UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of
Report (Date of Earliest Event Reported):
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February 14, 2008
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Commission File No.: 001-13387
AEROCENTURY CORP.
_________________________________________
(Exact name of registrant as specified in its charter)
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Delaware
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94-3263974
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(State or
Other Jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
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94010
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(Address of
principal executive offices)
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(Zip
Code)
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(650) 340-1888
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Registrant’s
telephone number, including area code:
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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))
SECTION 4
– MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item
4.02(a) Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
In
connection with the year-end audit of the 2007 consolidated financial results of
AeroCentury Corp. (the "Company"), the Audit Committee and the Company
determined that two $450,000 non-contingent termination payments due from a
lessee under two leases terminating in October 2007 and February 2008,
respectively, should have been recognized as operating lease revenue ratably
over the three year terms of the leases. As a result of this timing
difference, operating lease revenue has been understated during the previously
reported periods covered by the leases.
Accordingly,
on February 14, 2008, the Board of Directors of the Company, in consultation
with management of the Company and the Company's independent registered public
accounting firm, BDO Seidman, LLP, determined that the Company's previously
issued consolidated financial statements for the years ended December 31, 2004,
2005, and 2006, and the quarters ended March 31, 2005, June 30, 2005, September
30, 2005, March 31, 2006, June 30, 2006, September 30, 2006, March 31, 2007,
June 30, 2007 and September 30, 2007 should no longer be relied upon because of
the error in these consolidated financial statements. The
consolidated financial statements for the years ended December 31, 2004 and 2005
were audited by PricewaterhouseCoopers LLP, and the consolidated financial
statements for the year ended December 31, 2006 were audited by BDO Seidman,
LLP.
The
Company believes that the error was inadvertent and
unintentional. Upon becoming aware of this issue, the Company
initiated a review of its internal controls and processes with respect to lease
revenue recognition to determine what changes, if any, are required to prevent
recurrence of this type of error.
The
previously issued financial statements for the periods that are required to be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2007 will be restated to reflect the ratable recognition of the
operating lease revenue from the two lease termination payments. The Company
intends to file these restated financial statements in a subsequent Current
Report on Form 8-K. The adjustments to be made will not change the aggregate
amount of operating lease revenue recognized from the two lease termination
payments, and will only change the timing of the recognition of such revenue.
The adjustments will result in the financial statements for the periods being
restated showing higher operating lease revenue, income before tax provision,
income tax expense, net income, earnings per share, accrued (deferred) rent
receivable, deferred tax liabilities, and retained earnings than were previously
reported. The adjustments will not have any impact on the Company's cash
balances.
The
Company's Audit Committee has discussed the matters disclosed in this Current
Report on Form 8-K with the Company's independent registered public accounting
firm, BDO Seidman, LLP, and the Company’s former independent registered public
accounting firm, PricewaterhouseCoopers, LLP.
| AEROCENTURY CORP. | ||
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| Date: February 15, 2008 | By: | /s/ Neal D. Crispin |
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| Title: President | ||