8-K

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 4, 2013

 AEROCENTURY CORP.

(Exact name of Registrant as specified in its charter)

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

1440 Chapin Avenue, Suite 310

Burlingame, CA 94010

(Address of principal executive offices including Zip Code)

650-340-1888

(Registrant's telephone number, including area code)

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

 Pre-commencement communications pursuant to Rule 13e-4(c) under theExchange Act (17 CFR 240.13e-4(c)

Item 1.01  Entry into a Material Definitive Agreement

Item 2.01  Completion of Acquisition or Disposition of Assets

On November 4, 2013, AeroCentury Corp. (the "Company") purchased a Bombardier CRJ 705 Aircraft (the "Aircraft") from an unrelated third party seller, Wells Fargo Bank, Northwest, N.A. not in its individual capacity, but as owner-trustee ("Owner") pursuant to an Aircraft Purchase and Sale Agreement between the Company, the Owner, and AerLift Aircraft Leasing Limited, as owner participant.  The purchase price for the Aircraft was $17,100,000 and was paid in cash by the Company at closing.  In connection with the purchase, the Company was assigned the Owner's  lessor position under a lease for the aircraft to a regional airline.

Item 2.02  Results of Operation and Financial Condition

On November 8, 2013, the Company announced via press release the Company's results for its third quarter ended September 30, 2013. A copy of the Company's press release disclosing these results is attached as Exhibit 99.1.  This item and 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.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.  The following Exhibit is being furnished with this Form 8-K:

Exhibit No.	Document
99.1	Form of Earnings Press Release

SIGNATURES

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

Date:  November 8, 2013

AEROCENTURY CORP.

.

By: /s/ Toni M. Perazzo

Toni M. Perazzo

Sr. Vice President & Chief Financial Officer

EX-99.1

Toni Perazzo

   Chief Financial Officer

   (650)-340-1888

FOR IMMEDIATE RELEASE

AEROCENTURY CORP. REPORTS THIRD QUARTER 2013 RESULTS

(BURLINGAME, CA), November 8, 2013 — AeroCentury Corp. (NYSE MKT: ACY), an independent aircraft leasing company, today reported its operating results for the third quarter ended September 30, 2013.  

The Company reported a net loss of $0.3 million, or ($0.22) per diluted share, for the third quarter of 2013, compared to net income of $1.1 million, or $0.71 per diluted share, for the third quarter of 2012.  The Company reported net income of $4.6 million, or $2.91 per diluted share, for the nine months ended September 30, 2013, compared to net income of $3.4 million, or $2.18 per diluted share, for the nine months ended September 30, 2012.  

Total revenues were $6.9 million and $27.0 million for the third quarter and nine months ended September 30, 2013, respectively, compared to total revenues of $7.1 million and $21.4 million, respectively, for the same periods a year ago.  

Operating lease revenue was lower in the third quarter and first nine months of 2013 compared to the same periods a year ago primarily as a result of lower portfolio utilization and reduced revenue for assets for which the Company does not record revenue in advance of cash receipt as a result of substantial uncertainty of collectability.  The effects of these decreases were partially offset by increases in operating lease revenue from assets purchased during 2012 and 2013.  

Maintenance reserves revenue was lower in the third quarter of 2013 compared to the same period a year ago, primarily reflecting reduced revenue for leases under which the Company does not record revenue in advance of cash receipt as a result of substantial uncertainty of collectability.  Maintenance reserves revenue for the nine months ended September 30, 2013 was higher compared to the same period a year ago.  The increase was primarily due to a one-time payment of $6.5 million received from the prior lessee of two of the Company’s aircraft when the leases were assigned to a new lessee in 2012, which payment was recognized as maintenance reserves revenue upon subsequent termination of the leases in the first quarter of 2013.

Gain on disposal of assets in 2013 resulted from the sale of four aircraft, one in each of the first and second quarters and two in the third quarter.  During the first nine months of 2012, the Company sold one aircraft, in the second quarter.

Total expenses increased by approximately $1.9 million and $3.8 million in the third quarter and first nine months of 2013 as compared to the same periods in 2012.  

Maintenance expense was higher in the 2013 periods as a result of increases in maintenance performed by lessees using nonrefundable reserves and maintenance performed by the Company on off-lease aircraft.  

Depreciation was higher in the 2013 periods primarily as a result of acquisitions and changes in residual assumptions from year to year.  

The Company’s interest expense was lower in the 2013 periods as a result of a lower average outstanding debt balance and lower amortization of renewal fees related to the Company’s credit facility.

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,
	2013			2012		2013		2012
	(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
Revenues and other income:
Operating lease revenue	$	4,368		$	5,793	$	13,941	$	17,389
Maintenance reserves revenue		557			1,264		8,261		3,027
Gain on disposal of assets		1,985			-		4,148		874
Other income		38			26		644		80
		6,948			7,083		26,994		21,370
Expenses:
Maintenance costs		2,451			807		6,240		3,175
Depreciation		1,790			1,546		5,340		4,526
Management fees		1,054			1,092		3,218		3,085
Interest		966			1,234		3,034		3,459
Professional fees and other		556			642		1,777		1,589
Bad debt expense		358			-		358		310
		7,175			5,321		19,967		16,144
Income/(loss) before income tax provision		(227	)		1,762		7,027		5,226
Income tax provision		114			649		2,414		1,827
Net income/(loss)	$	(341	)	$	1,113	$	4,613	$	3,399
Earnings/(loss) per share:
Basic	$	(0.22	)	$	0.72	$	2.99	$	2.20
Diluted	$	(0.22	)	$	0.71	$	2.91	$	2.18
Weighted average shares used in       earnings/(loss) per share computations:
Basic		1,543,257			1,543,257		1,543,257		1,543,257
Diluted		1,543,257			1,565,057		1,587,329		1,560,453

Summary Balance Sheet:	September 30, 2013		December 31, 2012		September 30, 2012
	(Unaudited)		(Audited)		(Unaudited)
Total assets	$	152,340	$	152,426	$	154,557
Total liabilities	$	101,848	$	106,547	$	110,468
Stockholders’ equity	$	50,492	$	45,879	$	44,089