: AYR) reported second quarter 2015 net
income of $41.8 million, or $0.51 per diluted common share and adjusted net income of $47.2 million, or $0.58 per diluted common share on total revenues of $204.6 million.
Commenting on the results, Ron Wainshal, Aircastle’s CEO, stated “We are continuing to execute on our strategy of growing while upgrading
Aircastle’s portfolio. So far this year we’ve originated $1.0 billion in large, value-add deals with our airline customers while taking timely advantage of strong market conditions to sell older assets at attractive pricing. In the course
of doing so, we drove our cash ROE to 14.6% during the second quarter.”
Mr. Wainshal added, “Aircastle generated strong operating results
by managing our portfolio through prudent and proactive initiatives. Our portfolio utilization during the second quarter was in excess of 99% as we successfully redeployed ahead of schedule all of the aircraft we removed from Russia earlier this
year. Moreover, we continue to capitalize on strong lease demand by securing leases for nearly all of the aircraft we have coming off lease through next year, pushing the average remaining lease term to 5.8 years, nearly a year longer than a year
ago.”
Note: Non-GAAP items
reconciled in the Appendix.
5
Financial Results
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| (in thousands, except share data) |
|
Three Months Ended
June 30, |
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|
Six Months Ended
June 30, |
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| |
|
2015 |
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|
2014 |
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|
2015 |
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|
2014 |
|
| Total Revenues |
|
$ |
204,565 |
|
|
$ |
226,146 |
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|
$ |
398,861 |
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|
$ |
402,749 |
|
| Lease Rental and Finance Lease Revenues |
|
$ |
186,716 |
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|
$ |
187,128 |
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|
$ |
365,469 |
|
|
$ |
365,450 |
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| Adjusted EBITDA |
|
$ |
214,608 |
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|
$ |
211,662 |
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|
$ |
404,822 |
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|
$ |
381,675 |
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| Net income |
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$ |
41,808 |
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|
$ |
3,136 |
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|
$ |
85,077 |
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|
$ |
8,913 |
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| Per common share - Diluted |
|
$ |
0.51 |
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|
$ |
0.04 |
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|
$ |
1.05 |
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$ |
0.11 |
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| Adjusted net income |
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$ |
47,229 |
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|
$ |
47,692 |
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$ |
97,686 |
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$ |
60,952 |
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| Per common share - Diluted |
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$ |
0.58 |
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$ |
0.59 |
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$ |
1.20 |
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$ |
0.75 |
|
Second Quarter Results
Total revenues were $204.6 million, a decrease of $21.6 million, or 9.5%, from the previous year, driven by lower maintenance revenues of $14.8 million. During
the second quarter of 2014, we recorded $36.2 million of maintenance revenue related to nine aircraft that were sold, parted out or transitioned.
Lease
rental and finance lease revenues during the second quarter were $186.7 million. The small change in this revenue versus last year reflects the combined effects of asset acquisitions, aircraft dispositions and lease extensions.
Adjusted EBITDA for the second quarter was $214.6 million, up 1.4% versus the prior year’s quarter reflecting higher gains from aircraft sales of $20.2
million, partially offset by lower maintenance revenue of $14.8 million.
Adjusted net income for the quarter was $47.2 million, down 1.0% year over year.
Higher gains from aircraft sales of $20.2 million were offset by lower total revenues of $21.6 million.
Net income for the second quarter was $41.8
million versus $3.1 million the previous year. In the second quarter of 2014 we incurred bond redemption expenses of $36.6 million associated with refinancing $450 million of 9.75% senior unsecured notes due in 2018.
6
Aviation Assets
During the second quarter of 2015, we acquired nineteen aircraft for $553 million and committed to acquire six additional aircraft in 2015 for approximately
$200 million. Year-to-date, we acquired or committed to acquire a total of 31 aircraft that will close in 2015, for approximately $1.0 billion. The aircraft acquired during the first half of 2015 had a weighted average age of less than four years,
an average lease term of nearly nine years, and all but one were narrow-body aircraft.
During the second quarter of 2015, we completed the sale of ten
aircraft, including two older A330s and one 767-300ER. We also designated for sale in the third quarter two MD-11 freighter aircraft. The total pre-tax impact from this activity during the second quarter of 2015 was approximately $16.2 million.
Q2 2015 Opportunistic and Exit Aircraft Sales
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Number |
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Gain on |
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of |
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Maintenance |
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Sale of Flight |
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Pre-tax |
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| $ in thousands |
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Aircraft |
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Revenue |
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|
Equipment |
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Impairment |
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Impact |
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| Opportunistic Sales |
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8 |
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$ |
— |
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$ |
19,572 |
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$ |
— |
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$ |
19,572 |
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| Exit Sales |
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2 |
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7,034 |
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1,530 |
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(5,328 |
) |
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3,236 |
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| Total Sales |
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10 |
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7,034 |
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21,102 |
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(5,328 |
) |
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22,808 |
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| Freighter Exits (1) |
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2 |
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11,200 |
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— |
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(17,852 |
) |
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(6,652 |
) |
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| Total |
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12 |
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$ |
18,234 |
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$ |
21,102 |
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$ |
(23,180 |
) |
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$ |
16,156 |
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| (1) |
We intend to sell these freighter aircraft in the third quarter of 2015. |
As of June 30, 2015, Aircastle
owned 161 aircraft having a net book value of $6.1 billion. We also manage five aircraft with a net book value of approximately $500 million dollars on behalf of our joint venture with Ontario Teachers’ Pension Plan.
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Owned
Aircraft as of
June 30,
2015 |
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Owned
Aircraft as of
June 30,
2014 |
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| Total Flight Equipment Held for Lease ($ mils.) |
|
$ |
6,076 |
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$ |
5,651 |
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| Unencumbered Flight Equipment Held for Lease ($ mils.) |
|
$ |
3,705 |
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$ |
3,187 |
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| Number of Aircraft |
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161 |
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148 |
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| Number of Unencumbered Aircraft |
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110 |
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91 |
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| Passenger Aircraft (% of NBV) |
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|
87 |
% |
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|
84 |
% |
| Weighted Average Fleet Age (years)(2) |
|
|
8.0 |
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|
8.6 |
|
| Weighted Average Remaining Lease Term (years)(3) |
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5.8 |
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4.9 |
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| Weighted Average Fleet Utilization for the period ended(4) |
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|
99.1 |
% |
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|
100.0 |
% |
| Portfolio Yield for the period ended(5) |
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|
12.6 |
% |
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|
13.1 |
% |
| Net Cash Interest Margin(6) |
|
|
9.1 |
% |
|
|
9.7 |
% |
| (1) |
Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end. |
| (2) |
Weighted average age by net book value. |
| (3) |
Weighted average remaining lease term by net book value. |
| (4) |
Aircraft on-lease days as a percent of total days in period weighted by net book value. |
| (5) |
Lease rental revenue for the period as a percent of the average net book value of flight equipment held for lease for the period; quarterly information is annualized. |
| (6) |
Net Cash Interest Margin = Lease rental yield minus interest on borrowings, net of settlements on interest rate derivatives, and other liabilities / average NBV of flight equipment for the period calculated on a
quarterly basis, annualized. |
7
Embraer Order
On June 15, 2015, Aircastle entered into an agreement to purchase 25 new technology E-Jet E2 aircraft from Embraer S.A. The deliveries are scheduled to
begin in 2018 at a rate of roughly seven units per year through 2021. The agreement includes purchase rights for an additional 25 units, bringing the total potential order to up to 50 aircraft.
Financing Activity
In the second quarter of 2015, we
closed floating rate loans with Bank of Tokyo Mitsubishi UFJ and Development Bank of Japan, helping build our network of strong global banking relationships. These loans, which total $150 million, are secured by two A330-300 aircraft acquired during
the fourth quarter of 2014.
During the second quarter of 2015, we also extended the maturity of our $600 million revolving credit facility by one year,
to May of 2019.
Common Dividend
On August 4,
2015, Aircastle’s Board of Directors declared a third quarter 2015 cash dividend on its common shares of $0.22 per share, payable on September 15, 2015 to shareholders of record on August 31, 2015. This is our 37th consecutive dividend.
Conference Call
In connection with this earnings release, management will host an earnings conference call on Thursday, August 6, 2015 at 10:00 A.M. Eastern time. All
interested parties are welcome to participate on the live call. The conference call can be accessed by dialing (888) 539-3612 (from within the U.S. and Canada) or (719) 457-2085 (from outside of the U.S. and Canada) ten minutes prior to
the scheduled start and referencing the passcode “1175363”.
A simultaneous webcast of the conference call will be available to the public on a
listen-only basis at www.aircastle.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for one month following
the call. In addition to this earnings release an accompanying power point presentation has been posted to the Investor Relations section of Aircastle’s website.
For those who are not available to listen to the live call, a replay will be available until 1:00 P.M. Eastern time on Saturday, September 5, 2015 by
dialing (888) 203-1112 (from within the U.S. and Canada) or (719) 457-0820 (from outside of the U.S. and Canada); please reference passcode “1175363”.
About Aircastle Limited
Aircastle Limited acquires,
leases and sells commercial jet aircraft to airlines throughout the world. As of June 30, 2015, Aircastle’s aircraft portfolio consisted of 161 aircraft on lease with 52 customers located in 32 countries.
8
Safe Harbor
All statements included or incorporated by reference in this Press Release (this “Release”), 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 Release.
These risks or uncertainties include, but are not limited to, those described from time to time in Aircastle’s filings with the SEC and previously disclosed under “Risk Factors” in Item 1 A of Aircastle’s 2014 Annual Report
on Form 10-K, and elsewhere in this Release. 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 Release. Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future
events or circumstances.
9
Aircastle Limited and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)
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June 30,
2015 |
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December 31,
2014 |
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(Unaudited) |
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| ASSETS |
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| Cash and cash equivalents |
|
$ |
242,941 |
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$ |
169,656 |
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| Accounts receivable |
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|
4,996 |
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|
|
3,334 |
|
| Restricted cash and cash equivalents |
|
|
161,854 |
|
|
|
98,884 |
|
| Restricted liquidity facility collateral |
|
|
65,000 |
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|
|
65,000 |
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| Flight equipment held for lease, net of accumulated depreciation of $1,361,420 and $1,294,063 |
|
|
5,953,555 |
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5,579,718 |
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| Net investment in finance leases |
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122,855 |
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|
106,651 |
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| Unconsolidated equity method investment |
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|
48,712 |
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46,453 |
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| Other assets |
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203,762 |
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|
157,317 |
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| Total assets |
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$ |
6,803,675 |
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|
$ |
6,227,013 |
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|
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|
|
|
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| LIABILITIES |
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| Borrowings from secured financings |
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$ |
1,427,374 |
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$ |
1,396,454 |
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| Borrowings from unsecured financings |
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|
2,850,000 |
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|
2,400,000 |
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| Accounts payable, accrued expenses and other liabilities |
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|
156,045 |
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|
140,863 |
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| Lease rentals received in advance |
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|
56,785 |
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|
53,216 |
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| Liquidity facility |
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|
65,000 |
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|
65,000 |
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| Security deposits |
|
|
111,765 |
|
|
|
117,689 |
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| Maintenance payments |
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|
351,148 |
|
|
|
333,456 |
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|
|
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| Total liabilities |
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|
5,018,117 |
|
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|
4,506,678 |
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| Commitments and Contingencies |
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| SHAREHOLDERS’ EQUITY |
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| Preference shares, $.01 par value, 50,000,000 shares authorized, no shares issued and outstanding |
|
|
— |
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— |
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| Common shares, $.01 par value, 250,000,000 shares authorized, 81,181,495 shares issued and outstanding at June 30, 2015;
and 80,983,249 shares issued and outstanding at December 31, 2014 |
|
|
812 |
|
|
|
810 |
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| Additional paid-in capital |
|
|
1,566,268 |
|
|
|
1,565,180 |
|
| Retained earnings |
|
|
242,159 |
|
|
|
192,805 |
|
| Accumulated other comprehensive loss |
|
|
(23,681 |
) |
|
|
(38,460 |
) |
|
|
|
|
|
|
|
|
|
| Total shareholders’ equity |
|
|
1,785,558 |
|
|
|
1,720,335 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and shareholders’ equity |
|
$ |
6,803,675 |
|
|
$ |
6,227,013 |
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|
|
|
|
|
|
|
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|
10
Aircastle Limited and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lease rental revenue |
|
$ |
184,839 |
|
|
$ |
183,231 |
|
|
$ |
361,985 |
|
|
$ |
357,566 |
|
| Finance lease revenue |
|
|
1,877 |
|
|
|
3,897 |
|
|
|
3,484 |
|
|
|
7,884 |
|
| Amortization of lease premiums, discounts and lease incentives |
|
|
(4,351 |
) |
|
|
414 |
|
|
|
(8,175 |
) |
|
|
(6,177 |
) |
| Maintenance revenue |
|
|
21,349 |
|
|
|
36,182 |
|
|
|
39,422 |
|
|
|
39,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total lease revenue |
|
|
203,714 |
|
|
|
223,724 |
|
|
|
396,716 |
|
|
|
398,497 |
|
| Other revenue |
|
|
851 |
|
|
|
2,422 |
|
|
|
2,145 |
|
|
|
4,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
|
204,565 |
|
|
|
226,146 |
|
|
|
398,861 |
|
|
|
402,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation |
|
|
77,368 |
|
|
|
75,784 |
|
|
|
152,214 |
|
|
|
149,711 |
|
| Interest, net |
|
|
61,551 |
|
|
|
60,494 |
|
|
|
123,682 |
|
|
|
124,757 |
|
|
|
|
|
|
| Selling, general and administrative (including non-cash share based payment expense of $1,387 and $1,228 for the three months ended and
$2,557 and $2,218 for the six months ended June 30, 2015 and 2014, respectively) |
|
|
14,699 |
|
|
|
14,057 |
|
|
|
28,631 |
|
|
|
28,001 |
|
| Impairment of Aircraft |
|
|
23,955 |
|
|
|
28,306 |
|
|
|
23,955 |
|
|
|
46,569 |
|
| Maintenance and other costs |
|
|
3,663 |
|
|
|
2,646 |
|
|
|
6,606 |
|
|
|
4,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total expenses |
|
|
181,236 |
|
|
|
181,287 |
|
|
|
335,088 |
|
|
|
353,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on sale of flight equipment |
|
|
21,102 |
|
|
|
884 |
|
|
|
27,355 |
|
|
|
1,994 |
|
| Loss on extinguishment of debt |
|
|
— |
|
|
|
(36,570 |
) |
|
|
— |
|
|
|
(36,570 |
) |
| Other |
|
|
277 |
|
|
|
— |
|
|
|
271 |
|
|
|
757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income (expense) |
|
|
21,379 |
|
|
|
(35,686 |
) |
|
|
27,626 |
|
|
|
(33,819 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from continuing operations before income taxes |
|
|
44,708 |
|
|
|
9,173 |
|
|
|
91,399 |
|
|
|
15,383 |
|
| Income tax provision |
|
|
4,465 |
|
|
|
6,558 |
|
|
|
9,328 |
|
|
|
7,441 |
|
| Earnings of unconsolidated equity method investment, net of tax |
|
|
1,565 |
|
|
|
521 |
|
|
|
3,006 |
|
|
|
971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
$ |
41,808 |
|
|
$ |
3,136 |
|
|
$ |
85,077 |
|
|
$ |
8,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings per common share — Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income per share |
|
$ |
0.51 |
|
|
$ |
0.04 |
|
|
$ |
1.05 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings per common share — Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income per share |
|
$ |
0.51 |
|
|
$ |
0.04 |
|
|
$ |
1.05 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividends declared per share |
|
$ |
0.22 |
|
|
$ |
0.20 |
|
|
$ |
0.44 |
|
|
$ |
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Aircastle Limited and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended
June 30, |
|
| |
|
2015 |
|
|
2014 |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
85,077 |
|
|
$ |
8,913 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation |
|
|
152,214 |
|
|
|
149,711 |
|
| Amortization of deferred financing costs |
|
|
7,465 |
|
|
|
6,987 |
|
| Amortization of net lease discounts and lease incentives |
|
|
8,175 |
|
|
|
6,177 |
|
| Deferred income taxes |
|
|
(1,363 |
) |
|
|
3,999 |
|
| Non-cash share based payment expense |
|
|
2,557 |
|
|
|
2,218 |
|
| Cash flow hedges reclassified into earnings |
|
|
14,343 |
|
|
|
18,181 |
|
| Security deposits and maintenance payments included in earnings |
|
|
(22,382 |
) |
|
|
(40,006 |
) |
| Gain on sale of flight equipment |
|
|
(27,355 |
) |
|
|
(1,994 |
) |
| Loss on extinguishment of debt |
|
|
— |
|
|
|
36,570 |
|
| Impairment of aircraft |
|
|
23,955 |
|
|
|
46,569 |
|
| Other |
|
|
108 |
|
|
|
(91 |
) |
| Changes in certain assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(1,697 |
) |
|
|
(3,619 |
) |
| Other assets |
|
|
(2,155 |
) |
|
|
(1,914 |
) |
| Accounts payable, accrued expenses and other liabilities |
|
|
7,018 |
|
|
|
(20,438 |
) |
| Lease rentals received in advance |
|
|
3,646 |
|
|
|
2,742 |
|
|
|
|
|
|
|
|
|
|
| Net cash provided by operating activities |
|
|
249,606 |
|
|
|
214,005 |
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
| Acquisition and improvement of flight equipment and lease incentives |
|
|
(797,136 |
) |
|
|
(834,467 |
) |
| Proceeds from sale of flight equipment |
|
|
231,842 |
|
|
|
246,037 |
|
| Restricted cash and cash equivalents related to sale of flight equipment |
|
|
(76,433 |
) |
|
|
(7,600 |
) |
| Aircraft purchase deposits and progress payments |
|
|
(3,461 |
) |
|
|
(3,785 |
) |
| Net investment in finance leases |
|
|
(24,000 |
) |
|
|
(14,258 |
) |
| Collections on finance leases |
|
|
4,795 |
|
|
|
6,219 |
|
| Other |
|
|
(256 |
) |
|
|
87 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
|
(664,649 |
) |
|
|
(607,767 |
) |
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| Issuance of shares net of repurchases |
|
|
(1,960 |
) |
|
|
(2,091 |
) |
| Proceeds from notes and term debt financings |
|
|
800,000 |
|
|
|
803,200 |
|
| Securitization and term debt financing repayments |
|
|
(319,994 |
) |
|
|
(827,512 |
) |
| Debt extinguishment costs |
|
|
— |
|
|
|
(32,835 |
) |
| Deferred financing costs |
|
|
(11,658 |
) |
|
|
(15,834 |
) |
| Restricted liquidity facility collateral |
|
|
— |
|
|
|
42,000 |
|
| Liquidity facility |
|
|
— |
|
|
|
(42,000 |
) |
| Restricted cash and cash equivalents related to financing activities |
|
|
13,463 |
|
|
|
29,015 |
|
| Security deposits and maintenance payments received |
|
|
71,536 |
|
|
|
83,144 |
|
| Security deposits and maintenance payments returned |
|
|
(27,336 |
) |
|
|
(44,577 |
) |
| Payments for terminated cash flow hedges |
|
|
— |
|
|
|
(33,427 |
) |
| Dividends paid |
|
|
(35,723 |
) |
|
|
(32,402 |
) |
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities |
|
|
488,328 |
|
|
|
(73,319 |
) |
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash and cash equivalents |
|
|
73,285 |
|
|
|
(467,081 |
) |
| Cash and cash equivalents at beginning of period |
|
|
169,656 |
|
|
|
654,613 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
$ |
242,941 |
|
|
$ |
187,532 |
|
|
|
|
|
|
|
|
|
|
12
Aircastle Limited and Subsidiaries
Selected Financial Guidance Elements for the Third Quarter of 2015
($ in millions, except for percentages)
(Unaudited)
|
|
|
| Guidance Item |
|
Q3:15(1) |
| Lease rental revenue |
|
$182 - $186 |
| Finance lease revenue |
|
$1 - $2 |
| Maintenance revenue |
|
$2 - $4 |
| Amortization of net lease discounts and lease incentives |
|
($5) – ($6) |
| SG&A |
|
$14 - $15 |
| Depreciation |
|
$76 - $78 |
| Interest, net (2) |
|
$60 - $62 |
| Gain on sale |
|
$12 - $15 |
| Full year effective tax rate |
|
10% - 11% |
| (1) |
Excludes the impact of lease end part outs. |
| (2) |
Includes non-cash hedge loss amortization charges related to the payoff of Securitization No.1 of $2.7 million. |
13
Aircastle Limited and Subsidiaries
Supplemental Financial Information
(Amount in thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Revenues |
|
$ |
204,565 |
|
|
$ |
226,146 |
|
|
$ |
398,861 |
|
|
$ |
402,749 |
|
| EBITDA |
|
$ |
189,543 |
|
|
$ |
145,558 |
|
|
$ |
378,476 |
|
|
$ |
296,999 |
|
| Adjusted EBITDA |
|
$ |
214,608 |
|
|
$ |
211,662 |
|
|
$ |
404,822 |
|
|
$ |
381,675 |
|
| Adjusted net income |
|
$ |
47,229 |
|
|
$ |
47,692 |
|
|
$ |
97,686 |
|
|
$ |
60,952 |
|
| Adjusted net income allocable to common shares |
|
$ |
46,851 |
|
|
$ |
47,313 |
|
|
$ |
96,984 |
|
|
$ |
60,521 |
|
| Per common share - Basic |
|
$ |
0.58 |
|
|
$ |
0.59 |
|
|
$ |
1.20 |
|
|
$ |
0.75 |
|
| Per common share - Diluted |
|
$ |
0.58 |
|
|
$ |
0.59 |
|
|
$ |
1.20 |
|
|
$ |
0.75 |
|
| Basic common shares outstanding |
|
|
80,566 |
|
|
|
80,390 |
|
|
|
80,565 |
|
|
|
80,389 |
|
| Diluted common shares outstanding |
|
|
80,566 |
|
|
|
80,390 |
|
|
|
80,565 |
|
|
|
80,389 |
|
Refer to the selected information accompanying this press release for a reconciliation of GAAP to Non-GAAP information.
14
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
EBITDA and Adjusted EBITDA Reconciliation
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| |
|
(Dollars in thousands) |
|
| Net income |
|
$ |
41,808 |
|
|
$ |
3,136 |
|
|
$ |
85,077 |
|
|
$ |
8,913 |
|
| Depreciation |
|
|
77,368 |
|
|
|
75,784 |
|
|
|
152,214 |
|
|
|
149,711 |
|
| Amortization of net lease discounts and lease incentives |
|
|
4,351 |
|
|
|
(414 |
) |
|
|
8,175 |
|
|
|
6,177 |
|
| Interest, net |
|
|
61,551 |
|
|
|
60,494 |
|
|
|
123,682 |
|
|
|
124,757 |
|
| Income tax provision |
|
|
4,465 |
|
|
|
6,558 |
|
|
|
9,328 |
|
|
|
7,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EBITDA |
|
|
189,543 |
|
|
|
145,558 |
|
|
|
378,476 |
|
|
|
296,999 |
|
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment of aircraft |
|
|
23,955 |
|
|
|
28,306 |
|
|
|
23,955 |
|
|
|
46,569 |
|
| Loss on extinguishment of debt |
|
|
— |
|
|
|
36,570 |
|
|
|
— |
|
|
|
36,570 |
|
| Non-cash share based payment expense |
|
|
1,387 |
|
|
|
1,228 |
|
|
|
2,557 |
|
|
|
2,218 |
|
| Gain on mark to market of interest rate derivative contracts |
|
|
(277 |
) |
|
|
— |
|
|
|
(166 |
) |
|
|
(681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
214,608 |
|
|
$ |
211,662 |
|
|
$ |
404,822 |
|
|
$ |
381,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We define EBITDA as income (loss) from continuing operations before income taxes, interest expense, and depreciation and
amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-US GAAP measure is helpful in identifying trends in our performance.
This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting
current financial goals as well as achieving optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.
EBITDA provides us with a measure of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes
the impact of our capital structure (primarily interest charges on our outstanding debt) and asset base (primarily depreciation and amortization) from our operating results. Accordingly, this metric measures our financial performance based on
operational factors that management can impact in the short-term, namely the cost structure, or expenses, of the organization. EBITDA is one of the metrics used by senior management and the board of directors to review the consolidated financial
performance of our business.
We define Adjusted EBITDA as EBITDA (as defined above) further adjusted to give effect to adjustments required in
calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes. Adjusted EBITDA is a material component of these covenants.
15
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
Adjusted Net Income Reconciliation
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| |
|
(Dollars in thousands) |
|
| Net income |
|
$ |
41,808 |
|
|
$ |
3,136 |
|
|
$ |
85,077 |
|
|
$ |
8,913 |
|
| Loss on extinguishment of debt(2) |
|
|
— |
|
|
|
36,570 |
|
|
|
— |
|
|
|
36,570 |
|
| Ineffective portion and termination of hedges(1) |
|
|
294 |
|
|
|
9 |
|
|
|
294 |
|
|
|
62 |
|
| Gain on mark to market of interest rate derivative contracts(2) |
|
|
(277 |
) |
|
|
— |
|
|
|
(166 |
) |
|
|
(681 |
) |
| Non-cash share based payment expense(3) |
|
|
1,387 |
|
|
|
1,228 |
|
|
|
2,557 |
|
|
|
2,218 |
|
| Term Financing No. 1 hedge loss amortization charges(1) |
|
|
1,275 |
|
|
|
3,839 |
|
|
|
4,401 |
|
|
|
7,943 |
|
| Securitization No. 1 hedge loss amortization charges (1) |
|
|
2,742 |
|
|
|
2,910 |
|
|
|
5,523 |
|
|
|
5,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income |
|
$ |
47,229 |
|
|
$ |
47,692 |
|
|
$ |
97,686 |
|
|
$ |
60,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Included in Interest, net. |
| (2) |
Included in Other income (expense). |
| (3) |
Included in Selling, general and administrative expenses. |
16
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
Cash Return on Equity Calculation
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Cash Flow from
Operations |
|
|
Collections on
Finance Leases |
|
|
Gain (Loss) on
Sale of Eqt. |
|
|
Depreciation |
|
|
Distributions
from JV |
|
|
Cash Earnings |
|
|
Average
Shareholders’
Equity |
|
|
12 Month Cash
ROE |
|
| 2008 |
|
$ |
333,626 |
|
|
|
|
|
|
$ |
6,525 |
|
|
$ |
201,759 |
|
|
|
|
|
|
$ |
138,392 |
|
|
$ |
1,242,635 |
|
|
|
11.1 |
% |
| 2009 |
|
$ |
327,641 |
|
|
|
|
|
|
$ |
1,162 |
|
|
$ |
209,481 |
|
|
|
|
|
|
$ |
119,322 |
|
|
$ |
1,205,284 |
|
|
|
9.9 |
% |
| 2010 |
|
$ |
356,530 |
|
|
|
|
|
|
$ |
7,084 |
|
|
$ |
220,476 |
|
|
|
|
|
|
$ |
143,138 |
|
|
$ |
1,300,953 |
|
|
|
11.0 |
% |
| 2011 |
|
$ |
359,377 |
|
|
|
|
|
|
$ |
39,092 |
|
|
$ |
242,103 |
|
|
|
|
|
|
$ |
156,366 |
|
|
$ |
1,370,513 |
|
|
|
11.4 |
% |
| 2012 |
|
$ |
427,277 |
|
|
$ |
3,852 |
|
|
$ |
5,747 |
|
|
$ |
269,920 |
|
|
|
|
|
|
$ |
166,956 |
|
|
$ |
1,425,658 |
|
|
|
11.7 |
% |
| 2013 |
|
$ |
424,037 |
|
|
$ |
9,508 |
|
|
$ |
37,220 |
|
|
$ |
284,924 |
|
|
|
|
|
|
$ |
185,841 |
|
|
$ |
1,513,156 |
|
|
|
12.3 |
% |
| 2014 |
|
$ |
458,786 |
|
|
$ |
10,312 |
|
|
$ |
23,146 |
|
|
$ |
299,365 |
|
|
$ |
667 |
|
|
$ |
193,546 |
|
|
$ |
1,661,228 |
|
|
|
11.7 |
% |
| LTM |
|
$ |
494,387 |
|
|
$ |
8,888 |
|
|
$ |
48,507 |
|
|
$ |
301,868 |
|
|
$ |
131 |
|
|
$ |
250,045 |
|
|
$ |
1,711,152 |
|
|
|
14.6 |
% |
Note: LTM Average Shareholders’ Equity is the average of the most recent five quarters period end Shareholders’
Equity. Management believes that the cash return on equity metric (Cash ROE) when viewed in conjunction with the Company’s results under US GAAP and the above reconciliation, provide useful information about operating and
period-over-period performance, and provide additional information that is useful for evaluating the underlying operating performance of our business without regard to periodic reporting impacts related to non-cash revenue and expense items and
interest rate derivative accounting, while recognizing the depreciating nature of our assets.
17
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
Net Cash Interest Margin Calculation
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Average NBV
of Flight
Equipment |
|
|
Quarterly
Lease Rental
Revenue |
|
|
Cash Interest(1) |
|
|
Annualized Net
Cash Interest
Margin |
|
| Q1:11 |
|
$ |
4,041,967 |
|
|
$ |
141,116 |
|
|
$ |
41,278 |
|
|
|
9.9 |
% |
| Q2:11 |
|
$ |
4,143,446 |
|
|
$ |
143,356 |
|
|
$ |
43,217 |
|
|
|
9.7 |
% |
| Q3:11 |
|
$ |
4,222,512 |
|
|
$ |
145,890 |
|
|
$ |
42,066 |
|
|
|
9.8 |
% |
| Q4:11 |
|
$ |
4,374,921 |
|
|
$ |
149,848 |
|
|
$ |
43,041 |
|
|
|
9.8 |
% |
| Q1:12 |
|
$ |
4,388,008 |
|
|
$ |
152,242 |
|
|
$ |
44,969 |
|
|
|
9.8 |
% |
| Q2:12 |
|
$ |
4,516,973 |
|
|
$ |
153,624 |
|
|
$ |
48,798 |
|
|
|
9.3 |
% |
| Q3:12 |
|
$ |
4,602,185 |
|
|
$ |
159,546 |
|
|
$ |
41,373 |
|
|
|
10.3 |
% |
| Q4:12 |
|
$ |
4,605,783 |
|
|
$ |
158,090 |
|
|
$ |
43,461 |
|
|
|
10.0 |
% |
| Q1:13 |
|
$ |
4,619,204 |
|
|
$ |
156,590 |
|
|
$ |
48,591 |
|
|
|
9.4 |
% |
| Q2:13 |
|
$ |
4,711,790 |
|
|
$ |
157,918 |
|
|
$ |
47,869 |
|
|
|
9.3 |
% |
| Q3:13 |
|
$ |
4,717,877 |
|
|
$ |
161,148 |
|
|
$ |
47,682 |
|
|
|
9.6 |
% |
| Q4:13 |
|
$ |
4,972,040 |
|
|
$ |
169,274 |
|
|
$ |
49,080 |
|
|
|
9.7 |
% |
| Q1:14 |
|
$ |
5,168,851 |
|
|
$ |
174,335 |
|
|
$ |
51,685 |
|
|
|
9.5 |
% |
| Q2:14 |
|
$ |
5,582,359 |
|
|
$ |
183,231 |
|
|
$ |
48,172 |
|
|
|
9.7 |
% |
| Q3:14 |
|
$ |
5,412,299 |
|
|
$ |
178,886 |
|
|
$ |
44,820 |
|
|
|
9.9 |
% |
| Q4:14 |
|
$ |
5,373,733 |
|
|
$ |
178,202 |
|
|
$ |
44,459 |
|
|
|
10.0 |
% |
| Q1:15 |
|
$ |
5,637,513 |
|
|
$ |
177,146 |
|
|
$ |
50,235 |
|
|
|
9.0 |
% |
| Q2:15 |
|
$ |
5,850,516 |
|
|
$ |
184,839 |
|
|
$ |
51,413 |
|
|
|
9.1 |
% |
| (1) |
Excludes loan termination payments of $3.2 million and $3.0 million in the second quarter of 2011 and 2013 respectively. |
18
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
Reconciliation of Net Income Allocable to Common Shares
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, 2015 |
|
|
Six Months Ended
June 30, 2015 |
|
| Weighted-average shares(1): |
|
Shares |
|
|
Percent(2) |
|
|
Shares |
|
|
Percent(2) |
|
| Common shares outstanding – Basic |
|
|
80,566 |
|
|
|
99.20 |
% |
|
|
80,565 |
|
|
|
99.28 |
% |
| Unvested restricted common shares |
|
|
650 |
|
|
|
0.80 |
% |
|
|
583 |
|
|
|
0.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total weighted-average shares outstanding |
|
|
81,217 |
|
|
|
100.00 |
% |
|
|
81,149 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
$ |
41,808 |
|
|
|
100.00 |
% |
|
$ |
85,077 |
|
|
|
100.00 |
% |
| Distributed and undistributed earnings allocated to unvested restricted shares |
|
|
(335 |
) |
|
|
(0.80 |
%) |
|
|
(611 |
) |
|
|
(0.72 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings available to common shares |
|
$ |
41,473 |
|
|
|
99.20 |
% |
|
$ |
84,466 |
|
|
|
99.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income |
|
$ |
47,229 |
|
|
|
100.00 |
% |
|
$ |
97,686 |
|
|
|
100.00 |
% |
| Amounts allocated to unvested restricted shares |
|
|
(378 |
) |
|
|
(0.80 |
%) |
|
|
(702 |
) |
|
|
(0.72 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts allocated to common shares |
|
$ |
46,851 |
|
|
|
99.20 |
% |
|
$ |
96,984 |
|
|
|
99.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
For the three and six months ended June 30, 2015 the company had no dilutive shares. |
| (2) |
Percentages rounded to two decimal places. |
19
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
Reconciliation of Net Income Allocable to Common Shares
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
June 30, 2014 |
|
|
Six Months Ended
June 30, 2014 |
|
| Weighted-average shares(1): |
|
Shares |
|
|
Percent(2) |
|
|
Shares |
|
|
Percent(2) |
|
| Common shares outstanding – Basic |
|
|
80,390 |
|
|
|
99.21 |
% |
|
|
80,389 |
|
|
|
99.29 |
% |
| Unvested restricted common shares |
|
|
644 |
|
|
|
0.79 |
% |
|
|
572 |
|
|
|
0.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total weighted-average shares outstanding |
|
|
81,034 |
|
|
|
100.00 |
% |
|
|
80,961 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
$ |
3,136 |
|
|
|
100.00 |
% |
|
$ |
8,913 |
|
|
|
100.00 |
% |
| Distributed and undistributed earnings allocated to unvested restricted shares |
|
|
(25 |
) |
|
|
(0.79 |
%) |
|
|
(63 |
) |
|
|
(0.71 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings available to common shares |
|
$ |
3,111 |
|
|
|
99.21 |
% |
|
$ |
8,850 |
|
|
|
99.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income |
|
$ |
47,692 |
|
|
|
100.00 |
% |
|
$ |
60,952 |
|
|
|
100.00 |
% |
| Amounts allocated to unvested restricted shares |
|
|
(379 |
) |
|
|
(0.79 |
%) |
|
|
(431 |
) |
|
|
(0.71 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts allocated to common shares |
|
$ |
47,313 |
|
|
|
99.21 |
% |
|
$ |
60,521 |
|
|
|
99.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
For the three and six months ended June 30, 2014 the company had no dilutive shares. |
| (2) |
Percentages rounded to two decimal places. |
20
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