0001036848-17-000035.txt : 20170811 0001036848-17-000035.hdr.sgml : 20170811 20170811130140 ACCESSION NUMBER: 0001036848-17-000035 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 49 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170811 DATE AS OF CHANGE: 20170811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROCENTURY CORP CENTRAL INDEX KEY: 0001036848 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943263974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13387 FILM NUMBER: 171024017 BUSINESS ADDRESS: STREET 1: 1440 CHAPIN AVE STE 310 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6503401888 MAIL ADDRESS: STREET 1: 1440 CHAPIN AVENUE SUITE 310 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: AEROMAX INC DATE OF NAME CHANGE: 19970331 10-Q 1 acy2q201710q.htm AEROCENTURY REPORT ON FORM 10-Q FOR QTR ENDED JUNE 30, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-13387

AeroCentury Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		94-3263974
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1440 Chapin Avenue, Suite 310

Burlingame, California 94010

(Address of Principal Executive Offices)

(650) 340-1888

(Registrant's Telephone Number Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required submit and post such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of the Registrant's Common Stock outstanding as of August 11, 2017 was 1,416,699.

- 1 -

PART I

FINANCIAL INFORMATION

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("the Exchange Act"). All statements in this Report other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any statements of plans and objectives for future operations and any statements of assumptions underlying any of the foregoing. Statements that include the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential," or "continue," or the negative thereof, or other comparable terminology are forward-looking statements. Forward-looking statements include these statements: (i) in Item 1, "Notes to Financial Statements," that the Company does not expect to adopt ASU 2016-02 early, and does expect to elect practical expedients in connection with its adoption, including not re-evaluating lease classification or capitalized initial direct costs on existing leases; that the outcome of any existing or known threatened proceedings, even if determined adversely, should not have a material adverse effect on the Company's business, financial condition, liquidity or results of operations; and that the Company intends to lease an engine returned from the lessee in August 2017; (ii) in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources," that the Company believes that it will be in compliance with all of its Credit Facility covenants at future calculation dates; and that the Company will have adequate cash flow to meet its ongoing operational needs, including any required repayments under the Credit Facility due to borrowing base limitations; (iii) in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations – Outlook," that the Company could experience delays in remarketing its assets, as well as lower rental rates for assets that are remarketed; that the Company believes that it will be in compliance with all of its Credit Facility covenants at future calculation dates; and that the Company believes that available borrowings under the Credit Facility will be sufficient to meet its continuing obligations and to fund anticipated acquisitions; (iv) in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Factors that May Affect Future Results," that the Company believes it will continue to be in compliance with all of the covenants under its debt agreements; that as competition increases, the competition will likely continue to create upward pressure on acquisition prices for many of the aircraft types that the Company has targeted to buy and, at the same time, create downward pressure on lease rates, resulting in lower margins for the Company and, therefore, fewer acceptable acquisition opportunities for the Company; that the Company will have sufficient cash funds to make any required principal repayment that arises due to any borrowing limitations; that the Company does not anticipate any worsening of the financial condition of its overall customer base, but believes that there may be further shakeouts of weaker carriers in economically troubled regions; that most of the Company's expected growth will be outside of North America; that the overall industry experience of JMC's personnel and its technical resources should permit the Company to effectively manage new aircraft types; that effective mitigating factors exist against undue compensation-incented risk-taking by JMC; that the burden and cost of complying with environmental regulatory requirements will fall primarily upon lessees of equipment or the Company as owner of the equipment; that the costs of complying with environmental regulations will not have a material adverse effect on the Company; that the Company's main vulnerability would be interruption to email communication, internally and with third parties, loss of customer and lease archives, and loss of document sharing between the Company's offices and remote workers; that sufficient replacement mechanisms exist such that there would not be a material adverse financial impact on the Company's business; and that while the Company believes that it has sufficient cyber-security measures in place commensurate with the risks to the Company of a successful cyber-attack or breach of its data security, its resources and technical sophistication may not be adequate to prevent all types of cyber-attacks.

These forward-looking statements involve risks and uncertainties, and it is important to note that the Company's actual results could differ materially from those projected or assumed in such forward-looking statements. Among the factors that could cause actual results to differ materially are the factors detailed under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations –– Factors That May Affect Future Results," including the lack of any unexpected lessee defaults or insolvency; the continued availability of financing for acquisitions under the Credit Facility; the Company's success in finding appropriate assets to acquire with such financing; a deterioration of the market or appraised values of aircraft assets owned by the Company; an unanticipated surge in interest rates; compliance by the Company's lessees with obligations under their respective leases; no sudden current economic downturn or unanticipated future financial crises; deviations from the assumption that future major maintenance expenses will be relatively evenly spaced over the entire portfolio; large unanticipated maintenance expenses; and future trends and results that cannot be predicted with certainty. The cautionary statements made in this Report should be read as being applicable to all related forward-looking statements wherever they appear herein. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement or risk factor. You should consult the risk factors listed from time to time in the Company's filings with the Securities and Exchange Commission.

- 2 -

Item 1. Financial Statements.

AeroCentury Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

ASSETS
	June 30,			December 31,
	2017			2016
Assets:
Cash and cash equivalents	$	4,161,800		$	2,194,400
Accounts receivable, including deferred rent of $64,700 and $604,800 at June 30, 2017 and December 31, 2016, respectively		6,155,100			4,046,100
Finance leases receivable		25,280,400			17,468,300
Aircraft and aircraft engines held for lease, net of accumulated depreciation of $37,263,800 and $32,639,600 at June 30, 2017 and December 31, 2016, respectively		203,142,000			192,799,800
Assets held for sale		1,925,300			1,998,100
Prepaid expenses and other		925,500			229,400
Total assets	$	241,590,100		$	218,736,100
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses	$	1,702,100		$	1,218,100
Notes payable and accrued interest, net of unamortized debt issuance costs of $1,634,200 and $1,999,900 at June 30, 2017 and December 31, 2016, respectively		147,433,700			125,837,900
Maintenance reserves		29,089,400			29,424,100
Accrued maintenance costs		467,900			965,000
Security deposits		4,361,200			3,933,200
Unearned revenues		4,033,600			1,903,900
Deferred income taxes		13,244,500			12,830,500
Income taxes payable		293,000			123,200
Total liabilities		200,625,400			176,235,900
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,629,999 shares issued, 1,416,699 and 1,566,699 shares outstanding at June 30, 2017 and December 31, 2016, respectively		1,600			1,600
Paid-in capital		14,780,100			14,780,100
Retained earnings		29,219,800			28,222,600
		44,001,500			43,004,300
Treasury stock at cost, 213,300 and 63,300 shares at June 30, 2017 and December 31, 2016, respectively		(3,036,800	)		(504,100	)
Total stockholders' equity		40,964,700			42,500,200
Total liabilities and stockholders' equity	$	241,590,100		$	218,736,100

The accompanying notes are an integral part of these statements.

- 3 -

AeroCentury Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Six Months Ended June 30,					For the Three Months Ended June 30,
	2017			2016		2017			2016
Revenues and other income:
Operating lease revenue	$	14,427,000		$	10,979,500	$	7,110,100		$	4,935,200
Finance lease revenue		757,700			372,100		432,300			187,000
Maintenance reserves revenue		686,000			-		686,000			-
Net gain on sales-type finance leases		297,400			47,400		-			42,000
Net (loss)/gain on disposal of assets		(133,900	)		2,146,500		(147,700	)		2,146,500
Other income		600			1,700		400			300
		16,034,800			13,547,200		8,081,100			7,311,000
Expenses:
Depreciation		5,879,100			3,950,600		2,943,000			1,871,100
Interest		3,353,000			2,427,900		1,742,800			1,138,800
Management fees		3,005,100			2,436,500		1,498,300			1,172,500
Professional fees, general and administrative and other		924,100			982,400		418,000			557,800
Maintenance		661,400			1,821,000		405,300			1,501,100
Provision for impairment in value of aircraft		454,300			321,200		454,300			246,200
Insurance		130,900			150,000		57,700			73,400
Other taxes		45,200			45,300		22,500			22,500
Bad debt expense		-			262,900		-			262,900
		14,453,100			12,397,800		7,541,900			6,846,300
Income before income tax provision		1,581,700			1,149,400		539,200			464,700
Income tax provision		584,500			417,100		183,500			166,100
Net income	$	997,200		$	732,300	$	355,700		$	298,600
Earnings per share:
Basic	$	0.67		$	0.47	$	0.25		$	0.19
Diluted	$	0.67		$	0.47	$	0.25		$	0.19
Weighted average shares used in earnings per share computations:
Basic		1,482,997			1,566,699		1,416,699			1,566,699
Diluted		1,482,997			1,566,699		1,416,699			1,566,699

The accompanying notes are an integral part of these statements.

- 4 -

AeroCentury Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2017			2016
Net cash provided by operating activities	$	8,706,500		$	8,125,800
Investing activities:
Proceeds from sale of aircraft and aircraft engines held for lease, net of re-sale fees		1,397,300			2,062,600
Proceeds from sale of assets held for sale, net of re-sale fees		112,600			3,059,900
Proceeds from insurance		-			18,886,700
Investment in direct financing leases		(7,614,200	)		-
Investment in aircraft parts and acquisition costs		(21,735,900	)		(971,100	)
Net cash (used in)/provided by investing activities		(27,840,200	)		23,038,100
Financing activities:
Issuance of notes payable – Credit Facility		26,000,000			-
Repayment of notes payable – Credit Facility		(2,800,000	)		(31,600,000	)
Repayment of notes payable – special purpose financing		(2,033,900	)		-
Debt issuance costs		(65,000	)		(65,000	)
Net cash provided by/(used in) financing activities		21,101,100			(31,665,000	)
Net increase/(decrease) in cash and cash equivalents		1,967,400			(501,100	)
Cash and cash equivalents, beginning of period		2,194,400			2,721,000
Cash and cash equivalents, end of period	$	4,161,800		$	2,219,900

During the six months ended June 30, 2017 and 2016, the Company paid interest totaling $2,890,700 and $2,058,200, respectively. The Company paid income taxes of $800 during each of the six month periods ended June 30, 2017 and 2016.

The accompanying notes are an integral part of these statements.

- 5 -

AeroCentury Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2017

1. Organization and Summary of Significant Accounting Policies

(a) The Company and Basis of Presentation

AeroCentury Corp., a Delaware corporation incorporated in 1997, typically acquires used regional aircraft and engines for lease to foreign and domestic regional carriers.

In August 2016, AeroCentury Corp. formed two wholly-owned subsidiaries, ACY 19002 Limited ("ACY 19002") and ACY 19003 Limited ("ACY 19003") for the purpose of acquiring aircraft using a combination of cash and financing ("SPE Financing") separate from the parent's credit facility. Financial information for AeroCentury Corp., ACY 19002 and ACY 19003 (collectively, the "Company") is presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. All intercompany balances and transactions have been eliminated in consolidation.

For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2016.

(b) Use of Estimates

The Company's condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources.

The most significant estimates with regard to these condensed consolidated financial statements are the residual values and useful lives of the Company's long lived assets, the amount and timing of future cash flows associated with each asset that are used to evaluate whether assets are impaired, accrued maintenance costs, accounting for income taxes, and the amounts recorded as allowances for doubtful accounts.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The fair value hierarchy under GAAP is based on three levels of inputs.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The carrying amount of the Company's money market funds included in cash and cash equivalents was $2,848,700 and $1,348,100 at June 30, 2017 and December 31, 2016, respectively. The fair value of the Company's money market funds is categorized as Level 1 under the GAAP fair value hierarchy.

As of June 30, 2017 and December 31, 2016, there were no liabilities that were required to be measured and recorded at fair value on a recurring basis.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company determines fair value of long-lived assets held and used, such as aircraft and aircraft engines held for lease and assets held for sale, by reference to independent appraisals, quoted market prices (e.g., offers to purchase) and other factors. An impairment charge is recorded when the Company believes that the carrying value of an asset will not be recovered through future net cash flows and that the asset's carrying value exceeds its fair value.

Assets held for lease

The Company recorded an impairment charge of $454,300 on one of its assets held for lease in the quarter ended June 30, 2017.

Assets held for sale

The Company recorded no impairment charges on its aircraft held for sale during the three months or six months ended June 30, 2017. During the three months and six months ended June 30, 2016, the Company recorded impairment charges of $246,200 and $321,200, respectively, on assets prior to their sale during 2016.

Fair Value of Other Financial Instruments

The Company's financial instruments, other than cash and cash equivalents, consist principally of finance leases receivable, amounts borrowed under its credit facility (the "Credit Facility") and notes payable under special purpose financing. The fair value of accounts receivable, finance leases receivable, accounts payable and the Company's maintenance reserves and accrued maintenance costs approximates the carrying value of these financial instruments.

Borrowings under the Company's Credit Facility bear floating rates of interest that reset periodically to a market benchmark rate plus a credit margin. The Company believes that the effective interest rate under the Credit Facility approximates current market rates for such indebtedness at the balance sheet date, and therefore that the outstanding principal and accrued interest of $133,453,200 and $110,183,600 at June 30, 2017 and December 31, 2016, respectively, approximate their fair values on such dates. The fair value of the Company's outstanding balance of its Credit Facility would be categorized as Level 3 under the GAAP fair value hierarchy.

The amounts payable under the Company's SPE Financing are payable through the fourth quarter of 2020 and bear a fixed rate of interest, as described in Note 4(b) to the condensed consolidated financial statements. The Company believes that the effective interest rate under the SPE Financing approximates current market rates for such indebtedness at the balance sheet date, and therefore that the outstanding principal and accrued interest of $15,614,700 and $17,654,200 approximates the fair value of such notes at June 30, 2017 and December 31, 2016, respectively. Such fair value would be categorized as Level 3 under the GAAP fair value hierarchy.

- 6 -

(d) Finance Leases

As of June 30, 2017, the Company had six aircraft subject to sales-type finance leases and three aircraft subject to direct financing leases. All such leases contain lessee bargain purchase options at prices substantially below the assets' estimated residual values at the exercise date for the options. Consequently, the Company has classified each of these leases as finance leases for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future minimum lease payments (including the bargain purchase option) and (ii) any residual value not subject to a bargain purchase option as a finance lease receivable on its balance sheet and accrues interest on the balance of the finance lease receivable based on the interest rate inherent in the applicable lease over the term of the lease. For sales-type finance leases, the Company recognizes as a gain or loss the amount equal to (i) the net investment in sales-type finance leases plus any initial direct costs and lease incentives less (ii) the net book value of the aircraft.

The Company recognized interest earned on finance leases in the amount of $432,300 and $187,000 in the quarters ended June 30, 2017 and 2016, respectively and $757,700 and $372,100 in the six month periods ended June 30, 2017 and 2016, respectively.

(e) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 that created the new Topic 606 ("Topic 606") in the Accounting Standards Codification ("ASC"). Topic 606 also included numerous conforming additions and amendments to other Topics within the ASC. Topic 606 established new rules that affect the amount and timing of revenue recognition for contracts with customers, but does not affect lease accounting and reporting. As such, adoption of these provisions will not affect the Company's lease revenues but may affect the reporting of other of the Company's revenues. On August 12, 2015, the FASB deferred the effective date of the provisions included in Topic 606 to years commencing after December 15, 2017. Topic 606 can be adopted early for years commencing after December 15, 2016, and may be reflected using either a full retrospective method or a simplified method that does not recast prior periods but does disclose the effect of the adoption on the current period consolidated financial statements. The Company has not yet determined either the potential impact on its consolidated financial statements or the method it will elect to use in connection with the adoption of the changes included in Topic 606.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 is effective for public companies for years beginning after December 15, 2018, although early adoption is permitted. ASU 2016-02 substantially modifies lessee accounting for leases, requiring that lessees recognize lease assets and liabilities for leases extending beyond one year. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

The new standard requires a lessor to classify leases as sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results. A modified retrospective transition approach is required for lessors for sales-type, finance, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

The Company is reviewing those agreements under which it is the lessor and is evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements and related disclosures. The Company does not expect to adopt ASU 2016-02 early, and does expect to elect practical expedients in connection with its adoption, including not re-evaluating lease classification or capitalized initial direct costs on existing leases.

The Company is not an obligor under any agreements that would be considered leases under ASU 2016-02, and so would be unaffected with respect to its adoption with respect to lessee accounting.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) ("ASU 2017-01"). ASU 2017-01 is effective for public companies for years beginning after December 15, 2017, although early adoption is permitted. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company has early adopted ASU 2017-01 effective beginning the first quarter ended March 31, 2017 and has determined that none of its acquired assets qualifies as a business, such that no gain, loss or adjustment to the carrying value of assets was required in connection with such adoption.

In January 2017, the FASB issued ASU 2017-04, Intangibles -- Goodwill and Other (Topic 350) ("ASU 2017-04"), which provides for simplification of the test for goodwill impairment. Under the revised standard, "step 2" of the test under the previous standard is eliminated and (i) the fair value of the reporting unit is compared to its carrying value, with (ii) an impairment charge up to the amount of goodwill recognized for the excess of carrying value over fair value (considering the income tax effects of deductible goodwill, if applicable). The new provisions are required to be adopted for fiscal years beginning after December 15, 2019, although the Company has elected to early adopt the new provisions beginning with its quarter ended March 31, 2017. Adoption of ASU 2017-04 had no effect on the financial results or position of the Company.

- 7 -

2. Finance Leases Receivable

At June 30, 2017 and December 31, 2016, the net investment included in sales-type finance leases and direct financing leases receivable were as follows:

	June 30, 2017			December 31, 2016
Gross minimum lease payments receivable	$	29,607,600		$	20,829,200
Less unearned interest		(4,327,200	)		(3,360,900	)
Finance leases receivable	$	25,280,400		$	17,468,300

As of June 30, 2017, minimum future payments receivable under finance leases were as follows:

Years ending

Remainder of 2017	$	2,983,800
2018		5,811,600
2019		7,087,600
2020		5,036,600
2021		5,381,000
Thereafter		3,307,000
	$	29,607,600

- 8 -

3. Aircraft and Aircraft Engines Held for Lease or Sale

(a) Assets Held for Lease

At June 30, 2017 and December 31, 2016, the Company's aircraft and aircraft engines held for lease consisted of the following:

	June 30, 2017					December 31, 2016
Type	Number owned		% of net book value			Number owned		% of net book value
Turboprop aircraft		11		21	%		12		23	%
Regional jet aircraft		14		77	%		12		73	%
Engines		1		2	%		4		4	%

The Company used $21,172,700 for the acquisition of two Embraer 175 aircraft on lease to a customer in the United States in the second quarter of 2017. The Company also paid a $500,000 deposit for a third Embraer 175 aircraft which was acquired in the third quarter of 2017 and is on lease to the same customer.

During the second quarter of 2016, the Company used cash of $963,600 primarily for deposits associated with aircraft acquired during the third quarter of 2016.

During the second quarter of 2017, the Company sold two spare turboprop engines and recorded a loss of $173,700.

Six of the Company's assets held for lease, comprised of five turboprop aircraft and one engine, were off lease at June 30, 2017, representing 7% of the net book value of the Company's aircraft and engines held for lease. As discussed in Note 9, a turboprop aircraft was returned to the Company in August 2017.

As of June 30, 2017, minimum future lease revenue payments receivable under noncancelable operating leases were as follows:

Years ending

Remainder of 2017	$	13,271,400
2018		24,683,000
2019		24,255,200
2020		21,803,000
2021		14,701,600
Thereafter		39,294,700
	$	138,008,900

(b) Assets Held for Sale

Assets held for sale at June 30, 2017 consist of a turboprop aircraft and turboprop airframe parts from three aircraft.

During the three months ended June 30, 2017 and 2016, the Company received $96,300 and $41,100, respectively, from the sale of parts. Of such amounts, $70,400 and $41,100, respectively, reduced the carrying value of the parts. In the 2017 period, the Company received an amount in excess of the carrying value for parts from two of the airframes, and recorded gains totaling $25,900.

- 9 -

4. Notes Payable and Accrued Interest

At June 30, 2017 and December 31, 2016, the Company's notes payable and accrued interest consisted of the following:

	June 30, 2017			December 31, 2016
Credit Facility:
Principal	$	133,300,000		$	110,100,000
Unamortized debt issuance costs		(1,634,200	)		(1,999,900	)
Accrued interest		153,200			83,600
SPE Financing:
Principal		15,589,700			17,623,600
Accrued interest		25,000			30,600
	$	147,433,700		$	125,837,900

(a) Credit Facility

The Company's Credit Facility is provided by a syndicate of banks and is secured by all of the assets of the Company, including its aircraft and engine portfolio. As discussed in Note 9, in July 2017, the Credit Facility was amended to increase the total amount available from $150 million to $170 million, as well as to revise certain financial covenants.

The Credit Facility, which expires on May 31, 2019, can be expanded to a maximum of $180 million. The Company was in compliance with all covenants under the Credit Facility at June 30, 2017 and December 31, 2016.

The unused amount of the Credit Facility (under the prior $150 million maximum amount) was $16,700,000 and $39,900,000 as of June 30, 2017 and December 31, 2016, respectively. The weighted average interest rate on the Credit Facility was 4.68% and 4.15% at June 30, 2017 and December 31, 2016, respectively.

(b) SPE Financing

In August 2016, the Company acquired two regional jet aircraft using cash and financing separate from its Credit Facility. The separate SPE Financing resulted in note obligations of $9,805,600 and $9,804,300, which are being paid from a portion of the rent payments on the related aircraft leases through October 3, 2020 and November 7, 2020, respectively, and which bear interest at the rate of 4.455%. The borrower under each note obligation is the special purpose entity that owns each aircraft. The notes are collateralized by the aircraft and are recourse only to the special purpose entity borrower and its aircraft asset, subject to standard exceptions for this type of financing. Payments due under the notes consist of quarterly principal and interest. The combined balance of the notes payable and accrued interest on these notes at June 30, 2017 and December 31, 2016 was $15,614,700 and $17,654,200, respectively.

- 10 -

5. Acquisition Costs

During the quarter and six months ended June 30, 2017, the Company accrued $24,100 and $125,900, respectively, of expenses related to a potential corporate acquisition. Such expenses are included in professional fees, general and administrative and other in the Company's condensed consolidated statements of operations.

6. Contingencies

In the ordinary conduct of the Company's business, the Company is subject to lawsuits, arbitrations and administrative proceedings from time to time. The Company believes that the outcome of any existing or known threatened proceedings, even if determined adversely, should not have a material adverse effect on the Company's business, financial condition, liquidity or results of operations.

7. Computation of Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	For the Six Months Ended June 30,				For the Three Months Ended June 30,
	2017		2016		2017		2016
Net income	$	997,200	$	732,300	$	355,700	$	298,600
Weighted average shares outstanding for the period		1,482,997		1,566,699		1,416,699		1,566,699
Basic earnings per share	$	0.67	$	0.47	$	0.25	$	0.19
Diluted earnings per share	$	0.67	$	0.47	$	0.25	$	0.19

Basic earnings per common share is computed using net income and the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed using net income and the weighted average number of common shares outstanding, assuming dilution. Weighted average common shares outstanding, assuming dilution, include potentially dilutive common shares outstanding during the period.

- 11 -

8. Related Party Transactions

The Company's portfolio of leased aircraft assets is managed and administered under the terms of a management agreement with JetFleet Management Corp. ("JMC"), which is an integrated aircraft management, marketing and financing business and a subsidiary of JetFleet Holding Corp. ("JHC"). Certain officers of the Company are also officers of JHC and JMC and hold significant ownership positions in both JHC and the Company.

Under the management agreement, JMC receives a monthly management fee based on the net asset value of the assets under management. JMC also receives an acquisition fee for locating assets for the Company. Acquisition fees are included in the cost basis of the asset purchased. JMC may receive a remarketing fee in connection with the re-lease or sale of the Company's assets. Remarketing fees are amortized over the applicable lease term or included in the gain or loss on sale.

Fees incurred during the three months and six months ended June 30, 2017 and 2016 were as follows:

	For the Six Months Ended June 30,				For the Three Months Ended June 30,
	2017		2016		2017		2016
Management fees	$	3,005,100	$	2,436,500	$	1,498,300	$	1,172,500
Acquisition fees		641,900		-		421,400		-
Remarketing fees		51,100		58,800		-		58,800

In August 2009, the Company entered into an agreement (the "Assignment Agreement") with Lee G. Beaumont in which Mr. Beaumont assigned to the Company his rights to purchase certain aircraft engines from an unrelated third party seller. In January 2012, Mr. Beaumont became a "related person" with respect to the Company due to his open market acquisitions of shares representing over 5% of the Company's common stock. In March 2017, the Company exchanged one of its engines for 150,000 shares of common stock of the Company held by Mr. Beaumont. The Company recorded no gain or loss related to the exchange.

9. Subsequent Events

In July 2017, the Credit Facility was amended to increase the total amount available to $170 million. Covenants regarding a debt to equity ratio and customer concentration were also modified.

In July 2017, the Company acquired an Embraer 175 aircraft. The aircraft was purchased from the same seller as two aircraft purchased during the second quarter and is on lease to the same customer in the United States.

In August 2017, one of the Company's lessees returned a turboprop aircraft at lease expiration. The difference between the maintenance reserves and security deposit held at the time of the return and the amount of rent receivable was recorded as gain of approximately $332,000. The Company has signed consignment agreements with two vendors to sell the airframe and one engine in parts. The Company intends to lease the second engine.

- 12 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2016 and the unaudited financial statements and related notes that appear elsewhere in this report.

Overview

AeroCentury provides leasing and finance services to regional airlines worldwide. The Company is principally engaged in providing leasing services of mid-life regional aircraft to carriers, including operating leases, and finance leases. In addition to leasing activities, the Company sells aircraft from its operating lease portfolio to third parties, including other leasing companies, financial services companies, and airlines. Its operating performance is driven by the growth of its aircraft portfolio, the terms of its leases, the interest rate of its debt, as well as asset sales.

During the first six months of 2017, the Company purchased five aircraft, ending the period with a total of twenty-five aircraft and one engine held for lease, with a net book value of $203 million. This represents a 52% increase compared to the net book value at June 30, 2016. The Company also owns nine aircraft subject to finance leases and one aircraft that is held for sale.

The Company has a globally diversified customer base of twelve airlines in ten countries. Average portfolio utilization was approximately 95% during the first six months of 2017 compared with approximately 93% during the first six months of 2016.

Of the five aircraft acquired during the first six months of 2017, two of the aircraft, which are subject to operating leases, were acquired during the second quarter. In July 2017, the Company acquired an additional aircraft subject to an operating lease. The Company added no equipment to its portfolio during the second quarter of 2016.

Consistent with its decision to de-emphasize engine leasing, during the second quarter of 2017, the Company sold two of its spare engines and recorded a loss of $0.2 million. During the second quarter of 2016, the Company recorded a gain of $42,000 on the sale of an aircraft pursuant to a sales-type finance lease.

In July 2017, the Company expanded its revolving credit facility to $170 million. The unused amount of the Credit Facility (under the prior $150 million maximum amount) was $16,700,000 as of June 30, 2017. The weighted average interest rate on the Credit Facility was 4.68% at June 30, 2017.

Total revenues for the quarter ended June 30, 2017 quarter increased by $0.8 million compared to the second quarter of 2016, primarily as a result of increased operating lease, finance lease and maintenance reserves revenues, the effects of which were significantly offset by decreased gains from asset dispositions.

Net income for the quarter ended June 30, 2017 was $0.4 million, compared to net income of $0.3 million in the same period of 2016, resulting in diluted earnings per share of $0.25 and $0.19, respectively. Pre-tax profit margin for the quarter ended June 30, 2017 was 7% compared to 6% for the second quarter of 2016.

- 13 -

Results of Operations

(a) Quarter ended June 30, 2017 compared to the quarter ended June 30, 2016

Total revenues for the June 2017 quarter increased by 11% to $8.1 million from $7.3 million in the 2016 period.

Operating lease revenue increased 44% to $7.1 million in the second quarter of 2017 from $4.9 million in the second quarter of 2016, primarily due to revenue from assets that were purchased during the third quarter of 2016 and second quarter of 2017, the effect of which was partially offset by the loss of revenue from assets that were on lease during the 2016 quarter, but off lease in 2017.

Average portfolio utilization increased to approximately 94% during the second quarter of 2017 from approximately 91% during the second quarter of 2016.

Maintenance reserves that are retained by the Company at lease end are recorded as revenue at that time. During the second quarter of 2017, the Company recorded maintenance reserves revenue of $0.4 million related to an economic adjustment due from the lessee when an aircraft was returned at lease expiration and $0.3 million of retained reserves when two aircraft were returned prior to lease expiration. The Company did not record any maintenance reserves revenue in the second quarter of 2016.

Finance lease revenue increased 131% to $0.4 million in the second quarter of 2017 from $0.2 million in the second quarter of 2016, as a result of the sale of three aircraft pursuant to sales-type finance leases in late 2016 and early 2017, and the acquisition and lease of three aircraft pursuant to direct financing leases in early 2017.

During the second quarter of 2017, the Company sold two of its spare engines and recorded a loss of $0.2 million. During the second quarter of 2016, the Company recorded a gain of $42,000 on the sale of an aircraft pursuant to a sales-type finance lease. During the 2016 period, the Company also recorded a $2.1 million gain on insurance proceeds related to an aircraft that was involved in an accident in April 2016 and was declared a total loss.

During the second quarter of 2017, the Company acquired two aircraft that are subject to operating leases. The Company added no equipment to its portfolio during the second quarter of 2016.

As a result of asset acquisitions and sales during 2016 and 2017, as well as changes in residual value assumptions from year-to-year, depreciation increased by 57% in the second quarter of 2017, as compared to the second quarter of 2016.

The average net book value of assets held for lease during the second quarters of 2017 and 2016 was approximately $190.9 million and $140.2 million, respectively. Management fees, which are based on the net book value of the Company's aircraft and engines as well as finance lease receivable balances, were 28% higher for the second quarter of 2017 as compared to the same period of 2016.

The Company's interest expense increased by 53% to $1.7 million in the second quarter of 2017 from $1.1 million in the same period of 2016, primarily as a result of both a higher average debt balance and a higher average interest rate on the Company's Credit Facility in the 2017 period.

The Company's maintenance expense decreased by 73% to $0.4 million in the second quarter of 2017 from $1.5 million in the same period of 2016, primarily as a result of a decrease in maintenance performed by the Company on off-lease aircraft to prepare them for sale or re-lease.

During the second quarter of 2017, the Company recorded an impairment provision of $0.5 million for one of its assets held for lease, based on its appraised value. During the second quarter of 2016, the Company recorded an impairment provision of $0.2 million for one of its spare engines, based on the net sales value agreed with a buyer during the period. The engine was sold in July 2016.

The Company did not incur bad debt expense in the 2017 period. During the second quarter of 2016, the Company recorded bad debt expense of $0.3 million

Professional fees, general and administrative and other expenses in the second quarter of 2017 included $24,100 incurred in connection with a potential corporate acquisition.

The Company recorded net income of $0.4 million for the quarter ended June 30, 2017, compared to net income of $0.3 million in the same period of 2016.

- 14 -

(b) Six months ended June 30, 2017 compared to the six months ended June 30, 2016

Total revenues for the first half of 2017 increased 18% to $16.0 million from $13.5 million in the 2016 period.

Operating lease revenue increased 31% to $14.4 million in the six months ended June 30, 2017 from $11.0 million in the same period of 2016, primarily due to revenue from assets that were purchased during the third quarter of 2016 and second quarter of 2017, the effect of which was partially offset by: (i) the loss of revenue from assets that were on lease during the 2016 period, but off lease in 2017 and (ii) the loss of revenue from an aircraft that was involved in an accident in April 2016 and was declared a total loss.

Average portfolio utilization increased to approximately 95% during the first six months of 2017 from approximately 93% during the first six months of 2016.

During the first six months of 2017, the Company recorded maintenance reserves revenue of $0.4 million related to an economic adjustment due from the lessee when an aircraft was returned at lease expiration and $0.3 million of retained reserves when two aircraft were returned prior to lease expiration. The Company did not record any maintenance reserves revenue in the first six months of 2016.

Finance lease revenue increased 104% to $0.8 million in the six months ended June 30, 2017 from $0.4 million in the same period of 2016, as a result of the sale of three aircraft pursuant to sales-type finance leases in late 2016 and early 2017, and the acquisition and lease of three aircraft pursuant to direct financing leases in early 2017.

During the six months ended June 30, 2017, the Company recorded a gain of $297,400 on the sale of an aircraft pursuant to a sales-type finance lease. During the six months ended June 30, 2016, the Company recorded gains totaling $47,000 on the sale of two aircraft pursuant to sales-type finance leases.

During the six months ended June 30, 2017, the Company sold two of its spare engines and recorded a loss of $0.2 million, and recorded gains totaling $39,800 related to the sale of parts from two assets that are held for sale. Additionally, the Company exchanged one of its spare engines for 150,000 shares of the Company's common stock held by a stockholder. The Company recorded no gain or loss related to the exchange.

During the six months ended June 30, 2016, the Company recorded a $2.1 million gain on insurance proceeds related to an aircraft that was involved in an accident in April 2016 and was declared a total loss.

During the first six months of 2017, the Company acquired two aircraft that are subject to operating leases, as well as three aircraft that the Company leased pursuant to direct financing leases to the seller of such aircraft. The Company added no equipment to its portfolio during the first six months of 2016.

As a result of asset acquisitions and sales during 2016 and 2017, as well as changes in residual value assumptions from year-to-year, depreciation increased by 49% in the first six months of 2017, as compared to the first six months of 2016.

The average net book value of assets held for lease during the six months ended June 30, 2017 and 2016 was approximately $189.8 million and $147.0 million, respectively. Management fees, which are based on the net book value of the Company's aircraft and engines as well as finance lease receivable balances, were 24% higher for the first six months of 2017 as compared to the same period of 2016.

The Company's interest expense increased by 38% to $3.4 million in the first six months of 2017 from $2.4 million in the same period of 2016, primarily as a result of both a higher average debt balance and a higher average interest rate on the Company's Credit Facility, reflecting increases in LIBOR rates, in the 2017 period.

The Company's maintenance expense decreased by 64% to $0.7 million in the first half of 2017 from $1.8 million in the same period of 2016, primarily as a result of a decrease in maintenance performed by the Company on off-lease aircraft to prepare them for sale or re-lease.

During the first half of 2017, the Company recorded an impairment provision of $0.5 million for one of its assets held for lease, based on its appraised value. During the first half of 2016, the Company recorded an impairment provision of $0.2 million for one of its spare engines, based on the net sales value agreed with a buyer during the period. The engine was sold in July 2016. The Company also recorded $75,000 of impairment charges on two aircraft that had been held for sale and were sold during the second quarter of 2016.

Professional fees, general and administrative and other expenses in the first six months of 2017 included $125,900 incurred in connection with a potential corporate acquisition.

The Company recorded net income of $1.0 million for the six months ended June 30, 2017, compared to net income of $0.7 million in the same period of 2016.

- 15 -

Liquidity and Capital Resources

The Company is currently financing its assets primarily through debt financing and excess cash flows.

(a) Credit Facility

During July 2017, the Company's Credit Facility, as described in Note 4(a) to the Company's condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, was increased from $150 million to $170 million. Covenants regarding a debt to equity ratio and customer concentration were also modified.

The Company was in compliance with all covenants at June 30, 2017 and December 31, 2016. Based on its current projections, the Company believes that it will be in compliance with all of its Credit Facility covenants at future calculation dates. Although the Company believes that the assumptions it has made in forecasting its compliance with the Credit Facility covenants are reasonable in light of experience, actual results could deviate from such assumptions and there can be no assurance that the Company's beliefs will prove to be correct. Among the more significant factors that could have an impact on the accuracy of the Company's covenant compliance forecasts are (i) unanticipated decreases in the market value of the Company's assets, or in the rental rates deemed achievable for such assets that cause the Company to record an impairment charge against earnings, (ii) lessee non-compliance with lease obligations, (iii) inability to locate new lessees for returned equipment within a reasonable remarketing period, or at a rent level consistent with projected rates, (iv) an inability to locate and acquire a sufficient volume of additional assets at prices that will produce acceptable net returns, (v) increases in interest rates, or (vi) an inability to timely dispose of off-lease assets at prices commensurate with their market value.

Although the Company believes it will continue to be in compliance with all of the Credit Facility covenants, there can be no assurance of such compliance and, in the event of any non-compliance, the Company would need to seek waivers or amendment of applicable covenants from its lenders if such compliance failure is not timely cured. Any default under the Credit Facility, if not cured in the time permitted under the facility or waived by the lenders, could result in the Company's inability to borrow any further amounts under the Credit Facility, the acceleration of the Company's obligation to repay amounts borrowed under the Credit Facility, or foreclosure upon any or all of the assets of the Company.

(b) Special purpose financings

In August 2016, the Company acquired, using wholly-owned special purpose entities, two regional jet aircraft, using cash and third-party financing separate from its Credit Facility, as described in Note 4(b) to the Company's condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

The Company's primary sources of cash are payments due under the Company's operating and finance leases, maintenance reserves, which are billed monthly to lessees based on asset usage, and proceeds from the sale of aircraft and engines.

The Company's primary uses of cash are for (i) purchase of assets, (ii) Credit Facility and special purpose financing interest and principal payments, (iii) maintenance expense and reimbursement to lessees from collected maintenance reserves, (iv) management fees, and (v) professional fees, including legal and accounting.

- 16 -

The Company's payments for maintenance consist of reimbursements to lessees for eligible maintenance costs under their leases and maintenance incurred directly by the Company for preparation of off-lease assets for re-lease to new customers. The timing and amount of such payments may vary widely between quarterly and annual periods, as the required maintenance events can vary greatly in magnitude and cost, and the performance of the required maintenance events by the lessee or the Company, as applicable, are not regularly scheduled calendar events and do not occur at uniform intervals throughout any calendar period. The Company's maintenance payments typically constitute a large portion of its cash needs, and the Company may from time to time borrow additional funds under the Credit Facility to provide funding for such payments.

Management fees paid by the Company are relatively predictable because they are based on the net asset value of the Company's portfolio and finance lease receivable balances. Because of this, the risk of increased costs for employee salaries and benefits, worldwide travel related to the management of the Company's aircraft portfolio, office rent, outside technical experts and other overhead expenses is entirely placed on JMC.

The amount of interest paid by the Company depends primarily on the outstanding balance of its Credit Facility, which carries a floating interest rate as well as an interest rate margin, and is therefore also dependent on changes in prevailing interest rates. Interest related to the Company's special purpose financings is payable at a fixed rate.

Management believes that the Company will have adequate cash flow to meet its ongoing operational needs, including any required repayments under the Credit Facility, based upon its estimates of future revenues and expenditures, which include assumptions regarding (i) revenues for assets to be re-leased, (ii) cost and anticipated timing of maintenance to be performed, (iii) required debt payments, (iv) timely use of proceeds of unused debt capacity for additional acquisitions of income producing assets and (v) interest rates. Although the Company believes that the assumptions it has made in forecasting its cash flow are reasonable in light of experience, actual results could deviate from such assumptions. As discussed above, in "Liquidity and Capital Resources – (a) Credit Facility," there are a number of factors that may cause actual results to deviate from such forecasts.

(i) Operating activities

The Company's cash flow from operations increased by $0.6 million in the first six months of 2017 compared to the same period in 2016. As discussed below, the increase in cash flow was primarily a result of increases in payments received for operating lease revenue, maintenance reserves and finance lease interest. This positive effect was partially offset by increases in payments for maintenance, interest and management fees.

(A) Payments for operating lease revenue

Rent receipts from lessees increased by $1.7 million in the first six months of 2017 compared to the same period in 2016, primarily due to higher rent from assets purchased and leased to customers during 2016 and the first half of 2017.

As of the date of this filing, the Company is receiving no lease revenue for six aircraft and one engine held for lease that are off lease. The total book value of these assets is $20.8 million, representing 10% of the Company's total assets held for lease. In addition, an off-lease turboprop aircraft, with a book value of $1.5 million, is being held for sale and is not generating lease revenue.

(B) Payments for maintenance reserves

Receipts for maintenance reserves from lessees increased by $1.5 million in the first six months of 2017 compared to the same period in 2016, primarily as a result of additional assets purchased in the second half of 2016 and first half of 2017 for which the Company collected maintenance reserves in the 2017 period.

Receipts for interest on the Company's sales-type finance leases increased by $0.4 million in the first six months of 2017 compared to the same period in 2016 as a result of the sale of three aircraft pursuant to such leases in late 2016 and early 2017, and the acquisition and lease of three aircraft pursuant to direct financing leases in early 2017.

(D) Payments for maintenance

Payments for maintenance include amounts recorded as maintenance expense in the Company's statements of operations, as well as reimbursement to lessees from previously-collected maintenance reserves. Despite a decrease in the Company's maintenance expense from the 2016 to the 2017 period, payments for maintenance increased by $2.7 million in the six months ended June 30, 2017 period compared to the same period in 2016 primarily as a result of reimbursement to lessees from maintenance reserves.

(E) Payments for interest

Payments for interest increased by $0.9 million in the first six months of 2017 compared to the first six months of 2016 as a result of a higher average debt balance and higher rates during the 2017 period.

(F) Payments for management fees

Management fee payments, which are based on the net book value of assets, increased by $0.5 million in the first six months of 2017 compared to the same period in 2016, as a result of aircraft acquisitions during 2016 and the first half of 2017.

(ii) Investing activities

During the first six months of 2017 and 2016, the Company received net cash of $1.5 million and $5.1 million, respectively, from the sale of assets. During the 2016 period, the Company also received $18.9 million of insurance proceeds related to the total loss of an aircraft during the period and for damage to an aircraft in 2015.

During the first six months of 2017, the Company used cash of $29.4 million for acquisitions of aircraft. During the first half of 2016, the Company used cash of $1.0 million for deposits on aircraft that the Company acquired during the third quarter of 2016.

(iii) Financing activities

The Company borrowed an additional $26 million under the Credit Facility during the first six months of 2017 and none in the same period in 2016. In the first six months of 2017 and 2016, the Company repaid $2.8 million and $31.6 million, respectively, of its total outstanding debt under the Credit Facility. Such repayments were funded by operating cash flow and, in the 2016 period, insurance proceeds and the sale of assets. During the first six months of 2017, the Company's special purpose entities repaid $2.0 million of SPE Financing principal.

- 17 -

Outlook

(a) General

The Company has identified three areas that could challenge the Company's growth and operating results:

• Notwithstanding recent interest rate increases in the U.S., new acquisition and leasing market entrants have increased competition for the Company for assets in its market niche of worldwide regional aircraft. Some of the Company's new competitors are funded by investment banks and private equity firms seeking higher yields on investment assets than are currently available from traditional income investment types. The increased competition has resulted in higher acquisition prices for many of the aircraft types that the Company has targeted to buy and, at the same time, has put downward pressure on lease rates, resulting in lower margins and, therefore, fewer acceptable acquisition opportunities for the Company.

• The Company could experience delays in remarketing its assets, as well as lower rental rates for assets that are remarketed.

• Lessees located in low-growth or no-growth areas of the world carry heightened risk of an unanticipated lessee default. A lessee's default and the unscheduled return of an asset to the Company for remarketing could result not only in reduced operating lease revenue but also in unanticipated, unrecoverable expenses arising from the lessee's default on its maintenance and return condition obligations. The Company monitors the performance of all of its customers and has noted that some of the Company's customers continue to experience weak operating results and have not yet achieved financial stability.

(b) Operating Segments

The Company operates in one business segment, the leasing of regional aircraft and engines to foreign and domestic regional air carriers, and therefore does not present separate segment information for lines of business. Because engine leasing is typically characterized by short-term, non-triple net leases, which result in high overall transaction costs, unpredictable off-lease periods and extensive human resource allocation to remarketing, the Company has chosen to own only a few engines that are compatible with its aircraft types.

In addition to six turboprop aircraft and three regional jet aircraft that are subject to finance leases, at July 31, 2017, the Company's aircraft and aircraft engines that were on lease or held for lease consisted of the following:

Type	Number owned		% of net book value
Turboprop aircraft		11		20	%
Regional jet aircraft		15		79	%
Engines		1		1	%

For the month ended July 31, 2017, approximately 28%, 23%, 20% and 11% of the Company's operating lease revenue was derived from customers in Slovenia, the United States, Spain, and Mozambique, respectively. Operating lease revenue does not include interest income from the Company's finance leases. The table below sets forth geographic information about the Company's operating lease revenue for leased aircraft and aircraft equipment, grouped by domicile of the lessee:

Region	Number of lessees		% of operating lease revenue
Europe		3		50	%
North America		3		31	%
Africa		1		11	%
Asia		1		4	%
Australia		1		4	%

For the month ended July 31, 2017, approximately 70% and 30% of the Company's finance lease revenue was derived from customers in Africa and Europe, respectively.

- 18 -

The Company is seeking remarketing opportunities for five turboprop aircraft and one engine that are held for lease, as well as for two aircraft with leases that expire in the remainder of 2017 and that are expected to be returned to the Company. However, the Company may also consider selling some or all of these assets. The Company is analyzing the amount and timing of maintenance required to remarket the assets, the amount of which may differ significantly if the assets are sold rather than re-leased.

The Company also owns a turboprop aircraft that is held for sale, for which the Company is seeking sales opportunities.

- 19 -

(d) Credit Facility

The unused amount of the Credit Facility was $26.8 million as of the date of this filing. Based on its current projections, the Company believes that it will be in compliance with all of its Credit Facility covenants at future calculation dates. The Company also believes that available borrowings under the Credit Facility will be sufficient to meet its continuing obligations and to fund anticipated acquisitions. However, there can be no assurance that the Company's beliefs will prove to be correct or that the lenders under the Credit Facility will agree to expand the Credit Facility when requested by the Company.

Critical Accounting Policies, Judgments and Estimates

The Company's discussion and analysis of its financial condition and results of operations are based upon the financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company's operating results and financial position could be materially affected. For a discussion of Critical Accounting Policies, Judgments and Estimates, refer to Note 1 to the Company's financial statements in Item 1 of this Quarterly Report on Form 10-Q.

- 20 -

Factors that May Affect Future Results

Noncompliance with Debt Financial Covenants. The Company's use of debt as the primary form of acquisition financing subjects the Company to increased risks associated with leverage. In addition to payment obligations, the Company's debt agreements include financial covenants, including some requiring the Company to have positive earnings, meet minimum net worth standards and be in compliance with certain other financial ratios.

Although the Company believes it will continue to be in compliance with all of the covenants under its debt agreements, there can be no assurance of such compliance, and in the event of any non-compliance, the Company would need to seek further waivers or amendments of applicable covenants from its lenders if such compliance failure is not timely cured. Any default under a debt agreement, if not cured in the time permitted or waived by the respective lender, could result in the Company's inability to borrow under the Credit Facility, the acceleration of the Company's debt obligations, or the foreclosure upon any or all of the assets of the Company.

Availability of Financing. The Company's continued growth will depend on its ability to continue to obtain capital, either through debt or equity financings. There can be no assurance that the Company will succeed in obtaining capital in the future at terms favorable to the Company.

Ownership Risks. The Company's leases typically are for a period shorter than the entire, anticipated, remaining useful life of the leased assets. As a result, the Company's recovery of its investment and realization of its expected yield in such a leased asset is dependent upon the Company's ability to profitably re-lease or sell the asset following the expiration of the lease. This ability is affected by worldwide economic conditions, general aircraft market conditions, regulatory changes, changes in the supply or cost of aircraft equipment, and technological developments that may cause the asset to become obsolete. If the Company is unable to remarket its assets on favorable terms when the leases for such assets expire, the Company's financial condition, cash flow, ability to service debt, and results of operations could be adversely affected.

The Company typically acquires used aircraft equipment. The market for used aircraft equipment has been cyclical, and generally reflects economic conditions and the strength of the travel and transportation industry. The demand for and value of many types of used aircraft in the recent past has been depressed by such factors as airline financial difficulties, airline consolidations, the number of new aircraft on order, an excess supply of newly manufactured aircraft or used aircraft coming off lease, as well as introduction of new aircraft models and types that may be more technologically advanced, more fuel efficient and/or less costly to maintain and operate. Values may also increase or decrease for certain aircraft types that become more or less desirable based on market conditions and changing airline capacity. Because the Company's ability to borrow under its credit facility is subject to a covenant setting forth a minimum ratio of the outstanding debt under the facility to the appraised value of the collateral base of aircraft assets securing the credit facility, a significant drop in the appraised market value of the portfolio could require the Company to make a substantial prepayment of outstanding principal under the credit facility in order to avoid a default under the credit facility.

In addition, a successful investment in an asset subject to a lease depends in part upon having the asset returned by the lessee in the condition as required under the lease. Each lease typically obligates a customer to return an asset to the Company in a specified condition, generally in equal or better condition than at delivery to the lessee. The Company strives to ensure this result through onsite management during the return process. However, if the lessee were to become insolvent during the term of its lease and the Company had to repossess the asset, it is unlikely that the lessee would have the financial ability to meet these return obligations. In addition, if the lessee filed for bankruptcy and rejected the aircraft lease, the lessee would be required to return the aircraft but would be relieved from further lease obligations, including return conditions specified in the lease. In either case, it is likely that the Company would be required to expend funds in excess of any maintenance reserves collected to return the asset to a remarketable condition.

Several of the Company's leases with financially strong lessees do not require payment of monthly maintenance reserves, which serve as the lessee's advance payment for its future repair and maintenance obligations. If repossession due to lessee default or bankruptcy occurred under such a lease, the Company would be left with the costs of unperformed repair and maintenance under the applicable lease and the Company would likely incur an unanticipated expense in order to re-lease or sell the asset.

Furthermore, the occurrence of unexpected adverse changes that impact the Company's estimates of expected cash flows generated from an asset could result in an asset impairment charge against the Company's earnings. The Company periodically reviews long-term assets for impairment, particularly when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment charge is recorded when the carrying amount of an asset is estimated to be not recoverable and exceeds its fair value. The Company recorded impairment charges for some of its aircraft in 2015 and 2016, and may be required to record asset impairment charges in the future as a result of a prolonged weak economic environment, challenging market conditions in the airline industry, events related to particular lessees, assets or asset types or other factors affecting the value of aircraft or engines.

Lessee Credit Risk. The Company carefully evaluates the credit risk of each customer and attempts to obtain a third party guaranty, letters of credit or other credit enhancements, if it deems them necessary, in addition to customary security deposits. There can be no assurance, however, that such enhancements will be available, or that, if obtained, will fully protect the Company from losses resulting from a lessee default or bankruptcy.

If a lessee that is a certified U.S. airline were in default under a lease and sought protection under Chapter 11 of the United States Bankruptcy Code, Section 1110 of the Bankruptcy Code would automatically prevent the Company from exercising any remedies against such lessee for a period of 60 days. After the 60-day period had passed, the lessee would have to agree to perform the lease obligations and cure any defaults, or the Company would have the right to repossess the equipment. However, this procedure under the Bankruptcy Code has been subject to significant litigation, and it is possible that the Company's enforcement rights would be further adversely affected by a bankruptcy filing by a defaulting lessee.

The Company has had customers that have experienced significant financial difficulties, become insolvent, or have been declared or have filed for bankruptcy. An insolvency or bankruptcy of a customer usually results in a total loss of the receivables from that customer, as well as the Company incurring additional costs in order to repossess and, in some cases, repair the aircraft. The Company closely monitors the performance of all of its lessees and its risk exposure to any lessee that may be facing financial difficulties, in order to guide decisions with respect to such lessee that would mitigate losses in the event the lessee is unable to meet or rejects its lease obligations. There can be no assurance that additional customers will not become insolvent or file for bankruptcy or that the Company will be able to mitigate any of the resultant losses.

It is possible that the Company may enter into deferral agreements for overdue lessee obligations. When a customer requests a deferral of lease obligations, the Company evaluates the lessee's financial plan, the likelihood that the lessee can remain a viable carrier, and whether the deferral will be repaid according to the agreed schedule. The Company may elect to record the deferred rent and reserve payments from the lessee on a cash basis, which could have a material effect on the Company's financial results in the applicable periods. Deferral agreements with lessees also reduce the Company's borrowing capacity under its Credit Facility.

- 21 -

Competition. The aircraft leasing industry is highly competitive. The Company competes with aircraft manufacturers, distributors, airlines and aircraft operators, equipment managers, leasing companies, equipment leasing programs, financial institutions and other parties engaged in leasing, managing or remarketing aircraft, many of which have significantly greater financial resources. Competition in the Company's market niche of regional aircraft, however, has increased significantly recently as a result of new entrants to the acquisition and leasing market and consolidation of certain competitors. As competition increases, it has and will likely continue to create upward pressure on acquisition prices for many of the aircraft types that the Company has targeted to buy and, at the same time, create downward pressure on lease rates, resulting in lower margins for the Company and, therefore, fewer acceptable acquisition opportunities for the Company.

Risks Related to Regional Air Carriers. The Company's continued focus on its customer base of regional air carriers subjects the Company to additional risks. Many regional airlines rely heavily or even exclusively on a code-share or other contractual relationship with a major carrier for revenue, and can face financial difficulty or failure if the major carrier terminates the relationship or if the major carrier files for bankruptcy or becomes insolvent. Some regional carriers may depend on contractual arrangements with industrial customers such as mining or oil companies, or franchises from governmental agencies that provide subsidies for operating essential air routes, which may be subject to termination or cancellation on short notice. Furthermore, many lessees in the regional air carrier market are start-up, low-capital, and/or low-margin operators.

Credit Facility Debt Limitations. The amount available to be borrowed under the Credit Facility is limited by asset-specific advance rates. Lease arrearages or off-lease periods for a particular asset that is collateral under the Credit Facility may reduce the loan advance rate permitted with respect to that asset and, therefore, reduce the permitted borrowing under the facility. Amounts subject to payment deferral agreements also reduce the amount of permitted borrowing. The Company believes it will have sufficient cash funds to make any required principal repayment that arises due to any such borrowing limitations.

General Economic Conditions and Lowered Demand for Travel. While the United States economy has seen substantial improvement since its most recent global recession, not all global regions are experiencing growth, and some remain in recession. The Company does not anticipate any worsening of the financial condition of its overall customer base, but believes that there may be further shakeouts of weaker carriers in economically troubled regions.

A growing concern arises from the fact that much of the recent growth in demand for regional aircraft in developing countries has arisen from mining or other resource extraction operations by Chinese enterprises in these countries. A future, sustained major downturn in the Chinese domestic economy that reduces demand for imported raw materials could have a significant negative impact on the demand for business and regional aircraft in these developing countries, including in some of the markets in which the Company does, or seeks to do, business.

Furthermore, any further upheavals due to instability in Europe due to newly imposed U.S. sanctions against Russia, and the Russian and European reaction to such sanctions could have a negative impact on intra-European carriers with which the Company does business. Also, Brexit and any further departures from the European Union ("EU") could threaten "open-sky" policies under which EU based carriers operate freely within the EU. Losing open-sky flight rights could have a significant negative impact on the health of the Company's European lessees and, as a result, the financial performance and condition of the Company.

If international conflicts erupt into military hostilities, heightened visa requirements make international travel more difficult, or terrorist attacks involving aircraft or airports occur, or a major flu outbreak occurs, passengers may avoid air travel altogether, and global air travel worldwide could be significantly affected. This would have an adverse impact on many of the Company's customers.

Airline reductions in capacity in response to lower passenger loads can result in reduced demand for aircraft and aircraft engines and a corresponding decrease in market lease rental rates and aircraft values. This reduced market value could affect the Company's results if the market value of an asset or assets in the Company's portfolio falls below carrying value, and the Company determines that a write-down of the value on its balance sheet is appropriate. Furthermore, if older, expiring leases are replaced with leases at decreased lease rates, the lease revenue from the Company's existing portfolio is likely to decline, with the magnitude of the decline dependent on the length of the downturn and the depth of the decline in market rents.

Economic downturns can affect certain regions of the world more than others. As the Company's portfolio is not entirely globally diversified, a localized downturn in one of the key regions in which the Company leases assets could have a significant adverse impact on the Company. The Company's significant sources of operating lease revenue by region are summarized in "Outlook - Operating Segments," above.

- 22 -

International Risks. The Company leases assets in overseas markets. Leases with foreign lessees, however, may present different risks than those with domestic lessees. Most of the Company's expected growth is outside of North America.

A lease with a foreign lessee is subject to risks related to the economy of the country or region in which such lessee is located, which may be weaker than the U.S. economy. An economic downturn in a particular country or region may impact a foreign lessee's ability to make lease payments, even if the U.S. and other foreign economies remain stable.

Foreign lessees are subject to risks related to currency conversion fluctuations. Although the Company's current leases are all payable in U.S. dollars, the Company may agree in the future to leases that permit payment in foreign currency, which would subject such lease revenue to monetary risk due to currency fluctuations.

Even with U.S. dollar-denominated lease payment provisions, the Company could still be affected by a devaluation of the lessee's local currency and a stronger U.S. dollar that would make it more difficult for a lessee to meet its U.S. dollar-denominated payments, increasing the risk of default of that lessee, particularly if its revenue is primarily derived in the local currency.

Foreign lessees that operate internationally may also face restrictions on repatriating foreign revenue to their home country. This could create a cash flow crisis for an otherwise profitable carrier, affecting its ability to meet its lease obligations. Foreign lessees may also face restrictions on payment of obligations to foreign vendors, including the Company, which may affect their ability to timely meet lease obligations to the Company.

Foreign lessees are not subject to U.S. bankruptcy laws, although there may be debtor protection similar to U.S. bankruptcy laws available in some jurisdictions. Certain countries do not have a central registration or recording system which can be used to locally record the Company's interest in equipment and related leases. This could make it more difficult for the Company to recover an aircraft in the event of a default by a foreign lessee. In any event, collection and enforcement may be more difficult and complicated in foreign countries.

Finally, ownership of a leased asset operating in a foreign country and/or by a foreign carrier may subject the Company to additional tax liabilities that are not present with aircraft operated in the United States. Depending on the jurisdiction, laws governing such tax liabilities may be complex, not well formed or not uniformly enforced. In such jurisdictions, the Company may decide to take an uncertain tax position based on the best advice of the local tax experts it engages, which position may be challenged by the taxing authority. If the taxing authority later assesses a liability, the Company may be required to pay penalties and interest on the assessed amount, which penalties and interest would not give rise to a corresponding foreign tax credit on the Company's U.S. tax return.

Interest Rate Risk. The Credit Facility carries a floating interest rate based upon short-term interest rate indices. Lease rates typically, but not always, move over time with interest rates, but market demand and numerous other asset-specific factors also affect lease rates. Because the Company's typical lease rates are fixed at lease origination, interest rate changes during the lease term have no effect on existing lease rental payments. Therefore, if interest rates rise significantly and there is relatively little lease origination by the Company following such rate increases, the Company could experience decreased net income as additional interest expense outpaces revenue growth. Further, even if significant lease origination occurs following such rate increases, other contemporaneous aircraft market forces may result in lower or flat rental rates, thereby decreasing net income.

- 23 -

Concentration of Lessees and Aircraft Type. For the month ended July 31, 2017, the Company's four largest customers accounted for a total of approximately 82% of the Company's monthly lease revenue. A lease default by or collection problem with one or a combination of any of these significant customers could have a disproportionate negative impact on the Company's financial results and borrowing base under the Credit Facility, and, therefore, the Company's operating results are especially sensitive to any negative developments with respect to these customers in terms of lease compliance or collection. In addition, if the Company's revenues become overly concentrated in a small number of lessees, the Company could fail to comply with certain financial covenants in its Credit Facility related to customer concentration. In the event of any non-compliance that is not cured in the time permitted under the Credit Facility, the Company would need to seek waivers or amendment of the applicable covenants if such compliance failure is not timely cured. Any default under the Credit Facility, if not cured in the time permitted under the Credit Facility or waived by the lenders, could result in foreclosure upon any or all of the assets of the Company.

The Company's aircraft portfolio is currently focused on a small number of aircraft types and models compared to the variety of aircraft used in the commercial air carrier market. A change in the desirability and availability of any of the particular types and models of aircraft owned by the Company could affect valuations and future rental revenues of such aircraft, and would have a disproportionately significant impact on the Company's portfolio value. Such aircraft type concentration would diminish if the Company acquires assets of other types. Conversely, acquisition of additional aircraft of types currently owned by the Company will increase the Company's risks related to its concentration of those aircraft types.

Investment in New Aircraft Types. The Company intends to continue to focus solely on regional aircraft. Although the Company has traditionally invested in a limited number of types of turboprop aircraft, the Company has also acquired several types of regional jet aircraft, and may continue to seek acquisition opportunities for new types and models of aircraft used in the Company's targeted customer base of regional air carriers. Acquisition of aircraft types not previously acquired by the Company entails greater ownership risk due to the Company's lack of experience managing those assets. The Company believes, however, that the overall industry expertise of JMC's personnel and its technical resources should permit the Company to effectively manage such new aircraft types. Further, the broadening of the asset types in the aircraft portfolio may have a benefit of diversifying the Company's portfolio (see "Factors That May Affect Future Results – Concentration of Lessees and Aircraft Type," above).

Engine Leasing Risk. Because the Company believes that engine leasing, absent a long-term triple net lease, is inherently riskier than aircraft leasing, the Company does not focus on this segment. The Company, however, currently has one engine in its portfolio, comprising 2% of the Company's total net book value of aircraft and aircraft engines held for lease, and may enter into leases for such engine from time to time until such engine is sold or disposed. Under industry standard short-term engine leases, the risk of an engine failure not caused by lessee negligence or foreign object damage upon the lessor. It is not economically practicable for an engine lessor to insure against that risk. If an engine failure occurs and is not covered by a manufacturer's warranty or is not otherwise caused by circumstances that the lessee is required to cover, the Company's investment in the engine could be a significant loss or the Company might incur a significant maintenance expense.

Reliance on JMC. All management of the Company is performed by JMC under a Management Agreement between the Company and JMC that expires in August of 2025 and provides for an asset-based management fee. JMC is not a fiduciary of the Company or its stockholders. The Company's board of directors (the "Board") has ultimate control and supervisory responsibility over all aspects of the Company and owes fiduciary duties to the Company and its stockholders. The Board has no control over the internal operations of JMC, but the Board does have the ability and responsibility to manage the Company's relationship with JMC and the performance of JMC's obligations to the Company under the Management Agreement, as it would have for any third-party service provider to the Company. While JMC may not owe any fiduciary duties to the Company by virtue of the Management Agreement, all of the officers of JMC are also officers of the Company, and, in that capacity, owe fiduciary duties to the Company and its stockholders. In addition, an officer of the Company holds significant ownership positions in the Company and JHC, the parent company of JMC, and JHC is the Company's largest shareholder. Therefore, the economic interests of the Company should be aligned with the interests of JHC and JMC, and JMC should have substantial incentive to make financial decisions as the management company for the Company that are in the best interests of the Company.

The Management Agreement may be terminated if JMC defaults on its obligations to the Company. However, the agreement provides for liquidated damages in the event of its wrongful termination by the Company. A director of the Company is also a director of JMC and, as discussed above, the officers of the Company are also officers of JMC, and one such officer holds significant ownership positions in both the Company and JHC, the holding company for JMC. Consequently, the director and officers of JMC may have a conflict of interest in the event of a dispute between the Company and JMC. Although the Company has taken steps to prevent conflicts of interest arising from such dual roles, such conflicts may still occur.

- 24 -

Management Fee Structure. All decisions regarding acquisitions and disposal of aircraft from the Company's portfolio are made by JMC. JMC is paid a management fee based on the net asset value of the Company's portfolio. It may also receive a one-time asset acquisition fee upon purchase of an asset by the Company, and a one-time remarketing fee in connection with the sale or re-lease of an asset. Optimization of the results of the Company depends on timing of the acquisition, lease yield on the acquired assets, and re-lease or sale of its portfolio assets. Under the current management fee structure, a larger volume of acquisitions generates acquisition fees and also increases the periodic management fee by increasing the size of the aircraft portfolio. Since the Company's current business strategy involves continued growth of its portfolio, with the intention to buy and hold assets until the appropriate time to sell them, a compensation structure that results in greater compensation with an increased portfolio size is consistent with that strategy. The compensation structure does, nonetheless, create a situation where a decision by JMC for the Company to forego an asset transaction deemed to be an unacceptable business risk due to the lessee or the aircraft type is in conflict with JMC's own short-term pecuniary interest. As a result, the compensation structure could act to incent greater risk-taking by JMC in asset acquisition decision-making. However, because JMC's sole business and source of revenue arises from and is expected to continue arising from acting as the management company for the Company, the long-term financial health and viability of the Company are important to JMC's own long-term health and viability. Therefore, in assessing risk-taking in the Company's acquisition transactions, JMC's and the Company's motivations are closely aligned, as JMC is incented to make asset acquisitions that are expected to contribute to the long-term viability of the Company. In addition, the Company has established objective target guidelines for yields on acquired assets and the Company's Board, including a majority of the outside independent directors, must approve any acquisition that involves a new asset type. While the Company currently believes the foregoing are effective mitigating factors against undue compensation-incented risk-taking by JMC, there is no assurance that such mechanisms can entirely and effectively eliminate such risk.

Government Regulation. There are a number of areas in which government regulation may result in costs to the Company. These include aircraft registration safety requirements, required equipment modifications, maximum aircraft age, and aircraft noise requirements. Although it is contemplated that the burden and cost of complying with such requirements will fall primarily upon lessees, there can be no assurance that the cost will not fall on the Company. Furthermore, future government regulations could cause the value of any non-complying equipment owned by the Company to decline substantially.

Casualties, Insurance Coverage. The Company, as an owner of transportation equipment, may be named in a suit claiming damages for injuries or damage to property caused by its assets. As a triple-net lessor, the Company is generally protected against such claims, since the lessee would be responsible for, insure against and indemnify the Company for such claims. A "triple net lease" is a lease under which, in addition to monthly rental payments, the lessee is generally responsible for the taxes, insurance and maintenance and repair of the aircraft arising from the use and operation of the aircraft during the term of the lease. Although the United States Aviation Act may provide some protection with respect to the Company's aircraft assets, it is unclear to what extent such statutory protection would be available to the Company with respect to its assets that are operated in foreign countries where such provisions of the United States Aviation Act may not apply.

The Company's leases generally require a lessee to insure against likely risks of loss or damage to the leased asset, and liability to passengers and third parties pursuant to industry standard insurance policies and require lessees to provide insurance certificates documenting the policy periods and coverage amounts. The Company tracks receipt of the certificates and calendars their expiration dates. Prior to the expiration of an insurance certificate, if a replacement certificate has not been received, the Company reminds the lessee of its obligation to provide current insurance certificates to avoid a default under the lease.

Despite these requirements and procedures, there may be certain cases where the loss is not entirely covered by the lessee or its insurance. The possibility of such an event is remote, but any such uninsured loss with respect to the equipment or insured loss for which insurance proceeds are inadequate might result in a loss of invested capital in and any profits anticipated from, such equipment, as well as a potential claim directly against the Company.

Compliance with Future Environmental Regulations. Compliance with future environmental regulations may harm the Company's business. Many aspects of aircraft operations are subject to increasingly stringent environmental regulations, and growing concerns about climate change may result in the imposition by the U.S and foreign governments of additional regulation of carbon emissions, aimed at either requiring adoption of technology to reduce the amount of carbon emissions or putting in place a fee or tax system on carbon emitters. It is likely that any such regulation will be directed at the Company's customers, as operators of aircraft, or at the Company, as owners of aircraft. Under the Company's triple-net lease arrangements, the Company would likely shift responsibility for compliance to its lessees, but there might be some costs of regulation that the Company could not shift and would itself have to bear. Although it is not expected that the costs of complying with current environmental regulations will have a material adverse effect on the Company's financial position, results of operations, or cash flows, no assurance can be given that the costs of complying with environmental regulations adopted in the future will not have such an effect.

- 25 -

Cyber-Security Risks. The Company believes that its main vulnerability to a cyber-attack would be interruption of the Company's email communications internally and with third parties, loss of customer and lease archives, and loss of document sharing between the Company's offices and remote workers. Such an attack could temporarily impede the efficiency of the Company's operations; however, the Company believes that sufficient replacement and backup mechanisms exist in the event of such an interruption such that there would not be a material adverse financial impact on the Company's business. A cyber-hacker could also gain access to and release proprietary information of the Company, its customers, suppliers and employees stored on the Company's data network. Such a breach could harm the Company's reputation and result in competitive disadvantages, litigation, lost revenues, additional costs, or liability to third parties. While the Company believes that it has sufficient cyber-security measures in place commensurate with the risks to the Company of a successful cyber-attack or breach of its data security, its resources and technical sophistication may not be adequate to prevent all types of cyber-attacks.

Possible Volatility of Stock Price. The market price of the Company's common stock is subject to fluctuations following developments relating to the Company's operating results, changes in general conditions in the economy, the financial markets, the airline industry, changes in accounting principles or tax laws applicable to the Company or its lessees, or other developments affecting the Company, its customers or its competitors, or arising from other investor sentiment unknown to the Company. Because the Company has a relatively small capitalization of approximately 1.4 million shares outstanding, there is a correspondingly limited amount of trading and float of the Company's shares. Consequently, the Company's stock price is more sensitive to a single large trade or a small number of simultaneous trades along the same trend than a company with larger capitalization and higher trading volume and float.

- 26 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This report does not include information described under Item 305 of Regulation S-K pursuant to the rules of the Securities and Exchange Commission that permit "smaller reporting companies" to omit such information.

Item 4. Controls and Procedures.

CEO and CFO Certifications. Attached as exhibits to this Quarterly Report on Form 10-Q (the "Report") are certifications of the Company's Chief Executive Officer (the "CEO") and the Company's Chief Financial Officer (the "CFO"), which are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications"). This section of the Report includes information concerning the evaluation of disclosure controls and procedures referred to in the Section 302 Certifications and this should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Evaluation of the Company's Disclosure Controls and Procedures. Disclosure controls and procedures ("Disclosure Controls") are controls and other procedures that are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The Company's management, with the participation of the CEO and CFO, evaluated the effectiveness of the design and operation of the Company's Disclosure Controls and concluded that the Company's Disclosure Controls were effective as of June 30, 2017.

Changes in Internal Control Over Financial Reporting. No change in the Company's internal control over financial reporting occurred during the fiscal quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

- 27 -

PART II

OTHER INFORMATION

Item 6. Exhibits

Exhibit Number		Description
	10.34	Purchase Agreement (N110HQ) between MetLife Capital, Limited Partnership and the Company, dated June 23, 2017
	10.35	Purchase Agreement (N111HQ) between MetLife Capital, Limited Partnership and the Company, dated June 23, 2017
	10.36	Purchase Agreement (N109HQ) between MetLife Capital, Limited Partnership and the Company, dated July 26, 2017
	31.1	Certification of Michael G. Magnusson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Toni M. Perazzo, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1*	Certification of Michael G. Magnusson, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2*	Certification of Toni M. Perazzo, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document
101.DEF		XBRL Definition Linkbase Document

* These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.

- 28 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AEROCENTURY CORP.
Date: August 11, 2017	By:	/s/ Toni M. Perazzo
		Name: Toni M. Perazzo
		Title: Senior Vice President-Finance and
		Chief Financial Officer

- 29 -

EX-31.1 2 exh31mgm302.htm EXH 31.1 SECTION 302 CERT MAGNUSSON

Exhibit 31.1

AEROCENTURY CORP.

CERTIFICATION

I, Michael G. Magnusson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AeroCentury Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2017

/s/ Michael G. Magnusson

_______________________________

Michael G. Magnusson

President and Chief Executive Officer

EX-31.2 3 exh312tmp302cert.htm EXH 31.2 SECTION 302 CERT PERAZZO

Exhibit 31.2

AEROCENTURY CORP.

CERTIFICATION

I, Toni M. Perazzo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AeroCentury Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2017

/s/ Toni M. Perazzo

_______________________________

Toni M. Perazzo,

Sr.. Vice President - Finance and Chief Financial Officer

EX-32.1 4 exh321mgm906.htm MANGUSSON 906 CERTIFICATION

EXHIBIT 32.1

AEROCENTURY CORP.

CERTIFICATION

In connection with this quarterly report of AeroCentury Corp. (the "Company") on Form 10-Q for the period ended June 30, 2017, as filed with the Securities and Exchange Commission (the "Report"), I, Michael G. Magnusson, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: August 11, 2017

/s/ Michael G. Magnusson

______________________________

Michael G. Magnusson

President and Chief Executive Officer

EX-32.2 5 exh322tmp906.htm PERAZZO 906 CERTIFICATION

EXHIBIT 32.2

AEROCENTURY CORP.

CERTIFICATION

In connection with this quarterly report of AeroCentury Corp. (the "Company") on Form 10-Q for the period ended June 30, 2017, as filed with the Securities and Exchange Commission (the "Report"), I, Toni M. Perazzo, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: August 11, 2017

/s/ Toni M. Perazzo

_____________________________

Toni M. Perazzo,

Sr.. Vice President - Finance and Chief Financial Officer

EX-10.34 6 form110hq.htm FORM OF 110HQ PURCHASE AGREEMENT

PURCHASE AGREEMENT (N110HQ)

THIS PURCHASE AGREEMENT (N110HQ) (this "Agreement"), dated as of June 23, 2017, by and between AEROCENTURY CORP., a Delaware corporation ("Buyer") and METLIFE CAPITAL, LIMITED PARTNERSHIP, a Delaware limited partnership ("Seller").

WITNESSETH:

WHEREAS, Seller is (i) the owner participant under the Participation Agreement [N110HQ], dated as of June 28, 2007, among Seller (as assignee of Metropolitan Life Insurance Company), Wells Fargo Delaware Trust Company, National Association, not in its individual capacity but solely as Owner Trustee (the "Owner Trustee"), Republic Airlines Inc. (the "Lessee") (as amended, modified and supplemented from time to time, the "Participation Agreement"), and (ii) the sole beneficiary of the trust (the "Trust") created under the Trust Agreement [N110HQ], dated as of June 26, 2007 (as amended, modified and supplemented from time to time, the "Trust Agreement"), between the Owner Trustee and Seller (as assignee of the Metropolitan Life Insurance Company).

WHEREAS, Seller holds all of the right, title, and interest in and to (x) one hundred percent (100%) of the beneficial interest and in the Trust Estate (as defined in the Trust Agreement), and (y) in its capacity as owner of the beneficial interest described in clause (x) of this paragraph and in its capacity as owner participant, all contractual rights and obligations, if any, in, to, and under the Participation Agreement, the Trust Agreement and any other Operative Documents (as defined below) to which Seller is a party (collectively, the "OP Rights").

WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to purchase from Seller, the OP Rights, excluding the Retained Rights (as defined below) (the "Transferred Rights"), pursuant to the terms and subject to the conditions set forth in this Agreement and the Assignment Agreement (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1. Definitions.

The following terms, when capitalized, shall have the following meanings for all purposes of this Agreement, except where the context otherwise requires:

"Aircraft" shall have the meaning specified in Appendix A to the Lease.

"Assignment Agreement" shall mean the Assignment and Assumption Agreement in the form of Appendix E hereto to be entered into on the Closing Date between Buyer and Seller.

"Assumption Order" shall mean the Order Pursuant to 11 U.S.C. §§ 363(b) and 365(a) and Fed. R. Bankr. P. 6006 (I) Authorizing Assumption of Aircraft Leases as Amended (N109HQ, N110HQ and N111HQ) and (II) Approving Allowed Unsecured Claim, dated October 21, 2016, entered by the Bankruptcy Court in the case styled In re Republic Airways Holdings Inc., Case No. 16-10429 (SHL).

"Bankruptcy Court" shall mean the United States Bankruptcy Court for the Southern District of New York.

"Buyer Inspection" shall mean Buyer's physical inspection of the Aircraft and all associated records which took place on or about May 15, 2017.

"Chapter 11 Case" means the chapter 11 cases of Lessee and certain of its affiliates in the

Bankruptcy Court which have been consolidated for procedural purposes only and are being

jointly administered under Case No. 16-10429.

"Closing Date" shall mean the date of Closing as such term is defined in Section 2(e) of this Agreement.

"Economic Closing Date" means the date specified in Section 2(b)(ii) of this Agreement.

"Escrow Agent" shall mean McAfee & Taft, Oklahoma City.

"Escrow Agreement" shall mean the escrow agreement dated May 9, 2017 and entered into between Seller, Buyer and the Escrow Agent.

"Event of Loss" shall have the meaning given to such term in Appendix A to the Lease.

"FAA" shall mean the United States Federal Aviation Authority.

"FAA Counsel" shall mean McAfee & Taft, Oklahoma City, Oklahoma.

"Guaranty" shall mean the Guaranty delivered by Parent to Seller and Trustee, dated June 28, 2007.

"Lease" shall mean the Lease Agreement, dated as of June 28, 2007, between Lessee and Owner Trustee relating to the Aircraft, as amended by Amendment No. 1 to Lease Agreement (N110HQ), dated October 10, 2016, and as further supplemented and amended through the Closing Date (but excluding the Lease Amendment).

"Lease Amendment" means the Lease Amendment No.2 to the Lease Agreement substantially in the form of Appendix D.

"Lessee" shall mean Republic Airlines Inc.

"Lessor Liens" shall have the meaning specified in Appendix A to the Lease.

"Operative Documents" shall mean the Lease, the Trust Agreement, the Participation Agreement, the Tax Indemnity Agreement and the Guaranty, true and correct copies of which are attached as Appendix A.

"Other Participation Agreement(s)" means (i) the Participation Agreement [N109HQ] between Owner Trustee, Seller and Lessee, dated May 29, 2007 and (ii) the Participation Agreement [N111HQ] between Owner Trustee, Seller and Lessee, dated June 28, 2007.

"Owner Trustee" shall mean Wells Fargo Delaware Trust Company, not in its individual capacity, but solely as Owner Trustee.

"Parent" shall mean Republic Airways Holdings Inc.

"Participation Agreement" shall mean the Participation Agreement between Owner Trustee, Seller and Lessee, dated June 28, 2007.

"Permitted Liens" shall have the meaning specified in Appendix A to the Lease.

"Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof.

"Purchase Price" has the meaning specified in Section 2(b)(i) of this Agreement.

"Records" shall mean all maintenance records of any Airframe, Engine, Propeller or Part which are possessed by Seller, or retained by a third party at its request including, without limitation, the Manuals and Technical Records covered by the Lease.

"Retained Rights" shall mean all of Seller's rights, title and interest in, to and under the Trust Estate, the Participation Agreement, the Trust Agreement and the other Operative Documents which are retained by Seller under the Assignment Agreement.

"Seller's Account" shall mean the Seller's account for receipt of wire transfers set forth on Appendix B, or such other account designated by Seller by written notice to Buyer.

"Tax Indemnity Agreement" shall mean the Tax Indemnity Agreement, between Lessee and Seller, dated June 28, 2007.

"Transaction Documents" shall mean this Agreement, the Assignment and any other document executed and delivered in connection with the transactions contemplated hereby by Buyer or Seller or designated by Buyer and Seller as a "Transaction Document".

"Transferred Rights" has the meaning specified in the Recitals to this Agreement.

"Trust" shall mean that certain Delaware statutory trust, of which Seller is the sole beneficiary and Wells Fargo Delaware Trust Company is Owner Trustee, created pursuant to the Trust Agreement.

"Trust Agreement" shall mean the Trust Agreement dated June 26, 2007, between Seller, as beneficiary, and Wells Fargo Delaware Trust Company, as owner trustee, as amended to the date of Closing.

"Trust Estate" shall have the meaning set forth in Appendix A to the Lease.

Section 2. Purchase and Sale; Purchase Price; Conditions Precedent; Closing.

(a) Purchase and Sale.

Subject to the terms and conditions of this Agreement, pursuant to the Assignment Agreement, Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell, assign, transfer and convey to Buyer, on the Closing Date, all of the Transferred Rights.

(b) Purchase Price.

(i) The purchase price (the "Purchase Price") for the Transferred Rights payable by Buyer to Seller shall be Ten Million Five Hundred Thirty-Six Thousand U.S. Dollars ($10,536,000). Prior to Closing, Buyer shall deposit with the Escrow Agent sufficient funds to cover the Purchase Price and 50% of the agreed fees of the Escrow Agent in accordance with the terms of the Escrow Agreement, and Buyer agrees to cause Escrow Agent to pay the Purchase Price due hereunder by wire transfer on the Closing Date to Seller's Account.

(ii) The Purchase Price is based on an assumed closing date of May 31, 2017 (the "Economic Closing Date"). If the Closing Date occurs after the Economic Closing Date, the Purchase Price shall be adjusted by: (a) subtracting any payments actually received by Seller from Lessee for Basic Rent accruing for periods after the Economic Closing Date; and (b) adding an amount to cover Seller's carrying cost for the period between the Economic Closing Date and the actual Closing Date (the "Interim Period"), calculated on a daily basis (based on a 365 day year) equal to the product of (i) an annual six percent interest rate and (ii) the Purchase Price adjusted by any payments of Basic Rent actually received by Seller from Lessee in accordance with clause (a) above.

(iii) [Reserved]

(iv) Seller acknowledges receipt by the Escrow Agent of a deposit (the "Deposit") from Buyer in the amount of US$500,000. Upon execution of this Agreement, the Deposit shall be non-refundable, except if Buyer has complied with all of the conditions precedent required of Buyer under this Agreement and the Assignment Agreement and either (i) the conditions precedent to Buyer's obligations are not satisfied on or before June 30, 2017 or (ii) Seller is unable to deliver the Transferred Rights to the Buyer in compliance with all of the terms and conditions of this Agreement on or before June 30, 2017.

(v) Buyer hereby acknowledges that any (i) claims of Owner Trustee or Seller against Lessee or Parent for Lessee obligations under the Lease or any other Operative Agreement accruing prior to Lessee's filing for bankruptcy reorganization under the Chapter 11 Case (including Lease deficiency claims resulting from Lessee's bankruptcy and reorganization and any unsecured claims approved by the Bankruptcy Court pursuant to the Assumption Order) (the "Bankruptcy Claims") and (ii) distributions received by Owner Trustee or Seller in respect of their respective Bankruptcy Claims are not included in the Transferred Rights.

(c) Seller's Conditions Precedent to Closing. The following shall each be a condition precedent to Seller's obligations to close each of the transactions contemplated hereby:

(i) the closing procedures set forth in Section 2(e) have been satisfied to the satisfaction of Seller;

(ii) Seller and Buyer shall have entered into a purchase agreement on terms satisfactory to Seller with respect to Seller's rights under the transactions contemplated by the Other Participation Agreement(s).

(iii) Buyer shall have delivered to Seller a certificate, signed by a duly authorized officer of Buyer, stating that the representations and warranties contained in Section 4(b) are true and correct as of the Closing Date;

(iv) Buyer shall have delivered to Seller a copy of an incumbency certificate as to the person or persons authorized to execute and deliver this Agreement and the Assignment Agreement on behalf of Buyer and all other documents described herein required to be executed and delivered by Buyer hereunder;

(v) Escrow Agent shall have confirmed receipt of the Deposit, the Purchase Price and all Documents (as defined in the Escrow Agreement); and

(vi) Buyer shall have executed the Closing Notice (as defined in the Escrow Agreement) and delivered an executed counterpart of such Closing Notice to Escrow Agent.

(d) Buyer's Conditions Precedent to Closing. The following shall each be a condition precedent to Buyer's obligations to close each of the transactions contemplated hereby:

(i) the closing procedures set forth in Section 2(e) have been satisfied to the satisfaction of Buyer;

(ii) Lessee shall have executed and delivered to the Escrow Agent the Lessee Acknowledgement and Consent, in substantially the form attached as Appendix C, which provides for Lessee's recognition of the mortgage on the Aircraft in favor of Buyer's lender and Buyer's pledge of the OP Rights to Buyer's lender, with irrevocable instructions to the Escrow Agent to release to the other parties thereto immediately following the Closing;

(iii) Owner Trustee and Lessee shall each have executed and delivered to Escrow Agent the Lease Amendment, in substantially the form attached as Appendix D, with irrevocable instructions to the Escrow Agent to release to the other parties thereto immediately following the Closing;

(iv) Buyer shall have received from Seller a certificate, signed by a duly authorized officer of Seller stating that the representations and warranties contained in Section 4(a) are true and correct as of the Closing Date;

(v) Buyer shall have received from Seller a copy of an incumbency certificate as to the person or persons authorized to execute and deliver this Agreement and the Assignment Agreement on behalf of Seller and all documents described herein required to be executed and delivered by Seller hereunder;

(vi) Buyer shall have received (i) an opinion of FAA Counsel confirming aircraft registration in the name of the Owner Trustee, and absence of liens recorded on the FAA aircraft registry and International Registry on the Aircraft (except for the Lease and this contract of sale); and (ii) such opinions of Buyer's counsel with respect to taxation issues of any applicable taxing jurisdiction deemed necessary by Buyer in a form satisfactory to Buyer in its sole discretion, with respect to the transactions contemplated hereby, including the sale of the OP Rights, transfer of beneficial ownership of the Aircraft, deemed assignment of the lease due to such transfer, and taxation of payments payable under the Lease following such transfer;

(vii) Buyer shall have received copies of the originally executed Operative Documents;

(viii) No Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event, that, with the giving of notice or lapse of time or both, would give rise to or constitute and Event of loss with respect to the Airframe or any Engine shall have occurred

(ix) Buyer shall have received from Parent an acknowledgment of the transfer of the OP Rights and confirmation of the continuing effectiveness of the Guaranty notwithstanding such transfer, in the form included in the Lease Amendment or in such other form in form acceptable to Buyer.

(x) Lessee shall have obtained an order from the U.S. Bankruptcy Court confirming the Lessee's plan of reorganization, which order has become final.

(e) Closing Procedures. Closing of the sale of the Transferred Rights (the "Closing") shall occur on June 23, 2017, or at such later time as the parties mutually agree (the "Closing Date"), but in no event later than June 30, 2017. Prior to Closing, Buyer, Seller, Lessee, and Owner Trustee shall each have prepositioned with FAA Counsel fully executed copies of the Assignment Agreement and the Lease Amendment for purposes of filing with the FAA aircraft registry after Closing.

At the Closing:

(i) Seller and Buyer shall execute and deliver the Assignment Agreement;

(ii) Buyer shall pay the Purchase Price for the Transferred Rights, as the Purchase Price may be adjusted pursuant to Section 2(b) of this Agreement, to the Seller's Account; and

(iii) Seller shall deliver to Buyer true, correct and complete sets of all of the Operative Documents.

Section 3. Condition of Aircraft and Records.

(a) Buyer acknowledges that (i) Buyer has not sought from Seller, or looked to or relied upon Seller for, any analysis, evaluation or advice with respect to Lessee, the Lease, the Trust Estate or the Aircraft or the financial condition, operations, investment potential or tax attributes of the same and (ii) Buyer has either been supplied with or has had access to all information, which it has deemed necessary to evaluate the assignment, transfer and conveyance contemplated by this Agreement and the Assignment Agreement.

(b) Buyer further acknowledges that:

(i) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS SET FORTH IN SECTION 4(a) HEREOF, SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SELLER'S RIGHTS WITH RESPECT TO THE TRANSFERRED RIGHTS AND THE AIRCRAFT ARE BEING ACQUIRED BY BUYER ON AN "AS IS, WHERE IS AND WITH ALL FAULTS" BASIS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE ASSIGNMENT, SELLER HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION, PERFORMANCE OR FITNESS FOR USE OR FOR ANY PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON LIABILITY IN TORT, STRICT OR OTHERWISE, AS TO FREEDOM FROM INTERFERENCE IN POSSESSION OR USE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.

Section 4. Representations and Warranties.

(a) Representations and Warranties - Seller. Seller represents and warrants to Buyer that:

(i) Seller is a limited partnership duly organized and validly existing under the laws of Delaware and it has the power and authority to own its assets and carry on its business as presently carried on;

(ii) the execution, delivery, and performance of the Purchase Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary limited partnership action of Seller;

(iii) assuming the validity of execution and delivery by all parties other than Seller, the obligations of Seller under the Purchase Agreement and the Assignment Agreement when executed and delivered by Seller constitute or will constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally;

(iv) the execution and delivery of, the performance of Seller's obligations under, and compliance with the provisions of, the Purchase Agreement or the Assignment Agreement by Seller will not violate in any respect any provision of, or cause a breach or default of:

(A) any law or regulation or any order, judgment or decree of any governmental authority, agency or court to which Seller is subject; or

(B) the charter documents or bylaws or resolution of the directors or shareholder of Seller or its partners; or any mortgage, charge, deed, contract or other undertaking or instrument binding on Seller;

(v) on the Closing Date, the Seller is the sole owner of the Transferred Rights, which shall be conveyed to Buyer at Closing free and clear of any claims, liens, security interests, encumbrances, or rights of others of any nature whatsoever (except for Permitted Liens, other than Lessor Liens);

(vi) on the Closing Date, Seller is the sole beneficial owner of the Trust Estate. At Closing, the Trust Estate is free and clear of any Liens except for Permitted Liens other than Lessor Liens;

(vii) there are no pending or, to the knowledge of Seller, threatened actions, or proceedings against Seller before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Assignment Agreement on the Closing Date;

(viii) Seller has not assigned, transferred or granted any rights or interest in the Trust Estate or any portion thereof (including any residual or remarketing rights) except as provided in the Lease;

(ix) Seller is not in default under any term or provision under the Trust Agreement;

(x) To Seller's knowledge, there are no outstanding contractual obligations of the Trust other than those owed as lessor under the Operative Documents (as defined in Appendix A to the Lease) to which Owner Trustee is a party;

(xi) Seller has not received any written notice from Lessee that would materially adversely affect the value of the Trust Estate or the Aircraft or the Lessee's ability to consummate the transactions contemplated by this Agreement;

(xii) other than the consent of the Lessee and the FAA and such other consents and approvals that have been obtained (or will be obtained by Closing), no other consents or approvals are required for Seller to perform its obligations under this Agreement and the Assignment Agreement; and

(xiii) with respect to the Lease:

(A) To Seller's actual knowledge, the Lease is in full force and effect and is enforceable in accordance with its terms; the Lease, as attached in Appendix A includes all amendments, supplements and modifications agreed by Lessor prior to the Closing Date, and represents the entire agreement of the parties in respect thereof prior to the Closing Date;

(B) No Default or Event of Default under the Lease (and as defined under the Lease) with respect to Lessee's obligation to pay Basic Rent, and to Seller's actual knowledge, no Event of Default resulting from a breach of other Lessee obligations, has occurred, exists, is presently continuing other than the Lessee's Chapter 11 Case;

(D) Seller has not received a written notice from Lessee that it has exercised any option or right to terminate the Lease;

(E) To Seller's actual knowledge, Lessor has performed all of its obligations (including all payment obligations) which exist in favor of Lessee under the Lease and is not in default of any of its obligations under the Lease.

(F) To Seller's actual knowledge, there have been no prepayments of scheduled Basic Rent under the Lease.

(G) Seller has not delivered, and has not directed Owner Trustee to deliver, a chattel paper original signed Lease to any third party in order to perfect an assignment for security of such Lease.

(b) Representations and Warranties - Buyer. Buyer represents and warrants to Seller that:

(i) it is a corporation duly organized in Delaware, validly existing and in good standing under the laws of such jurisdiction and it has the power and authority to own its assets and carry on its business as presently carried on;

(ii) the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary corporate action of Buyer;

(iii) assuming the validity of execution and delivery by any other parties thereto, the Transaction Documents when executed and delivered by Buyer constitute or will constitute legal, valid and binding obligations of Buyer enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally;

(iv) the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Transaction Documents by Buyer will in no way violate in any respect any provision of, or cause a breach or default of:

(A) any law or regulation or any order, judgment or decree of any governmental authority, agency or court to which Buyer is subject; or

(B) the Certificate of Formation, Bylaws, or any resolution of the directors or shareholders of any of the corporate members or managers of Buyer; or

(v) Buyer is acquiring title to the Transferred Rights without a view to the resale or distribution thereof in a manner which would require registration under the Securities Act of 1933, as amended;

(vi) there are no pending or, to the knowledge of Buyer, threatened actions or proceedings against Buyer before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Buyer to perform its obligations under this Agreement, the Assignment Agreement or any of the other Transaction Documents to which it is a party; and

(vii) Buyer has independently and without reliance on Seller and based upon such information and materials as it deems appropriate, made its own appraisal of, and investigation into, the condition and value of the Aircraft, the Trust Estate and the Transferred Rights; and

(viii) Other than the consent of the Lessee and the FAA and such other consents and approvals that have been obtained (or will be obtained by Closing), no other consents or approvals are required to consummate the transactions contemplated by this Agreement.

Section 5. Indemnities.

(a) Buyer agrees to indemnify, reimburse and hold harmless Seller, and its shareholders, directors, agents, employees, subcontractors, successors and assigns (herein referred to as the "Related Indemnitees"), from and against any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, whether civil or criminal, penalties, fines, other sanctions, and any costs and expenses in connection therewith, including costs of investigation and attorney's fees and expenses (any and all of which are hereafter referred to as "Claims"), that may result from or arise in any manner out of, or in relation to any breach or default of Buyer's representations and warranties contained in this Agreement or the Assignment Agreement.

(b) Seller agrees to indemnify, reimburse and hold harmless Buyer and each of its Related Indemnitees, from and against any and all Claims that may result from or arise in any manner out of, or in relation to any breach of Seller's representations and warranties contained in this Agreement.

Section 6. Costs; Taxes.

(a) Each party will be responsible for its own costs and expenses related to negotiating, documenting and closing the transaction contemplated hereby, except that (i) Buyer and Seller will split equally any reimbursement costs and expenses for FAA Counsel in effecting registration of the transfer of ownership of the OP Rights and amendment of the Lease, if necessary, and escrow agent fees; (ii) Seller shall be responsible for any costs and expenses owed to the Owner Trustee with respect to its review and approval of the Transaction Documents; (iii) Seller shall be responsible for any costs and expenses of Lessee in connection with the review and approval of the Transaction Documents; and (iv) Buyer shall be responsible for costs and expenses, including legal fees and expenses of FAA Counsel, incurred for the registration on the International Registry and FAA of the sale of the OP Rights and/or Aircraft to Buyer, if required, the assignment of the Lease to Buyer's lender, if required, and the recordation of mortgages on the Aircraft by Buyer's lender.

(b) Buyer shall be responsible for all sales, use and excise duty, stamp duty and any GST or VAT taxes (other than any taxes based on net income of Seller) in connection with the purchase and sale of the Trust Estate and the Transferred Rights and will pay Seller the Purchase Price free and clear of all such taxes. Notwithstanding the foregoing, Buyer and Seller will reasonably cooperate for the purpose of minimizing or eliminating any tax impact on either party associated with the transaction contemplated by this Agreement and the Assignment on the Closing Date.

Section 7. Risk of Loss and Damage.

If the Aircraft is destroyed or suffers any damage or loss prior to the Closing Date, Buyer may elect to either (a) terminate this Agreement by written notice to Seller and thereafter neither party shall have any further rights or obligations hereunder with respect thereto, or (b) proceed to close the transaction as provided herein, including, without limitation, disbursement of the amounts set forth in Section 2 hereof, without any reduction in the Purchase Price, with all insurance proceeds applied as provided in the Lease.

Section 8. Miscellaneous.

(a) Notice. All notices required or permitted hereunder shall be in writing and may be either personally delivered, faxed, telexed or sent by a reputable overnight courier service addressed as follows:

(i) If to Buyer:

AeroCentury Corp.

1440 Chapin Avenue, Suite 310

Burlingame, CA, 94010

Attn: President

Fax: (650) 696-3929

If to Seller:

MetLife Capital, Limited Partnership

One MetLife Way

Whippany, NJ 07981

Attn: Mark Bisci

Fax: (973) 355-4250

or at such other address as either party gives to the other from time to time through proper notice. Any such notice shall be effective and shall be deemed to have been given when received at the addresses set forth above, as such addresses are modified as set forth above.

(b) Nonwaiver Remedies Cumulative. No covenant or condition of this Agreement can be waived except by the written consent of the party to be charged with such waiver. Forbearance or indulgence by any party in any regard whatsoever shall not constitute a waiver of the covenant or condition to which such forbearance or indulgence may relate, and until complete performance thereof, or the written waiver thereof, the forbearing or indulging party shall be entitled to invoke any remedy available to it under this Agreement or by law or in equity or otherwise despite such forbearance or indulgence. No right or remedy of any party provided for herein is exclusive of any other right or remedy, but all such rights and remedies are cumulative of every other right and remedy provided for herein, at law, in equity, by statute, or otherwise, and may be exercised concurrently or separately from time to time. The prevailing party shall be entitled to attorney's fees and forum costs.

(c) Applicable Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York (without regard to any conflicts of law rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity and performance.

(d) Severability. Any provision of this Agreement which may be prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such jurisdiction only, without invalidating the remaining provisions hereof in such jurisdiction and without invalidating any of the provisions hereof in any other jurisdiction.

(e) Waiver of Jury Trial. EACH OF BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,THISAGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

(f) Consent to Jurisdiction. Each of Buyer and Seller irrevocably agrees that any legal action or proceedings arising out of or in connection with this Agreement and the Assignment Agreement may be brought in any State or Federal Court in New York City, New York, which shall have the exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement and the Assignment Agreement and irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each of Buyer and Seller irrevocably waives any objection it may now or hereafter have to the laying of venue of any action or proceeding in any court and any claim it may now or hereafter have that any action or proceeding has been brought in an inconvenient forum.

(g) Further Assurances. Seller and Buyer will promptly, at any time and from time to time, execute and deliver to each other, such further instruments and documents, and take such further action, as Seller or Buyer, as the case may be, may from time to time reasonably request and which are necessary to carry out this Agreement and to establish and protect the rights, interests, and remedies created in favor of Seller or Buyer.

(h) Exclusivity. This Agreement and the Assignment Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written communications, proposals, agreements, representations, statements, negotiations and undertakings between the parties hereto with respect to the subject matter hereof.

(i) No Broker. Buyer and Seller each hereby represent to the other that it has not directly or indirectly employed or otherwise procured any broker in connection with the sale of the Aircraft hereunder for whose compensation any of the other parties is responsible or liable, other than Tailwind Capital, which has been engaged by Seller, and whose compensation will be the sole responsibility of Seller. Each party agrees to pay, indemnify, and hold harmless the other parties from and against any and all liabilities, losses, costs, damages, claims and expenses (including attorney's fees and litigation costs) the other parties shall ever suffer, incur or be threatened with because of any claim by any broker or agent claiming by, through or under the indemnifying party, whether or not meritorious, for any fee, commission or other compensation with respect to the sale of the Transferred Rights.

(j) Confidentiality. Each party to this Agreement agrees that it will treat this Agreement, each of the other Transaction Documents, and the contents thereof as privileged and confidential and will not disclose, or cause to be disclosed, the terms, hereof or thereof to any Person, except that any such information may be disclosed (i) to the extent necessary in connection with the enforcement of such party's rights under any Transaction Documents, (ii) to such party's agents, attorneys and accountants, (iii) to the extent required pursuant to applicable law or by any governmental or supervisory authority (including pursuant to any applicable SEC regulations), (iv) to the extent that prior to such disclosure, such information is publicly available (if such availability is not the result of the disclosing party's breach of this subsection (k), and (v) with the prior written consent of the other party.

(k) Counterparts. This document may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same original.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

AEROCENTURY CORP.

By:____________________________

Its:___________________________

METLIFE CAPITAL, LIMITED PARTNERSHIP

By: 23rd Street Investments Inc.

Its: General Partner

By: __________________________

Its:___________________________

APPENDICES

A - OPERATIVE DOCUMENTS

B - SELLER'S ACCOUNT FOR WIRE TRANSFER

C - LESSEE ACKNOWLEDGMENT AND CONSENT TO LENDER

D - LEASE AMENDMENT

E - ASSIGNMENT AND ASSUMPTION AGREEMENT

Appendix A

Operative Documents

Appendix B

Seller's Account for Wire Transfer

JPMorgan Chase

ABA No: XXXXXXXX

Account #: XXXXXXX

Acct Name: XXXXXX

Reference: Republic Sale Proceeds

Appendix C

Lessee Acknowledgment and Consent to Lender

Appendix D

Lease Amendment

Appendix E

Assignment and Assumption Agreement

EX-10.35 7 form111hqpa.htm FORM OF 111HQ PURCHASE AGREEMENT

PURCHASE AGREEMENT (N111HQ)

THIS PURCHASE AGREEMENT (N111HQ) (this "Agreement"), dated as of June 23, 2017, by and between AEROCENTURY CORP., a Delaware corporation ("Buyer") and METLIFE CAPITAL, LIMITED PARTNERSHIP, a Delaware limited partnership ("Seller").

WITNESSETH:

WHEREAS, Seller is (i) the owner participant under the Participation Agreement [N111HQ], dated as of June 28, 2007, among Seller (as assignee of Metropolitan Life Insurance Company), Wells Fargo Delaware Trust Company, National Association, not in its individual capacity but solely as Owner Trustee (the "Owner Trustee"), Republic Airlines Inc. (the "Lessee") (as amended, modified and supplemented from time to time, the "Participation Agreement"), and (ii) the sole beneficiary of the trust (the "Trust") created under the Trust Agreement [N111HQ], dated as of June 26, 2007 (as amended, modified and supplemented from time to time, the "Trust Agreement"), between the Owner Trustee and Seller (as assignee of the Metropolitan Life Insurance Company).

Section 1. Definitions.

The following terms, when capitalized, shall have the following meanings for all purposes of this Agreement, except where the context otherwise requires:

"Aircraft" shall have the meaning specified in Appendix A to the Lease.

"Assignment Agreement" shall mean the Assignment and Assumption Agreement in the form of Appendix E hereto to be entered into on the Closing Date between Buyer and Seller.

"Bankruptcy Court" shall mean the United States Bankruptcy Court for the Southern District of New York.

"Buyer Inspection" shall mean Buyer's physical inspection of the Aircraft and all associated records which took place on or about May 15, 2017.

"Chapter 11 Case" means the chapter 11 cases of Lessee and certain of its affiliates in the

Bankruptcy Court which have been consolidated for procedural purposes only and are being

jointly administered under Case No. 16-10429.

"Closing Date" shall mean the date of Closing as such term is defined in Section 2(e) of this Agreement.

"Economic Closing Date" means the date specified in Section 2(b)(ii) of this Agreement.

"Escrow Agent" shall mean McAfee & Taft, Oklahoma City.

"Escrow Agreement" shall mean the escrow agreement dated May 9, 2017 and entered into between Seller, Buyer and the Escrow Agent.

"Event of Loss" shall have the meaning given to such term in Appendix A to the Lease.

"FAA" shall mean the United States Federal Aviation Authority.

"FAA Counsel" shall mean McAfee & Taft, Oklahoma City, Oklahoma.

"Guaranty" shall mean the Guaranty delivered by Parent to Seller and Trustee, dated June 28, 2007.

"Lease" shall mean the Lease Agreement, dated as of June 28, 2007, between Lessee and Owner Trustee relating to the Aircraft, as amended by Amendment No. 1 to Lease Agreement (N111HQ), dated October 10, 2016, and as further supplemented and amended through the Closing Date (but excluding the Lease Amendment).

"Lease Amendment" means the Lease Amendment No.2 to the Lease Agreement substantially in the form of Appendix D.

"Lessee" shall mean Republic Airlines Inc.

"Lessor Liens" shall have the meaning specified in Appendix A to the Lease.

"Other Participation Agreement(s)" means (i) the Participation Agreement [N109HQ] between Owner Trustee, Seller and Lessee, dated May 29, 2007 and (ii) the Participation Agreement [N110HQ] between Owner Trustee, Seller and Lessee, dated June 28, 2007.