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) November 7, 2008 (November 6, 2008)
Aircastle Limited
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Bermuda
|
|
001-32959
|
|
98-0444035 |
| |
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
c/o Aircastle Advisor LLC, 300 First Stamford Place,
Stamford, Connecticut
|
|
06902 |
| |
| (Address of principal executive offices)
|
|
(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):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
On November 6, 2008, the management of Aircastle Limited (the “Company”) concluded, with the
approval of the Audit Committee of the Company’s Board of Directors, that our previously filed
consolidated financial statements contained in our March 31, 2008 and June 30, 2008 Quarterly
Reports on Forms 10-Q and our December 31, 2007 Annual Report on Form 10-K, as well as the related
report of the Company’s independent registered public accounting firm, should no longer be relied
upon.
Management determined that the Company’s previously filed consolidated statements of cash flows
should be restated to (a) eliminate certain non-cash activities
related to maintenance payments, security
deposits and advance lease rentals from the operating and investing
activity sections and (b) reclassify certain maintenance payments and
security deposits from operating activities to financing activities.
This restatement will not change our previously reported consolidated balance sheets or
consolidated statements of income, including net income, earnings per share or shareholders’
equity, for all of the aforementioned periods, and will not change our cash balances.
Additionally, this restatement will not alter our previously reported net change in cash and cash
equivalents in the consolidated statements of cash flows for all of the aforementioned periods.
Management and the Audit Committee discussed these matters with the Company’s independent
registered public accounting firm, Ernst & Young, LLP.
The impact of the misstatement and reclassifications in the consolidated statements of cash flows
for the aforementioned periods is summarized as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended |
| |
|
Year Ended December 31, |
|
June 30, |
| ($ in thousands) |
|
2005 |
|
2006 |
|
2007 |
|
2008 |
| |
|
|
Cash flows from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
$ |
20,562 |
|
|
$ |
135,282 |
|
|
$ |
381,061 |
|
|
$ |
179,620 |
|
Correction of misstatement |
|
|
(31,827 |
) |
|
|
(62,918 |
) |
|
|
(113,707 |
) |
|
|
— |
|
Reclassification |
|
|
(9,709 |
) |
|
|
(29,652 |
) |
|
|
(67,144 |
) |
|
|
(42,432 |
) |
| |
|
|
As Adjusted |
|
$ |
(20,974 |
) |
|
$ |
42,712 |
|
|
$ |
200,210 |
|
|
$ |
137,188 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Investing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
$ |
(742,144 |
) |
|
$ |
(920,920 |
) |
|
$ |
(2,483,503 |
) |
|
$ |
(80,164 |
) |
Correction of misstatement |
|
|
31,827 |
|
|
|
62,918 |
|
|
|
113,707 |
|
|
|
— |
|
| |
|
|
As Adjusted |
|
$ |
(710,317 |
) |
|
$ |
(858,002 |
) |
|
$ |
(2,369,796 |
) |
|
$ |
(80,164 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
$ |
801,525 |
|
|
$ |
763,813 |
|
|
$ |
2,057,870 |
|
|
$ |
(36,055 |
) |
Reclassification |
|
|
9,709 |
|
|
|
29,652 |
|
|
|
67,144 |
|
|
|
42,432 |
|
| |
|
|
As Adjusted |
|
$ |
811,234 |
|
|
$ |
793,465 |
|
|
$ |
2,125,014 |
|
|
$ |
6,377 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Adjusted |
|
$ |
79,943 |
|
|
$ |
(21,825 |
) |
|
$ |
(44,572 |
) |
|
$ |
63,401 |
|
As Reported |
|
|
79,943 |
|
|
|
(21,825 |
) |
|
|
(44,572 |
) |
|
|
63,401 |
|
| |
|
|
Change |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
The Company intends to file Quarterly Reports on Forms 10-Q/A for March 31, 2008 and June 30, 2008
and the Annual Report on Form 10-K/A for December 31, 2007 to reflect the
restatement and reclassifications shortly.