8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   November 12, 2012

AEROCENTURY CORP.

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware	94-3263974
(State or Other Jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
1440 Chapin Avenue, Suite 310 Burlingame, CA	94010
(Address of principal executive offices)	(Zip Code)

(650)-340-1888

Registrant’s telephone number, including area code:

Not Applicable

Former Name or Former Address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02:      Earnings Announcement

On November 12, 2012, AeroCentury Corp. (the "Company") announced via press release the Company's preliminary, unaudited results for its third quarter ended September 30, 2012. A copy of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

	AEROCENTURY CORP.
Date: November 13, 2012	By:	/s/  Neal D. Crispin
		Title: Chairman and CEO

EX-99.1

Toni Perazzo

Chief Financial Officer

650-340-1888

FOR IMMEDIATE RELEASE

AEROCENTURY CORP. REPORTS THIRD QUARTER 2012 RESULTS

(BURLINGAME, CA), November 12, 2012 — AeroCentury Corp. (NYSE Amex: ACY), an independent aircraft leasing company, today reported its operating results for the third quarter ended September 30, 2012.

The Company reported net income of $1.1 million, or $0.71 per diluted share, for the third quarter of 2012, compared to a net loss of $0.2 million, or ($0.16) per diluted share, for the third quarter of 2011.  The Company reported net income of $3.4 million, or $2.18 per diluted share, for the nine months ended September 30, 2012, compared to a net loss of $2.7 million, or ($1.73) per diluted share, for the nine months ended September 30, 2011.  

Total revenues were $7.1 million and $21.4 million for the third quarter and nine months ended September 30, 2012, respectively, compared with total revenues of $6.2 million and $17.9 million for the same periods a year ago.  The year-to-year increases were primarily due to increases in operating lease revenue and maintenance reserves revenue resulting from higher average utilization of the Company’s asset portfolio in the 2012 periods and revenue from assets that were purchased subsequent to the 2011 periods.  In addition, the operating lease revenue and maintenance reserves revenue in the 2011 periods were negatively affected by a write-off in those periods regarding the collectability of certain lease and reserves receivables.

Total expenses decreased by approximately $1.2 million and $5.7 million in the third quarter and nine months of 2012 as compared to the same periods in 2011, resulting primarily from a year-over-year decrease in maintenance expense, the effect of which was partially offset by an increase in interest expense.  The 2011 periods included significant maintenance expense, funded by non-refundable maintenance reserves, on aircraft returned to the Company during 2010.  Interest expense was higher in the 2012 periods, primarily as a result of a higher fee amortization related to the Company’s credit facility, which was extended for one year in March 2012, and a higher average credit facility balance in 2012 as a result of aircraft acquisitions.

AeroCentury is an aircraft operating lessor and finance company specializing in leasing regional aircraft and engines utilizing triple net leases. The Company’s aircraft and engines are leased to regional airlines and commercial users worldwide.

(see tables following)

AeroCentury Corp.

Selected Financial Information

 (in thousands, except share and per share data)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012		2011			2012		2011
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Revenues and other income:
Operating lease revenue	$	5,793	$	4,948		$	17,389	$	13,815
Maintenance reserves revenue		1,264		1,099			3,027		2,275
Gain on disposal of assets		-		-			874		1,371
Other income		26		154			80		390
		7,083		6,201			21,370		17,851
Expenses:
Depreciation		1,546		1,445			4,526		4,107
Interest		1,234		978			3,459		2,911
Management fees		1,092		909			3,085		2,785
Maintenance costs		807		2,721			3,175		10,229
Professional fees and other		642		498			1,899		1,853
		5,321		6,551			16,144		21,885
Income/(loss) before income tax provision/(benefit)		1,762		(350	)		5,226		(4,034	)
Income tax provision/(benefit)		649		(107	)		1,827		(1,363	)
Net income/(loss)	$	1,113	$	(243	)	$	3,399	$	(2,671	)
Earnings/(loss) per share:
Basic	$	0.72	$	(0.16	)	$	2.20	$	(1.73	)
Diluted	$	0.71	$	(0.16	)	$	2.18	$	(1.73	)
Weighted average shares used in earnings per share computations:
Basic		1,543,257		1,543,257			1,543,257		1,543,257
Diluted		1,565,057		1,543,257			1,560,453		1,543,257

Summary Balance Sheet:	September 30, 2012		December 31, 2011		September 30, 2011
	(Unaudited)		(Audited)		(Unaudited)
Total assets	$	154,557	$	130,826	$	128,264
Total liabilities	$	110,468	$	90,136	$	88,794
Stockholders’ equity	$	44,089	$	40,690	$	39,470

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