FTAI Aviation Ltd. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements: Consolidated Financial Statements of FTAI Aviation Ltd.: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 51 Consolidated Balance Sheets as of December 31, 2023 and 2022 53 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 54 Consolidated Statements of Comprehensive Income (loss) for the years ended December 31, 2023, 2022 and 2021 55 Consolidated Statement of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 56 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 57 Notes to Consolidated Financial Statements 59 50 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of FTAI Aviation Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of FTAI Aviation Ltd. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Recognition of Maintenance Revenue for Aircraft Leases Description of the Matter As described in Note 2 to the consolidated financial statements, the Company recognizes maintenance revenue for aircraft leases related to the portion of maintenance payments received from lessees that are not expected to be reimbursed for maintenance events. Revenue related to maintenance on leased aircraft is recorded as a component of maintenance revenue, which totaled $191.3 million on the Consolidated Statements of Operations for the year ended December 31, 2023. Auditing maintenance revenue related to aircraft leases was complex and highly judgmental due to the significant estimation involved in projecting the timing of future major maintenance events. In particular, the estimate is sensitive to the mean time between removal (MTBR) assumption, which is affected by historical usage patterns and overall industry, market and economic conditions. Significant changes to this assumption could have a material effect on the amount of maintenance revenue recognized in the period. 51 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s maintenance revenue recognition process, including controls over management’s review of the estimated timing of major maintenance events as described above. To test maintenance revenue for aircraft leases, we performed audit procedures that included, among others, assessing the Company’s revenue recognition methodology and testing the MTBR assumption described above. For example, we compared the MTBR assumption to third-party estimates and assessed management’s retrospective review of timing of estimated maintenance events to actual results to assess the historical accuracy of the MTBR assumption and contrary evidence, if any. We performed testing on the impact, if any, on maintenance revenue recognized in the period due to changes in timing of maintenance events. We also involved our valuation specialists to assist in our evaluation of the appropriateness of the MTBR assumption. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. New York, New York February 26, 2024 52 FTAI AVIATION LTD. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) Notes December 31, 2023 2022 Assets Cash and cash equivalents 2 $ 90,756 $ 33,565 Restricted cash 2 150 19,500 Accounts receivable, net 115,156 99,443 Leasing equipment, net 5 2,032,413 1,913,553 Property, plant, and equipment, net 45,175 10,014 Investments 6 22,722 22,037 Intangible assets, net 7 50,590 41,955 Goodwill 4. 4,630 — Inventory, net 2 316,637 163,676 Other assets 2 286,456 125,834 Total assets $ 2,964,685 $ 2,429,577 Liabilities Accounts payable and accrued liabilities $ 112,907 $ 86,452 Debt, net 8 2,517,343 2,175,727 Maintenance deposits 2 65,387 78,686 Security deposits 2 41,065 32,842 Other liabilities 52,100 36,468 Total liabilities $ 2,788,802 $ 2,410,175 Commitments and contingencies 15 Equity Ordinary shares ($ 0.01 par value per share; 2,000,000,000 shares authorized; 100,245,905 and 99,716,621 shares issued and outstanding as of December 31, 2023 and 2022, respectively) $ 1,002 $ 997 Preferred shares ($ 0.01 par value per share; 200,000,000 shares authorized; 15,920,000 and 13,320,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively) 159 133 Additional paid in capital 255,973 343,350 Accumulated deficit ( 81,785 ) ( 325,602 ) Shareholders' equity 175,349 18,878 Non-controlling interest in equity of consolidated subsidiaries 534 524 Total equity $ 175,883 $ 19,402 Total liabilities and equity $ 2,964,685 $ 2,429,577 See accompanying notes to consolidated financial statements. 53 FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except share and per share data) Year Ended December 31, Notes 2023 2022 2021 Revenues Lease Income $ 207,936 $ 179,314 $ 173,864 Maintenance revenue 191,347 148,846 128,819 Asset sales revenue 303,141 183,535 — Aerospace products revenue 454,970 178,515 23,301 Other revenue 13,502 18,201 9,599 Total revenues 1,170,896 708,411 335,583 Expenses Cost of sales 502,132 248,385 14,308 Operating expenses 110,163 132,264 59,615 General and administrative 13,700 14,164 13,448 Acquisition and transaction expenses 15,194 13,207 17,911 Management fees and incentive allocation to affiliate 12 18,037 3,562 684 Depreciation and amortization 5, 7 169,877 152,917 147,740 Asset impairment 2,121 137,219 10,463 Interest expense 161,639 169,194 155,017 Total expenses 992,863 870,912 419,186 Other income (expense) Equity in losses of unconsolidated entities 6 ( 1,606 ) ( 369 ) ( 1,403 ) Gain on sale of assets, net — 77,211 49,015 Loss on extinguishment of debt — ( 19,859 ) ( 3,254 ) Other income (expense) 7,590 207 ( 490 ) Total other income 5,984 57,190 43,868 Income (loss) from continuing operations before income taxes 184,017 ( 105,311 ) ( 39,735 ) (Benefit from) provision for income taxes 11 ( 59,800 ) 5,300 3,126 Net income (loss) from continuing operations 243,817 ( 110,611 ) ( 42,861 ) Net loss from discontinued operations, net of income taxes 3 — ( 101,416 ) ( 87,845 ) Net income (loss) 243,817 ( 212,027 ) ( 130,706 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries: Continuing operations — — — Discontinued operations 3 — ( 18,817 ) ( 26,472 ) Less: Dividends on preferred shares 31,795 27,164 24,758 Net income (loss) attributable to shareholders $ 212,022 $ ( 220,374 ) $ ( 128,992 ) Earnings (loss) per share: Basic 14 Continuing operations $ 2.12 $ ( 1.39 ) $ ( 0.75 ) Discontinued operations $ — $ ( 0.83 ) $ ( 0.68 ) Diluted 14 Continuing operations $ 2.11 $ ( 1.39 ) $ ( 0.75 ) Discontinued operations $ — $ ( 0.83 ) $ ( 0.68 ) Weighted average shares outstanding: Basic 99,908,214 99,421,008 89,922,088 Diluted 100,425,777 99,421,008 89,922,088 See accompanying notes to consolidated financial statements. 54 FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 243,817 $ ( 212,027 ) $ ( 130,706 ) Other comprehensive loss: Other comprehensive loss related to equity method investees, net (1) in discontinued operations — ( 182,963 ) ( 129,820 ) Changes in pension and other employee benefit accounts in discontinued operations — — ( 324 ) Comprehensive income (loss) 243,817 ( 394,990 ) ( 260,850 ) Comprehensive income (loss) attributable to non-controlling interest: Continuing operations — — — Discontinued operations — ( 18,817 ) ( 26,472 ) Comprehensive income (loss) attributable to shareholders $ 243,817 $ ( 376,173 ) $ ( 234,378 ) __________________________________________________ (1) Net of deferred tax benefit of $ 0 , $ 0 and $( 2,187 ) for the years ended December 31, 2023, 2022 and 2021, respectively. See accompanying notes to consolidated financial statements. 55 FTAI AVIATION LTD. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Dollars in thousands) Ordinary Shares (1) Preferred Shares (1) Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity Equity - December 31, 2020 $ 856 $ 91 $ 1,130,106 $ ( 28,158 ) $ ( 26,237 ) $ 22,663 $ 1,099,321 Net loss ( 104,234 ) ( 26,472 ) ( 130,706 ) Other comprehensive loss — ( 130,144 ) — ( 130,144 ) Total comprehensive loss ( 104,234 ) ( 130,144 ) ( 26,472 ) ( 260,850 ) Settlement of equity-based compensation ( 421 ) ( 421 ) Issuance of ordinary shares 136 323,443 323,579 Dividends declared - ordinary shares ( 118,009 ) ( 118,009 ) Issuance of preferred shares 42 101,158 101,200 Dividends declared - preferred shares ( 24,758 ) ( 24,758 ) Equity-based compensation 4,038 4,038 Equity - December 31, 2021 $ 992 $ 133 $ 1,411,940 $ ( 132,392 ) $ ( 156,381 ) $ ( 192 ) $ 1,124,100 Net loss ( 193,210 ) ( 18,817 ) ( 212,027 ) Other comprehensive loss — ( 182,963 ) — ( 182,963 ) Total comprehensive loss ( 193,210 ) ( 182,963 ) ( 18,817 ) ( 394,990 ) Spin-off of FTAI Infrastructure, Inc., net of distributions ( 913,342 ) 339,344 12,817 ( 561,181 ) Acquisition of consolidated subsidiary 3,054 3,054 Settlement of equity-based compensation ( 148 ) ( 148 ) Contributions from non-controlling interest 1,187 1,187 Issuance of ordinary shares 5 399 404 Dividends declared - ordinary shares ( 128,483 ) ( 128,483 ) Dividends declared - preferred shares ( 27,164 ) ( 27,164 ) Equity-based compensation 2,623 2,623 Equity - December 31, 2022 $ 997 $ 133 $ 343,350 $ ( 325,602 ) $ — $ 524 $ 19,402 Net income 243,817 — 243,817 Other comprehensive loss — — — — Total comprehensive income 243,817 — — 243,817 Contributions from non-controlling interest 10 10 Issuance of ordinary shares 5 924 929 Dividends declared - ordinary shares ( 119,847 ) ( 119,847 ) Issuance of preferred shares 26 61,703 61,729 Dividends declared - preferred shares ( 31,795 ) ( 31,795 ) Equity-based compensation 1,638 — 1,638 Equity - December 31, 2023 $ 1,002 $ 159 $ 255,973 $ ( 81,785 ) $ — $ 534 $ 175,883 ________________________________________________ (1) Common and Preferred Shares of Fortress Transportation and Infrastructure Investors LLC were exchanged for Ordinary and Preferred Shares of FTAI Aviation Ltd. when the Merger, as detailed in Note 1, was completed on November 10, 2022. See accompanying notes to consolidated financial statements. 56 FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 243,817 $ ( 212,027 ) $ ( 130,706 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in losses of unconsolidated entities 1,606 46,971 12,734 Gain on sale of assets, net ( 160,742 ) ( 141,677 ) ( 49,031 ) Security deposits and maintenance claims included in earnings ( 40,535 ) ( 41,845 ) ( 39,067 ) Loss on extinguishment of debt — 19,859 3,254 Equity-based compensation 1,638 2,623 4,038 Depreciation and amortization 169,877 193,236 201,756 Asset impairment 2,121 137,219 10,463 Change in deferred income taxes ( 63,626 ) 2,161 ( 2,057 ) Change in fair value of non-hedge derivatives — ( 1,567 ) ( 2,220 ) Change in fair value of guarantees ( 1,807 ) — — Amortization of lease intangibles and incentives 43,764 37,135 27,978 Amortization of deferred financing costs 8,860 19,018 21,723 Provision for credit losses 6,583 47,975 12,953 Other ( 6,646 ) ( 1,010 ) ( 440 ) Change in: Accounts receivable ( 40,357 ) ( 65,969 ) ( 88,872 ) Other assets ( 5,627 ) ( 23,037 ) ( 30,789 ) Inventory ( 31,884 ) ( 23,267 ) — Accounts payable and accrued liabilities 1,254 ( 19,599 ) 25,079 Management fees payable to affiliate 1,683 804 1,042 Other liabilities ( 997 ) 2,340 118 Net cash provided by (used in) operating activities 128,982 ( 20,657 ) ( 22,044 ) Cash flows from investing activities: Investment in unconsolidated entities ( 19,500 ) ( 7,344 ) ( 54,655 ) Principal collections on finance leases 3,638 2,227 7,387 Principal collections on notes receivable 4,875 — — Acquisition of business, net of cash acquired ( 29,632 ) ( 3,819 ) ( 627,090 ) Acquisition of leasing equipment ( 749,780 ) ( 638,329 ) ( 572,624 ) Acquisition of property, plant and equipment ( 6,148 ) ( 144,196 ) ( 157,332 ) Acquisition of lease intangibles ( 20,964 ) ( 31,127 ) ( 24,017 ) Investment in convertible promissory notes — — ( 10,000 ) Investment in promissory notes ( 11,500 ) — — Purchase deposit for acquisitions ( 23,937 ) ( 6,671 ) ( 13,658 ) Proceeds from sale of leasing equipment 477,886 408,937 158,927 Proceeds from sale of property, plant and equipment — 5,289 4,494 Proceeds for deposit on sale of aircraft and engine 1,413 3,780 600 Return of purchase deposits 300 — 1,010 Net cash used in investing activities $ ( 373,349 ) $ ( 411,253 ) $ ( 1,286,958 ) See accompanying notes to consolidated financial statements. 57 FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from financing activities: Proceeds from debt $ 951,665 $ 813,980 $ 2,894,127 Repayment of debt ( 605,000 ) ( 1,144,529 ) ( 1,553,231 ) Payment of deferred financing costs ( 12,180 ) ( 18,607 ) ( 52,739 ) Receipt of security deposits 9,927 3,882 8,770 Return of security deposits ( 2,385 ) ( 2,141 ) ( 1,201 ) Receipt of maintenance deposits 30,354 47,846 31,507 Release of maintenance deposits ( 275 ) ( 1,471 ) ( 20,724 ) Proceeds from issuance of ordinary shares, net of underwriter's discount 5 — 323,124 Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs 61,729 — 101,200 Capital contributions from non-controlling interests 10 1,187 — Dividend from spin-off of FTAI Infrastructure, net of cash transferred — 500,562 — Settlement of equity-based compensation — ( 148 ) ( 421 ) Cash dividends - ordinary shares ( 119,847 ) ( 128,483 ) ( 118,009 ) Cash dividends - preferred shares ( 31,795 ) ( 27,164 ) ( 24,758 ) Net cash provided by financing activities 282,208 44,914 1,587,645 Net increase (decrease) in cash and cash equivalents and restricted cash 37,841 ( 386,996 ) 278,643 Cash and cash equivalents and restricted cash, beginning of period 53,065 440,061 161,418 Cash and cash equivalents and restricted cash, end of period $ 90,906 $ 53,065 $ 440,061 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest $ 150,622 $ 185,144 $ 142,200 Cash paid for taxes 1,393 3,279 402 Supplemental disclosure of non-cash investing and financing activities: Acquisition of leasing equipment $ ( 105,313 ) ( 74,706 ) ( 44,552 ) Acquisition of property, plant and equipment ( 699 ) — ( 581 ) Transfers from leasing equipment 224,218 121,855 91,266 Security deposits, maintenance deposits, other assets and other liabilities settled in the sale of leasing equipment 24,116 18,385 400 Settled and assumed security deposits 823 ( 6,774 ) ( 4,041 ) Billed, assumed and settled maintenance deposits ( 18,907 ) ( 47,993 ) ( 21,710 ) Non-cash change in equity method investment — ( 182,963 ) ( 129,907 ) Conversion of interests in unconsolidated entities — ( 21,302 ) — Issuance of ordinary shares 924 399 455 See accompanying notes to consolidated financial statements. 58 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION FTAI Aviation Ltd. (“we”, “us”, “our” or the “Company” and formerly “Fortress Transportation and Infrastructure Investors LLC”) is a Cayman Islands exempted company which through its subsidiaries owns, leases, and sells aviation equipment and also develops and manufactures, through a joint venture, and repairs and sells, through our maintenance facility and exclusivity arrangements, aftermarket components for aircraft engines. Additionally, we own and lease offshore energy equipment. We have two reportable segments, (i) Aviation Leasing and (ii) Aerospace Products (see Note 13). On August 1, 2022, the Company completed the spin-off of its infrastructure business into an independent publicly traded company. Accordingly, the operating results of, and costs to separate, the infrastructure business are reported in Net loss from discontinued operations, net of income taxes in the Consolidated Statements of Operations for all periods presented. All amounts and disclosures included in the Notes to Consolidated Financial Statements reflect only the Company's continuing operations unless otherwise noted. For additional information, see Note 3, "Discontinued Operations." On November 10, 2022, the Company completed a reverse merger transaction pursuant to the Agreement and Plan of Merger (the “Merger”) between Fortress Transportation and Infrastructure Investors LLC (“FTAI”) and the Company and the parties thereto, with FTAI becoming a subsidiary of the Company. This reverse merger represents a transaction between entities under common control. Upon merger completion, FTAI’s shareholders received one share of the Company’s ordinary shares, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares in exchange for each share of FTAI’s common shares, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, respectively, with the new Shares of FTAI Aviation having substantially similar rights and privileges as the respective FTAI shares being converted. All exchanges were completed without any further action from the shareholders. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting —The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of us and our subsidiaries. Principles of Consolidation —We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence, but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure 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. Risks and Uncertainties —In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee or customer to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments, increase the risk of unscheduled lease terminations and depress lease rates and the value of our leasing equipment or operating assets. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We, through our subsidiaries, also conduct operations outside of the United States; such international operations are subject to the same risks as those associated with our United States operations as well as additional risks, including unexpected changes in regulatory requirements, heightened risk of political and economic instability, potentially adverse tax consequences and the burden of complying with foreign laws. We do not have significant exposure to foreign currency risk as all of our leasing arrangements are denominated in U.S. dollars. Cash and Cash Equivalents —We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents. Restricted Cash —Restricted cash is $ 0.2 million and $ 19.5 million as of December 31, 2023 and 2022, respectively. The balance as of December 31, 2022 consisted of funds required for the Company’s investment in QuickTurn, as described in Note 4. Inventory —We hold aircraft engine modules, spare parts and used material inventory for trading, repairs and to support operations. Inventory is carried at the lower of cost or net realizable value on our consolidated balance sheets. 59 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Property, Plant and Equipment, Leasing Equipment and Depreciation — Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Aircraft 25 years from date of manufacture Generally not to exceed 15% of manufacturer’s list price when new Aircraft engines 2 - 6 years, based on maintenance adjusted service life Sum of engine core salvage value plus the estimated fair value of life limited parts Aviation tooling and equipment 3 - 6 years from date of purchase Scrap value at end of useful life Offshore energy vessels 25 years from date of manufacture 10% of new build cost Buildings and improvements 40 to 50 years Scrap value at end of useful life Machinery and equipment 6 - 23 years Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 2 - 5 years from date of purchase None Land N/A N/A Construction in progress N/A N/A Other 5 - 7 years N/A Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted. For planned major maintenance or component overhaul activities for aviation equipment off lease, the cost of such major maintenance or component overhaul event is capitalized and depreciated on a straight-line basis over the period until the next maintenance or component overhaul event is required. Our offshore energy vessels are required to be drydocked periodically for recertifications or major repairs and maintenance that cannot be performed while the vessels are operating. Normal repairs and maintenance are expensed as incurred. We capitalize the costs associated with the drydockings and amortize them on a straight-line basis over the period between drydockings, usually during a 60 month time span. In accounting for leasing equipment, we make estimates about the expected useful lives, residual values and the fair value of acquired in-place leases and acquired maintenance liabilities (for aviation equipment). In making these estimates, we rely upon observable market data for the same or similar types of equipment and, in the case of aviation equipment, our own estimates with respect to a lessee’s anticipated utilization of the aircraft or engine. When we acquire leasing equipment subject to an in-place lease, determining the fair value of the in-place lease requires us to make assumptions regarding the current fair values of leases for identical or similar equipment, in order to determine if the in-place lease is within a fair value range of current lease rates. If a lease is below or above the range of current lease rates, the resulting lease discount or premium is recognized as a lease intangible and amortized into lease income over the remaining term of the lease. Capitalized Interest —The interest cost associated with major development and construction projects are capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $ 0.7 million, $ 2.7 million and $ 2.4 million during the years ended December 31, 2023, 2022 and 2021, respectively. Repairs and Maintenance —Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred. Our repairs and maintenance expense was $ 7.7 million, $ 7.2 million and $ 3.2 million during the years ended December 31, 2023, 2022 and 2021, respectively, and are included in Operating expenses in the Consolidated Statements of Operations. Impairment of Long-Lived Assets —We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant lease restructuring or early lease termination; significant traffic decline; a significant change in market conditions; or the introduction of newer technology aircraft, vessels or engines. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from currently contracted leases and contracts, future projected leases, transition costs, estimated down time and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. 60 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the global demand for a particular asset and historical experience in the leasing markets, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, residual values, economic conditions, technology, demand for a particular asset type and other factors. Security Deposits —Our operating leases generally require the lessee to pay a security deposit or provide a letter of credit. Security deposits are held until specified return dates stipulated in the lease or lease expiration. Maintenance Payments —Typically, under an operating lease of aircraft, the lessee is responsible for performing all maintenance and is generally required to make maintenance payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft or engine. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending on the component, and are generally required to be made monthly in arrears. If a lessee is making monthly maintenance payments, we would typically be obligated to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-value components to the extent of maintenance payments received in respect of the specific maintenance event, usually shortly following the completion of the relevant work. We record the portion of maintenance payments paid by the lessee that are expected to be reimbursed as maintenance deposit liabilities in the Consolidated Balance Sheets. Reimbursements made to the lessee upon the receipt of evidence of qualifying maintenance work are recorded against the maintenance deposit liability. In certain acquired leases, we or the lessee may be obligated to make a payment to the other party at lease termination based on redelivery conditions stipulated at the inception of the lease. When the lessee is required to return the aircraft in an improved maintenance condition, we record a maintenance right asset, as a component of other assets, for the estimated value of the end-of-life maintenance payment at acquisition. We recognize payments received as end-of-lease compensation adjustments, within lease income or as a reduction to the maintenance right asset, when payment is received or collectability is assured. In the event we are required to make payments at the end of the lease for redelivery conditions, amounts are accrued as additional maintenance liability and expensed when we are obligated and can reasonably estimate such payments. Lease Incentives and Amortization —Lease incentives, which include lease acquisition costs related to reconfiguration of the aircraft cabin, other lessee specific modifications and other direct costs, are capitalized and amortized as a reduction of lease income over the primary term of the lease, assuming no lease renewals. Intangibles and amortization —Intangibles include the value of acquired favorable and unfavorable leases. In accounting for acquired leasing equipment, we make estimates about the fair value of the acquired leases. In determining the fair value of these leases, we make assumptions regarding the current fair values of leases for identical or similar equipment in order to determine if the acquired lease is within a fair value range of current lease rates. If a lease is below or above the range of current lease rates, the resulting lease discount or premium is recognized as a lease intangible and amortized into lease income over the remaining term of the lease. Acquired lease intangibles are amortized on a straight-line basis over the remaining lease terms, which collectively had a weighted-average remaining amortization period of approximately 47 months as of December 31, 2023, and are recorded as a component of revenues in the accompanying Consolidated Statements of Operations. Deferred Financing Costs —Costs incurred in connection with obtaining long term financing are capitalized and amortized to interest expense over the term of the underlying loans. Unamortized deferred financing costs of $ 33.2 million and $ 29.4 million as of December 31, 2023 and 2022, respectively, are included in Debt, net in the Consolidated Balance Sheets. We also have unamortized deferred revolver fees related to our revolving debt o f $ 5.1 million and $ 5.5 million as of December 31, 2023 and 2022, respectively, which are included in Other assets in the Consolidated Balance Sheets. Amortization expense was $ 8.9 million, $ 17.0 million and $ 19.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in Interest expense in the Consolidated Statements of Operations. Discontinued Operations — A disposal of an entity or component of an entity is reported in discontinued operations if the disposal represents a strategic shift that has or will have a material impact on our operations and financial results. See Note 3 for additional information related to our discontinued operations. Revenues — We disaggregate our revenue by products and services. Revenues are within the scope of ASC 842, Leases, and ASC 606, Revenue from contracts with customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. 61 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) During the third quarter of 2022, we updated our corporate strategy based on the opportunities available in the market such that the sale of aircraft and engines is now an output of our recurring, ordinary activities. As a result of this update, the transaction price allocated to the sale of assets is included in Asset sales revenue in the Consolidated Statements of Operations beginning in the third quarter of 2022 and are accounted for in accordance with ASC 606. The corresponding net book values of the assets sold are recorded in Cost of sales in the Consolidated Statement of Operations beginning in the third quarter of 2022. Sales transactions of aircraft and engines prior to the third quarter of 2022 were accounted for in accordance with ASC 610-20, Gains and losses from the derecognition of nonfinancial assets and were included in Gain on sale of assets, net on the Consolidated Statements of Operations, as we were previously only occasionally selling these assets. Generally, assets sold were under leasing arrangements prior to sales and were included in Leasing equipment, net, on the Consolidated Balance Sheets. Operating Leases —We lease equipment pursuant to operating leases. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the lease, assuming no renewals. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received. Generally, under our aircraft lease and engine agreements, the lessee is required to make periodic maintenance payments calculated based on the lessee’s utilization of the leased asset or at the end of the lease. Typically, under our aircraft lease agreements, the lessee is responsible for maintenance, repairs and other operating expenses throughout the term of the lease. These periodic maintenance payments accumulate over the term of the lease to fund major maintenance events, and we are contractually obligated to return maintenance payments to the lessee up to the cost of maintenance events paid by the lessee. In the event the total cost of maintenance events over the term of a lease is less than the cumulative maintenance payments, we are not required to return any unused or excess maintenance payments to the lessee. Maintenance payments received for which we expect to repay to the lessee are presented as Maintenance deposits in our Consolidated Balance Sheets. All excess maintenance payments received that we do not expect to repay to the lessee are recorded as Maintenance revenue on our Consolidated Statements of Operations. Estimates in recognizing revenue include mean time between removal, projected costs for engine maintenance and forecasted utilization of aircraft which are affected by historical usage patterns and overall industry, market and economic conditions. Significant changes to these estimates could have a material effect on the amount of revenue recognized in the period. For purchase and lease back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the relative fair value of the aircraft and lease. The fair value of the lease may include a lease premium or discount, which is recorded as a favorable or unfavorable lease intangible. Finance Leases —From time to time we enter into finance lease arrangements that include a lessee obligation to purchase the leased equipment at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value that equals or exceeds substantially all of the fair value of the leased equipment at the date of lease inception. Net investment in finance leases represents the minimum lease payments due from lessee, net of unearned income. The lease payments are segregated into principal and interest components similar to a loan. Unearned income is recognized on an effective interest method over the lease term and is recorded as lease income. The principal component of the lease payment is reflected as a reduction to the net investment in finance leases. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received. Asset sales revenue —Asset sales revenue primarily consists of the transaction price related to the sale of aircraft and aircraft engines from our Aviation Leasing segment. From time to time, the Company may also assign the related lease agreements to the customer as part of the sale of these assets. We routinely sell leasing equipment to customers and such transactions are considered recurring and ordinary in nature to our business. As such, these sales are accounted for within the scope of ASC 606. Revenue is recognized when a performance obligation is satisfied by transferring control over an asset to a customer. Revenue is recorded with corresponding costs of sales, presented on a gross basis in the Consolidated Statements of Operations. Aerospace products revenue —Aerospace products revenue primarily consists of the transaction price related to the sale of repaired CFM56-7B, CFM56-5B and V2500 engines, engine modules, spare parts and used material inventory, and are accounted for within the scope of ASC 606. Revenue is recognized when a performance obligation is satisfied by transferring control over the related asset to a customer. Revenue is recorded with corresponding costs of sales, presented on a gross basis in the Consolidated Statements of Operations. Aerospace products revenue also consists of engine management service contracts, where the Company has a stand-ready obligation to provide replacement CFM56-7B and CFM56-5B engines to customers as they become unserviceable during the contract term. The Company recognizes revenue over time using a straight-line attribution method and the costs related to fulfilling the performance obligation are expensed as incurred. Leasing Arrangements — At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are included in Other assets and Other liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Other assets and lease liabilities are recognized in Other liabilities in our Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, 62 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. Operating lease ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability and is recorded in Operating expenses in the Consolidated Statements of Operations. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets, and lease liabilities and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred. Concentration of Credit Risk —We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. No single customer accounted for greater than 10% of total revenue during the years ended December 31, 2023 and 2022. We earned 11 % of our revenue from one customer in the Aviation Leasing segment during the year ended December 31, 2021. As of December 31, 2023, no single customer accounted for greater than 10% of t otal accounts receivable, net. As of December 31, 2022, there were two customers in the Aviation Leasing segment that represented 20 % and 12 % of total accounts receivable, net. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. Allowance for Doubtful Accounts —We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. Provision in credit losses is included in Operating expenses in the Consolidated Statements of Operations. The activity in the allowance for doubtful accounts is as follows: December 31, 2023 2022 2021 Allowance at beginning of period $ 65,580 $ 17,703 $ 4,823 Provision for credit losses 6,583 47,877 12,880 Allowance at end of period $ 72,163 $ 65,580 $ 17,703 Economic sanctions and export controls against Russia and Russia’s aviation industry were imposed due to its invasion of Ukraine during the first quarter of 2022. As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines and our allowance for doubtful accounts at December 31, 2023 includes all accounts receivable exposure to Russian and Ukrainian customers. Comprehensive Income (Loss) — Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Our comprehensive income (loss) represents net income (loss), as presented in the Consolidated Statements of Operations, adjusted for comprehensive loss related to cash flow hedges of our equity method investees of discontinued operations. The cash flow impact of commodity derivatives held by our consolidated subsidiaries is recognized in Change in fair value of non-hedge derivatives in our Consolidated Statements of Cash Flows. Other Assets — Other assets is primarily comprised of lease incentives of $ 43.5 million and $ 37.9 million, purchase deposits of $ 23.9 million and $ 6.7 million, notes receivable of $ 102.3 million and $ 49.2 million, operating lease right-of-use assets, net of $ 3.4 million and $ 3.0 million, and finance leases, net of $ 3.0 million and $ 6.4 million, maintenance right assets of $ 16.3 million and $ 6.8 million, prepaid expenses of $ 7.8 million an d $ 1.9 million as of December 31, 2023 and 2022, respectively. Dividends — Dividends are recorded if and when declared by the Board of Directors. The Board of Directors declared cash dividends of $ 1.20 , $ 1.26 and $ 1.32 per ordinary share during each of the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, the Board of Directors declared cash dividends on the Series A Preferred Shares of $ 2.06 , $ 2.06 and $ 2.06 per share for the years ended December 31, 2023, 2022, and 2021, respectively, the Series B Preferred Shares of $ 2.00 , $ 2.00 and $ 2.00 per share for the years ended December 31, 2023, 2022 and 2021, respectively, the Series C Preferred Shares of $ 2.06 , $ 2.06 , $ 1.49 per share for the year ended December 31, 2023, 2022 and 2021, respectively, and the Series D Preferred Shares of $ 1.78 per share for the year ended December 31, 2023. 63 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Recent Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . This ASU modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. This standard is effective retrospectively for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . This ASU enhances the transparency and decision usefulness of income tax disclosures by expanding the disclosures of an entity’s income tax rate reconciliation and disaggregation of income taxes paid and income tax expense. Under the new guidance, public business entities must annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate. This standard is effective prospectively for all public entities for annual periods beginning after December 15, 2024, with early adoption and retrospective application permitted. We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures. 3. DISCONTINUED OPERATIONS FTAI Infrastructure Inc. (“FTAI Infrastructure”) Spin-Off On April 28, 2022, the Board of Directors of the Company unanimously approved the previously announced spin-off of the Company’s infrastructure business held by FTAI Infrastructure (a wholly owned subsidiary of the Company). The spin-off was effected as a distribution of all of the shares owned by the Company of common stock of FTAI Infrastructure to the holders of the Company’s ordinary shares as of July 21, 2022. The distribution was completed on August 1, 2022. Under ASC 205-20, Presentation of Financial Statements – Discontinued Operations , the spin-off met the criteria to be reported as a discontinued operation. Therefore, FTAI Infrastructure is presented as a discontinued operation within the Company’s financial statements for all periods prior to August 1, 2022. FTAI Infrastructure is a corporation for U.S. federal income tax purposes and holds, among other things, the Company’s previously held interests in the (i) Jefferson Terminal business, (ii) Repauno business, (iii) Long Ridge investment, and (iv) Transtar business. FTAI Infrastructure retained all related project-level debt of those businesses. In connection with the spin-off, FTAI Infrastructure paid a dividend of $ 730.3 million to the Company. The Company used these proceeds to repay all outstanding borrowings under its 2021 bridge loans, $ 200.0 million of its 6.50 % senior unsecured notes due 2025, and approximately $ 175.0 million of the outstanding borrowings under its revolving credit facility. FTAI retained the aviation business and certain other assets, and FTAI’s remaining outstanding corporate indebtedness. In connection with the spin-off, the Company and the Manager assigned the Company’s then-existing management agreement to FTAI Infrastructure, and FTAI Infrastructure and the Manager executed an amended and restated agreement. The Company and certain of its subsidiaries executed a new management agreement with the Manager. The new management agreement has an initial term of six years . The Manager is entitled to a management fee and reimbursement of certain expenses on substantially similar terms as the previous arrangements with the Manager, which were assigned to FTAI Infrastructure. Prior to the Merger described below, our Manager remained entitled to incentive allocations (comprised of income incentive allocation and capital gains incentive allocation) on the same terms as they existed prior to spin-off. Following the Merger, the Company entered into a Services and Profit Sharing Agreement (the “Services and Profit Sharing Agreement”), with a subsidiary of the Company and Fortress Worldwide Transportation and Infrastructure Master GP LLC (“Master GP”), pursuant to which Master GP is entitled to incentive payments on substantially similar terms as the previous arrangements. Critical Accounting Policies Revenue Recognition Revenues of discontinued operations consist of the following revenue streams: Terminal Services Revenues —Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues —Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching 64 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income —Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Other Revenue —Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis. Additionally, other revenue consists of revenue related to derivative trading activities and also includes revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. Variable Interest Entity The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. During 2021, we held an approximately 98 % economic interest, and a 100 % voting interest in Delaware River Partners LLC (“DRP”). DRP was solely reliant on us to finance its activities and therefore was a VIE. We concluded that we were the primary beneficiary. Goodwill Goodwill included the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal and Transtar. We reviewed the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review was conducted as of October 1st of each year. Additionally, we reviewed the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. A goodwill impairment assessment compares the fair value of the respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds its fair value. We estimated the fair value of the Jefferson and Transtar reporting units using an income approach, specifically a discounted cash flow analysis. The analysis required us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures, the timing of future cash flows, and discount rates. The estimates and assumptions were used to consider historical performance if indicative of future performance and were consistent with the assumptions used in determining future profit plans for the reporting units. There were no impairments of goodwill for the year ended December 31, 2022. 65 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Intangibles and amortization Intangibles included the value of existing customer relationships acquired in connection with the acquisition of Jefferson Terminal and Transtar. Customer relationship intangible assets were amortized on a straight-line basis over their useful lives as the pattern in which the asset’s economic benefits are consumed cannot reliably be determined. Customer relationship intangible assets have useful lives ranging from 5 to 15 years, no estimated residual value, and amortization was recorded as a component of Depreciation and amortization in the Consolidated Statements of Operations. Financial Information of Discontinued Operations The following table presents the significant components of net loss from discontinued operations: Year Ended December 31, 2022 2021 Revenues Total revenues $ 140,009 $ 120,219 Expenses Cost of sales 12,732 — Operating expense 92,478 98,541 General and administrative expenses 2,694 3,961 Acquisition and transaction expenses 13,971 4,030 Management fees and incentive allocation to affiliate 8,134 15,638 Depreciation and amortization 40,319 54,016 Interest expense 15,105 16,019 Total expenses 185,433 192,205 Equity in losses of unconsolidated entities ( 46,600 ) ( 11,331 ) Gain on sale of assets, net 258 16 Other (expense) income ( 1,423 ) ( 8,727 ) Total other expense ( 47,765 ) ( 20,042 ) Loss before income taxes ( 93,189 ) ( 92,028 ) Provision for (benefit from) income taxes 8,227 ( 4,183 ) Net loss from discontinued operations, net of income taxes ( 101,416 ) ( 87,845 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 18,817 ) ( 26,472 ) Net loss attributable to shareholders $ ( 82,599 ) $ ( 61,373 ) The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021. The following table summarizes depreciation and amortization, capital expenditures, and other significant operating and investing noncash items of discontinued operations for each period presented: 66 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Year Ended December 31, 2022 2021 Operating activities: Equity in losses of unconsolidated entities $ 46,601 $ 11,331 Depreciation and amortization 40,319 54,016 Equity-based compensation 2,623 4,038 Investing activities: Acquisition of property, plant and equipment $ ( 129,920 ) $ ( 140,896 ) Acquisition of business, net of cash acquired ( 3,819 ) ( 627,090 ) Investment in unconsolidated entities ( 7,954 ) 53,055 Proceeds from sale of property, plant and equipment 5,289 4,494 Non-cash change in equity method investment ( 182,963 ) ( 129,907 ) Conversion of interests in unconsolidated entities ( 21,302 ) — The Company accounted for Long Ridge Terminal LLC, included in discontinued operations for the years ended December 31, 2022 and 2021 included above, using the equity method of accounting. Summarized financial data for Long Ridge Terminal LLC are shown in the following table. Income Statement 2022 2021 Total revenues $ 15,199 $ 85,638 Expenses Operating expenses 36,693 28,310 Depreciation and amortization 29,381 24,836 Interest expense 30,622 11,005 Total expenses 96,696 64,151 Total other expense ( 234 ) ( 44,302 ) Net loss $ ( 81,731 ) $ ( 22,815 ) 4. ACQUISITION OF QUICKTURN On December 1, 2023, we completed the acquisition of the remaining equity interest of Quick Turn Engine Center LLC (“QuickTurn”) from Unical Aviation Inc. (“Unical”) for total cash consideratio n of $ 30.3 million to obtain full ownership with a 100 % equity interest. The cash consideration included an additional $ 2.5 million in other assets acquired. We acquired QuickTurn to better position the Company to have tighter integration over the development and delivery of aerospace products. QuickTurn is a hospital maintenance and testing facility dedicated to the CFM56 engine located in Miami, Florida that operates within our Aerospace Products segment. The results of operations at QuickTurn have been included in the Consolidated Statements of Operations beginning on the acquisition date. In connection with the acquisition, we recorded $ 0.2 million of acquisition and transaction expense during the year ended December 31, 2023. In accordance with ASC 805, the following fair values were assigned to assets acquired and liabilities assumed based on management’s estimates and assumptions and are preliminary. The significant assumptions used to estimate the fair value of the property, plant, and equipment included replacement cost estimates and market data for similar assets where available. The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses. The final valuation and related allocation of the purchase price is subject to change as additional information is received and will be completed no later than 12 months after the closing date. The final acquisition accounting adjustments may be materially different and may include (i) changes in fair values of Property, plant and equipment and associated salvage values; (ii) changes in fair values of Inventory; (iii) changes in allocations to Intangible assets, as well as goodwill; and, (iv) other changes to assets and liabilities, including working capital accounts. 67 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table summarizes the preliminary allocation of the Net assets acquired as presented in our Consolidated Balance Sheets: December 1, 2023 Fair value of assets acquired: Cash and cash equivalents $ 518 Restricted cash 150 Accounts receivable, net 5,133 Property, plant, and equipment, net 30,559 Intangible assets 2,377 Inventory, net 9,332 Other assets 4,301 Total assets 52,370 Fair value of liabilities assumed: Accounts payable and accrued liabilities 3,994 Other liabilities 2,410 Total liabilities 6,404 Goodwill (1) 4,630 Net assets acquired $ 50,596 ________________________________________________________ (1) Goodwill is primarily attributable to the assembled workforce of QuickTurn and the synergies expected to be achieved. This goodwill is assigned to the Aerospace Products segment and is deductible for income tax purposes. The following table presents the identifiable intangible assets and their estimated useful lives: Estimated useful life in years Estimated Fair value Above market leases 4 $ 470 Customer relationships 5 $ 1,907 Total $ 2,377 The following table presents the property, plant and equipment and their estimated useful lives: Estimated useful life in years Estimated Fair value Land N/A $ 2,840 Buildings and improvements 49 13,790 Machinery and equipment 6 - 23 13,631 Other 5 - 7 298 Total $ 30,559 68 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The unaudited financial information in the table below summarizes the combined results of operations of FTAI and QuickTurn on a pro forma basis. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following: • The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired; • Associated tax-related impacts of adjustments. The following unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2022. Year Ended December 31, 2023 2022 Total revenue $ 1,195,899 $ 735,379 Net income (loss) attributable to shareholders $ 206,341 $ ( 236,786 ) 5. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: December 31, 2023 2022 Leasing equipment $ 2,574,394 $ 2,413,230 Less: Accumulated depreciation ( 541,981 ) ( 499,677 ) Leasing equipment, net $ 2,032,413 $ 1,913,553 Economic sanctions and export controls against Russia and Russia’s aviation industry were imposed due to its invasion of Ukraine during the three months ended March 31, 2022. As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines. We determined that it is unlikely that we will regain possession of the aircrafts and engines that had not yet been recovered from Ukraine and Russia. As a result, we recognized an impairment charge totaling $ 120.0 million, net of maintenance deposits, to write-off the entire carrying value of leasing equipment assets that we did not expect to recover from Ukraine and Russia. As of December 31, 2023 , eight aircraft and seventeen engin es were still located in Russia. Additionally, we identified certain assets in our leasing equipment portfolio with indicators of impairment. As a result, w e adjusted the carrying value of these assets to fair value and recognized transactional impairment charges of $ 2.1 million , net of redelivery compensation during the year ended December 31, 2023. Depreciation expense for leasing equipment is summarized as follows: Year Ended December 31, 2023 2022 2021 Depreciation expense for leasing equipment $ 168,901 $ 152,378 $ 147,444 6. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage December 31, 2023 December 31, 2022 Advanced Engine Repair JV Equity method 25 % $ 21,040 $ 20,207 Falcon MSN 177 LLC Equity method 50 % 1,682 1,830 Quick Turn Engine Center LLC Equity method 50 %* — — $ 22,722 $ 22,037 ________________________________________________ * 45 % pro rata distribution of income until return of JV partner's initial investment 69 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) We did not recognize any other-than-temporary impairments for the year ended December 31, 2023. The following table presents our proportionate share of equity in income (losses): Year Ended December 31, 2023 2022 2021 Advanced Engine Repair JV $ 833 $ ( 1,110 ) $ ( 1,403 ) Falcon MSN 177 LLC ( 148 ) 741 — Quick Turn Engine Center LLC ( 2,291 ) — — Total $ ( 1,606 ) $ ( 369 ) $ ( 1,403 ) Equity Method Investments Advanced Engine Repair JV In December 2016, we invested $ 15 million for a 25 % interest in an advanced engine repair joint venture. We focus on developing new cost savings programs for engine repairs. We exercise significant influence over this investment and account for this investment as an equity method investment. In August 2019, we expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest. Falcon MSN 177 LLC In November 2021, we invested $ 1.6 million for a 50 % interest in Falcon MSN 177 LLC, an entity that consists of one Dassault Falcon 2000 aircraft. Falcon MSN 177 LLC leases the aircraft to charter operators on aircraft, crew, maintenance and insurance contracts. We account for our investment in Falcon as an equity method investment as we have significant influence through our interest. Quick Turn Engine Center LLC On January 4, 2023, we invested $ 19.5 million for a 50 % interest ( 45 % pro rata distribution of income until return of the JV partner’s initial investment) in Quick Turn Engine Center LLC or “QuickTurn” (previously iAero Thrust LLC), a hospital maintenance and testing facility dedicated to the CFM56 engine. We account for our investment in QuickTurn as an equity method investment as we have significant influence through our interest. On December 1, 2023, we purchased the remaining interest in QuickTurn from the joint venture partner for total cash consideration of $ 30.3 million to obtain full ownership with a 100 % equity interest. The cash consideration included an additional $ 2.5 million in other assets acquired. On the acquisition date, the Company accounted for QuickTurn on a consolidated basis and derecognized it as an equity method investment. The Company remeasured its previously held equity method investment as of the acquisition date to a fair value of $ 17.2 million, determined using the implied fair value from the transaction price, and recorded a gain of $ 5.3 million. The gain is included in Other income in the Consolidated Statements of Operations. The result s of operations at QuickTurn have been included in the Consolidated Statements of Operations beginning on December 1, 2023. See Notes 4 for additional information. 70 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 7. INTANGIBLE ASSETS AND LIABILITIES, NET Our intangible assets and liabilities, net are summarized as follows: December 31, 2023 December 31, 2022 Intangible assets Acquired favorable lease intangibles $ 68,041 $ 64,202 Less: Accumulated amortization ( 19,347 ) ( 22,247 ) Acquired favorable lease intangibles, net 48,694 41,955 Acquired customer relationships 1,907 — Less: Accumulated amortization ( 11 ) — Acquired customer relationships, net 1,896 — Total intangible assets, net $ 50,590 $ 41,955 Intangible liabilities Acquired unfavorable lease intangibles $ 3,151 $ 13,152 Less: Accumulated amortization ( 1,389 ) ( 2,607 ) Acquired unfavorable lease intangibles, net $ 1,762 $ 10,545 Intangible assets and liabilities are held within the Aviation Leasing and Aerospace Products segments. Intangible liabilities relate to unfavorable lease intangibles and are included as a component of Other liabilities in the Consolidated Balance Sheets. Amortization of intangible assets and liabilities is recorded as follows: Classification in Consolidated Statements of Operations Year Ended December 31, 2023 2022 2021 Lease intangibles Lease income $ 15,126 $ 13,913 $ 4,993 Customer relationships: Depreciation and amortization 11 — — Total $ 15,137 $ 13,913 $ 4,993 As of December 31, 2023, estimated net annual amortization of intangibles is as follows: 2024 $ 16,012 2025 12,815 2026 9,012 2027 4,025 2028 3,434 Thereafter 3,530 Total $ 48,828 71 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 8. DEBT, NET Our debt, net is summarized as follows: December 31, 2023 December 31, 2022 Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings Loans payable Revolving Credit Facility (1) — (i) Base Rate + 1.75 %; or (ii) Adjusted Term SOFR Rate + 2.75 % 9/20/25 150,000 Total loans payable — 150,000 Bonds payable Senior Notes due 2025 (2) 652,043 6.50 % 10/1/25 653,036 Senior Notes due 2027 400,000 9.75 % 8/1/27 400,000 Senior Notes due 2028 (3) 1,001,746 5.50 % 5/1/28 1,002,091 Senior Notes due 2030 (4) 496,704 7.88 % 12/1/30 — Total bonds payable 2,550,493 2,055,127 Debt 2,550,493 2,205,127 Less: Debt issuance costs ( 33,150 ) ( 29,400 ) Total debt, net $ 2,517,343 $ 2,175,727 Total debt due within one year $ — $ — ______________________________________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 0.50 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (2) Includes unamortized discount of $ 866 and $ 1,318 at December 31, 2023 and 2022, respectively, and an unamortized premium of $ 2,908 and $ 4,354 at December 31, 2023 and 2022, respectively. (3) Includes an unamortized premium of $ 1,746 and $ 2,091 at December 31, 2023 and 2022, respectively. (4) Includes unamortized disco unt of $ 3,296 at December 31, 2023 On November 21, 2023, w e issued $ 500.0 million aggregate principal amount of senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes bear interest at a rate of 7.88 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2024. We used a portion of the proceeds to repay $ 250 million of outstanding borrowings under the Revolving Credit Facility, for general corporate purposes, and the funding of future acquisitions and investments. On September 20, 2022, the Company amended and restated its Revolving Credit Facility which provides for revolving loans to be made available to the Company in an aggregate principal amount of up to $ 225.0 million, of which up to $ 25.0 million may be utilized for the issuance of letters of credit. On November 22, 2022, the Company entered into an additional amendment which provides for additional revolving commitments by Citizens Bank, National Association, as an incremental lender in an aggregate principal amount of $ 75.0 million (the “Incremental Commitment”). After giving effect to the Incremental Commitment, the aggregate principal amount of the Commitments available to the Company is $ 300.0 million (the “Revolving Credit Facility”), of which up to $ 25.0 million may be utilized for the issuance of letters of credit. In conjunction with the spin-off of FTAI Infrastructure, the Company repaid all outstanding borrowings under its 2021 bridge loans and $ 200.0 million of its 6.50 % senior unsecured notes due 2025, and approximate ly $ 175.0 million of the outstanding borrowings under its revolving credit facility. The Company recorded a loss on extinguishment of debt of $ 19.9 million during the year ended December 31, 2022 as a result of these pay downs. We were in compliance with all debt covenants as of December 31, 2023. 72 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) As of December 31, 2023, scheduled principal repayments under our debt agreements for the next five years and thereafter are summarized as follows: 2024 2025 2026 2027 2028 Thereafter Total Revolving Credit Facility — — — — — — — Senior Notes due 2025 — 650,000 — — — — 650,000 Senior Notes due 2027 — — — 400,000 — — 400,000 Senior Notes due 2028 — — — — 1,000,000 — 1,000,000 Senior Notes due 2030 — — — — — 500,000 500,000 Total principal payments on loans and bonds payable $ — $ 650,000 $ — $ 400,000 $ 1,000,000 $ 500,000 $ 2,550,000 9. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy. Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, loans payable, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles. 73 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The fair values of our bonds payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below and classified as Level 2 within the fair value hierarchy: December 31, 2023 December 31, 2022 Senior Notes due 2025 649,383 613,152 Senior Notes due 2027 416,432 402,032 Senior Notes due 2028 963,630 853,490 Senior Notes due 2030 521,440 — The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy. The Company has contingent obligations under ASC 460, Guarantees , in connection with certain sales of aircraft on lease, which are measured at fair value. The guarantees are valued a t $ 6.8 million and $ 3.8 million as of December 31, 2023 and December 31, 2022, respectively, and are reflected as a component of Other liabilities on the Consolidated Balance Sheets. The fair values of the guarantees are determined based on the estimated condition of the e ngines at the end of each lease term and the estimated cost of replacement and applicable discount rates and are classified as Level 3. During the year ended December 31, 2023, the Company recorded a $ 4.8 million increase in guarantees related to the sale of seven a ircraft and a $ 1.8 million de crease related to the change in fair value, which is recorded as Asset sales revenue in the Consolidated Statements of Operations. We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the leasing and eventual sale of assets. 10. EQUITY-BASED COMPENSATION In 2015, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the Board of Directors. As of December 31, 2023, the Incentive Plan provides for the issuance of up to 29.8 million shares. We account for equity-based compensation expense in accordance with ASC 718 Compensation-Stock Compensation and is reported within operating expenses and general and administrative in the Consolidated Statements of Operations. Restricted Shares During the first quarter of 2023, we issued restricted shares of the Company to select employees of FTAI Aviation LLC (a wholly owned subsidiary of the Company) that had a grant date fair value of $ 8.8 million and vest over 4.3 years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods, with 50 % of the units vesting on June 30, 2026 and the remaining units vesting on June 30, 2027. The fair value of these awards were calculated based on the closing price of FTAI Aviation Ltd.’s ordinary shares on grant date of March 13, 2023. The Consolidated Statements of Operations includes the following expense related to our stock-based compensation arrangements: December 31, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met 2023 2022 2021 Restricted Shares $ 1,638 $ — $ — $ 7,133 The following tables present information for our stock options and restricted shares: 74 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Stock Options Restricted shares Options Weighted Average Exercise Price Shares Weighted Average Issuance Price Outstanding as of December 31, 2022 1,735,316 $ 22.67 — — Granted 248,947 26.11 365,000 24.03 Less: exercised / vested 1,368,086 22.80 — — Less: forfeited and canceled — — — — Outstanding as of December 31, 2023 616,177 365,000 Stock Options Restricted Shares As of December 31, 2023: Weighted average exercise / issuance price (per share) $ 23.78 $ 24.03 Aggregate intrinsic value (in thousands) $ 13,939 $ 8,771 Weighted average remaining contractual term (in years) 8.1 3.5 During the year ended December 31, 2023, the Manager did not transfer any options to employees. Stock Options In connection with our equity offerings (see Note 14 for details), we granted options to the Manager related to ordinary shares. The fair value of these options were recorded as an increase in equity with an offsetting reduction of capital proceeds received. The following table presents information related to the options granted related to our shares: Year Ended December 31, 2023 2022 2021 Number of options 248,947 — 1,684,318 Fair value ($ millions) $ 2.1 $ — $ 13.8 Ranges Expected volatility The expected share volatility is based on an assessment of the volatility of our publicly traded ordinary shares 37.88 % - 37.88 % — % - — % 44.78 % - 45.60 % Risk free interest rate The risk-free rate is determined using the implied yield currently available on U.S. government bonds with a term consistent with the expected term on the date of grant. 3.47 % - 3.47 % — % - — % 1.34 % - 1.70 % Expected dividend yield The expected dividend yield is based on management’s current expected dividend rate. 6.26 % - 6.26 % — % - — % 3.16 % - 3.64 % Expected term Expected term used represents the period of time the options granted are expected to be outstanding. 10 years 0 years 10 years 75 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 11. INCOME TAXES The current and deferred components of the income tax (benefit) provision included in the Consolidated Statements of Operations are as follows: Year Ended December 31, 2023 2022 2021 Current: Cayman Islands $ — $ — $ — Bermuda — — — United States: Federal 935 522 1,850 State and local 1,176 1,687 760 Other Non-U.S. 1,715 443 ( 11 ) Total current provision 3,826 2,652 2,599 Deferred: Cayman Islands — — — Bermuda ( 72,185 ) — — United States: Federal 3,943 1,305 126 State and local ( 2 ) 242 122 Other Non-U.S. 4,618 1,101 279 Total deferred (benefit) provision ( 63,626 ) 2,648 527 Provision for (benefit from) income taxes: Continuing operations ( 59,800 ) 5,300 3,126 Discontinued operations — 8,227 ( 4,183 ) Total $ ( 59,800 ) $ 13,527 $ ( 1,057 ) The Company is an exempted entity domiciled in the Cayman Islands where income taxes are not imposed. The Company is considered a Passive Foreign Investment Company for U.S. income tax purposes and certain income taxes are imposed on our owners. Taxable income or loss generated by our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. Historically, the Company’s Bermuda operations have not been subject to Bermuda income tax. However, on December 27, 2023, the Government of Bermuda enac ted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. As a result of the Bermuda CIT, the exemption of certain of the Company’s Bermuda subsidiaries from Bermuda corporate income taxes will cease in 2025. With the enactment of the Bermuda CIT in 2023, the Company underwent an analysis to determine the tax impacts to its consolidated financial statements for the year ended December 31, 2023. We have recorded a deferred tax asset of $ 72.2 million in connection with the law change, which was recorded as a benefit from income taxes. The difference between our reported total provision for income taxes and the Cayman Islands st atutory rate of 0% is as f ollows: 76 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Year Ended December 31, 2023 2022 2021 Income subject to tax in the United States 3.3 % ( 6.9 ) % ( 7.2 ) % Foreign taxes ( 30.9 ) % 13.5 % ( 8.7 ) % Change in valuation allowance ( 4.9 ) % ( 11.6 ) % 8.0 % Provision for income taxes ( 32.5 ) % ( 5.0 ) % ( 7.9 ) % Significant components of our deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 38,911 $ 43,116 Interest expense 1,861 2,754 Investment in Partnerships 963 963 Inventory 16,985 — Customer Relationship Intangibles 28,500 — Other — 272 Total deferred tax assets 87,220 47,105 Less valuation allowance ( 18,599 ) ( 27,565 ) Net deferred tax assets 68,621 19,540 Deferred tax liabilities: Fixed assets and goodwill ( 8,186 ) ( 22,794 ) Other ( 63 ) Net deferred tax assets (liabilities) $ 60,372 $ ( 3,254 ) Deferred tax assets and liabilities are reported net in Other assets or Other liabilities in the Consolidated Balance Sheets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We have analyzed our deferred tax assets and have determined, based on the weight of available evidence, that it is more likely than not that a significant portion will not be realized. Accordingly, valuation allowances have been recognized as of December 31, 2023, 2022 and 2021 of $ 18.6 million, $ 27.6 million and $ 9.1 million, res pectively, related to certain deductible temporary differences and net operating loss carryforwards. A summary of the changes in the valuation allowance is as follows: December 31, 2023 2022 2021 Valuation allowance at beginning of period $ 27,565 $ 9,142 $ 6,794 Change due to current year losses 855 22,094 2,356 Change due to current year releases ( 9,821 ) ( 3,671 ) ( 8 ) Valuation allowance at end of period $ 18,599 $ 27,565 $ 9,142 77 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) As of December 31, 2023, certain of our corporate subsidiaries had U.S. federal net operating loss carryforwards of approximately $ 22.8 million which can be carried forward indefinitely against future business income. As of December 31, 2023, we also had net operating loss carryforwards for Irish income tax purp oses of $ 266.4 million, w hich can be carried forward indefinitely against future business income, $ 1.6 million of net operating loss carryforwards for Malaysian income tax purposes, which will begin to expire in the year 2030, and $ 2.1 million of net operating loss carryforward for Singaporean income tax purpose, which can be carried forward indefinitely against the future business income. The utilization of the net operating loss carryforwards to reduce future income taxes will depend on the relevant corporate subsidiary's ability to generate sufficient taxable income prior to the expiration of the carryforward period, if any. In addition, the maximum annual use of net operating loss carryforwards may be limited after certain changes in share ownership. As of and for the period ended December 31, 2023, we had not established a liability for uncertain tax positions as no such positions existed. In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S. federal, state, local and f oreign income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to 2019. We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date. 12. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS In connection with the spin-off of FTAI Infrastructure on August 1, 2022, we assigned our then-existing management and advisory agreement, dated as of May 20, 2015, with our Manager to FTAI Infrastructure. On July 31, 2022, we entered into a new management and advisory agreement (the “Management Agreement”), by and among FTAI, FTAI Finance Holdco Ltd. (a wholly owned subsidiary of the Company), and each of the subsidiaries that are party thereto and the Manager, with substantially similar terms and conditions as the existing management and advisory agreement. The Manager is paid annual fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. Additionally, we have entered into certain incentive allocation arrangements with Master GP, which owns approximately 0.01 % of FTAI Aviation Holdco Ltd. The Manager is entitled to a management fee and reimbursement of certain expenses. The management fee is determined by taking the average value of total equity (excluding non-controlling interests) determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash. Master GP is entitled to incentive allocations (comprised of income incentive allocation and capital gains incentive allocation, defined below). The income incentive allocation is calculated and distributable quarterly in arrears based on the pre-incentive allocation net income for the immediately preceding calendar quarter (the “Income Incentive Allocation”). For this purpose, pre-incentive allocation net income means, with respect to a calendar quarter, net income attributable to shareholders during such quarter calculated in accordance with U.S. GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by our independent directors. Pre-incentive allocation net income does not include any Income Incentive Allocation or Capital Gains Incentive Allocation (described below) paid to Master GP during the relevant quarter. One of our subsidiaries allocates and distributes to Master GP an Income Incentive Allocation with respect to its pre-incentive allocation net income in each calendar quarter as follows: (1) no Income Incentive Allocation in any calendar quarter in which pre-incentive allocation net income, expressed as a rate of return on the average value of our net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive allocation net income with respect to that portion of such pre-incentive allocation net income, if any, that is equal to or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of the amount of pre-incentive allocation net income, if any, that exceeds 2.2223 % for such quarter. These calculations will be prorated for any period of less than three months. Capital Gains Incentive Allocation is calculated and distributable in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the IPO through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Allocation payments were made to Master GP. 78 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation from continuing operations: Year Ended December 31, 2023 2022 2021 Management fees $ 921 $ 73 $ 684 Income incentive allocation 17,116 3,489 — Capital gains incentive allocation — — — Total $ 18,037 $ 3,562 $ 684 We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by us include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of our assets, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to our shareholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our transfer agent. We will pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we will not reimburse the Manager for these expenses. The following table summarizes our reimbursements to the Manager from continuing operations: Year Ended December 31, 2023 2022 2021 Classification in the Consolidated Statements of Operations: General and administrative expenses $ 7,137 $ 6,891 $ 4,915 Acquisition and transaction expenses 678 1,144 2,153 Total $ 7,815 $ 8,035 $ 7,068 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding the date of the termination. In addition, an Incentive Allocation Fair Value Amount will be distributable to Master GP if Master GP is removed due to the termination of the Management Agreement in certain specified circumstances. The Incentive Allocation Fair Value Amount is an amount equal to the Income Incentive Allocation and the Capital Gains Incentive Allocation that would be paid to Master GP if our assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our ordinary shares or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase ordinary shares in an amount equal to 10 % of the number of ordinary shares being sold in the offering (or if the issuance relates to equity securities other than our ordinary shares, options to purchase a number of ordinary shares equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of a ordinary share as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a ordinary share as of the date of the equity issuance if it relates to equity securities other than our ordinary shares). Any ultimate purchaser of ordinary shares for which such options are granted may be an affiliate of the Manager. 79 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table summarizes amounts due to the Manager, which are included within accounts payable and accrued liabilities in the Consolidated Balance Sheets: December 31, 2023 2022 Accrued management fees $ 224 $ 53 Other payables 6,200 4,688 Other Affiliate Transactions During the year ended December 31, 2023, in connection with our equity offerings (as defined in Note 10 for details), we granted options to the Manager. 13. SEGMENT INFORMATION The key factors used to identify the reportable segments are the organization and alignment of our internal operations and the nature of our products and services. Our two reportable segments are (i) Aviation Leasing and (ii) Aerospace Products. The Aviation Leasing segment owns and manages aviation assets, including aircraft and aircraft engines, which it leases and sells to customers. The Aerospace Products segment develops and manufactures through a joint venture, and repairs and sells, through our maintenance facility and exclusivity arrangements, aftermarket components for aircraft engines. During the fourth quarter of 2023, the Company changed the composition of its operating segments to include V2500 engines within the Aerospace Products segment. Prior periods have been restated to reflect the change in accordance with the requirements of ASC 280, Segment Reporting . See Note 2 for additional information. Corporate and Other primarily consists of debt, unallocated corporate general and administrative expenses, shared services costs, and management fees. Additionally, Corporate and Other also includes offshore energy related assets, which consist of vessels and equipment that support offshore oil and gas activities and production which are typically subject to operating leases. The accounting policies of the segments are the same as those described in the summary of significant accounting policies; however, financial information presented by segment includes the impact of intercompany eliminations. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. The CODM evaluates performance for each reportable segment primarily based on Adjusted EBITDA. Historically, the CODM’s assessment of segment performance included asset information. The CODM determined that segment asset information is not a key factor in measuring performance or allocating resources. Therefore, segment asset information is not included in the tables below as it is not provided to or reviewed by our CODM. Adjusted EBITDA is defined as net income (loss) attributable to shareholders from continuing operations, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, dividends on preferred shares and interest expense, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA. We believe that net income (loss) attributable to shareholders from continuing operations, as defined by U.S. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to shareholders as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment: 80 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following tables set forth certain information for each reportable segment: I. For the Year Ended December 31, 2023 Year Ended December 31, 2023 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Lease income $ 179,704 $ — $ 28,232 $ 207,936 Maintenance revenue 191,347 — — 191,347 Asset sales revenue 303,141 — — 303,141 Aerospace products revenue — 454,970 — 454,970 Other revenue 7,419 — 6,083 13,502 Total revenues 681,611 454,970 34,315 1,170,896 Expenses Cost of sales 221,852 280,280 — 502,132 Operating expenses 37,876 20,459 51,828 110,163 General and administrative — — 13,700 13,700 Acquisition and transaction expenses 7,150 1,722 6,322 15,194 Management fees and incentive allocation to affiliate — — 18,037 18,037 Depreciation and amortization 158,354 661 10,862 169,877 Asset impairment 2,121 — — 2,121 Interest expense — — 161,639 161,639 Total expenses 427,353 303,122 262,388 992,863 Other income (expense) Equity in losses of unconsolidated entities ( 148 ) ( 1,458 ) — ( 1,606 ) Other income 1,300 5,347 943 7,590 Total other income 1,152 3,889 943 5,984 Income (loss) from continuing operations before income taxes 255,410 155,737 ( 227,130 ) 184,017 (Benefit from) provision for income taxes ( 36,193 ) ( 24,440 ) 833 ( 59,800 ) Net income (loss) from continuing operations 291,603 180,177 ( 227,963 ) 243,817 Less: Net loss from continuing operations attributable to non-controlling interests in consolidated subsidiaries — — — — Less: Dividends on preferred shares — — 31,795 31,795 Net income (loss) attributable to shareholders from continuing operations $ 291,603 $ 180,177 $ ( 259,758 ) $ 212,022 81 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations: Year Ended December 31, 2023 Aviation Leasing Aerospace Products Corporate and Other Total Adjusted EBITDA $ 467,388 $ 160,009 $ ( 30,115 ) $ 597,282 Add: Non-controlling share of Adjusted EBITDA — Add: Equity in losses of unconsolidated entities ( 1,606 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 310 ) Less: Interest expense and dividends on preferred shares ( 193,434 ) Less: Depreciation and amortization expense ( 213,641 ) Less: Incentive allocations ( 17,116 ) Less: Asset impairment charges ( 2,121 ) Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 15,194 ) Less: Equity-based compensation expense ( 1,638 ) Less: Benefit from income taxes 59,800 Net income attributable to shareholders from continuing operations $ 212,022 Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Year Ended December 31, 2023 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Africa $ 822 $ 875 $ — $ 1,697 Asia 101,305 18,364 34,315 153,984 Europe 244,055 120,439 — 364,494 North America 285,421 301,633 — 587,054 South America 50,008 13,659 — 63,667 Total revenues $ 681,611 $ 454,970 $ 34,315 $ 1,170,896 Presented below are the contracted minimum future annual revenues to be received under existing operating leases as of December 31, 2023: December 31, 2023 2024 $ 193,614 2025 142,060 2026 103,198 2027 73,745 2028 66,142 Thereafter 48,109 Total $ 626,868 82 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) II. For the Year Ended December 31, 2022 Year Ended December 31, 2022 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Lease income $ 159,068 $ — $ 20,246 179,314 Maintenance revenue 148,846 — — 148,846 Asset sales revenue 183,535 — — 183,535 Aerospace products revenue — 178,515 — 178,515 Other revenue 11,499 — 6,702 18,201 Total revenues 502,948 178,515 26,948 708,411 Expenses Cost of sales 138,904 109,481 — 248,385 Operating expenses 81,232 11,967 39,065 132,264 General and administrative — — 14,164 14,164 Acquisition and transaction expenses 1,923 243 11,041 13,207 Management fees and incentive allocation to affiliate — — 3,562 3,562 Depreciation and amortization 144,258 258 8,401 152,917 Asset impairment 137,219 — — 137,219 Interest expense — — 169,194 169,194 Total expenses 503,536 121,949 245,427 870,912 Other income (expense) Equity in earnings (losses) of unconsolidated entities 740 ( 1,109 ) — ( 369 ) Gain on sale of assets, net 59,048 18,163 — 77,211 Loss on extinguishment of debt — — ( 19,859 ) ( 19,859 ) Other income (expense) 246 — ( 39 ) 207 Total other income (expense) 60,034 17,054 ( 19,898 ) 57,190 Income (loss) from continuing operations before income taxes 59,446 73,620 ( 238,377 ) ( 105,311 ) Provision for (benefit from) income taxes 2,502 2,961 ( 163 ) 5,300 Net income (loss) from continuing operations 56,944 70,659 ( 238,214 ) ( 110,611 ) Less: Net loss from continuing operations attributable to non-controlling interests in consolidated subsidiaries — — — — Less: Dividends on preferred shares — — 27,164 27,164 Net income (loss) attributable to shareholders from continuing operations $ 56,944 $ 70,659 $ ( 265,378 ) $ ( 137,775 ) 83 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations: Year Ended December 31, 2022 Aviation Leasing Aerospace Products Corporate and Other Total Adjusted EBITDA $ 380,145 $ 74,345 $ ( 26,393 ) $ 428,097 Add: Non-controlling share of Adjusted EBITDA — Add: Equity in losses of unconsolidated entities ( 369 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 40 ) Less: Interest expense and dividends on preferred shares ( 196,358 ) Less: Depreciation and amortization expense ( 190,031 ) Less: Incentive allocations ( 3,489 ) Less: Asset impairment charges ( 137,219 ) Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 19,859 ) Less: Acquisition and transaction expenses ( 13,207 ) Less: Equity-based compensation expense — Less: Provision for income taxes ( 5,300 ) Net loss attributable to shareholders from continuing operations $ ( 137,775 ) Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Year Ended December 31, 2022 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Africa $ 250 $ 1,615 $ — $ 1,865 Asia 84,953 12,731 26,948 124,632 Europe 130,128 37,495 — 167,623 North America 245,549 126,597 — 372,146 South America 42,068 77 — 42,145 Total revenues $ 502,948 $ 178,515 $ 26,948 $ 708,411 84 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) III. For the Year Ended December 31, 2021 Year Ended December 31, 2021 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Lease income $ 163,733 $ — $ 10,131 $ 173,864 Maintenance revenue 128,819 — — $ 128,819 Asset sales revenue — — — $ — Aerospace products revenue — 23,301 — $ 23,301 Other revenue 5,569 — 4,030 $ 9,599 Total revenues 298,121 23,301 14,161 335,583 Expenses Cost of sales — 14,308 — 14,308 Operating expenses 32,757 5,429 21,429 59,615 General and administrative — — 13,448 13,448 Acquisition and transaction expenses 982 — 16,929 17,911 Management fees and incentive allocation to affiliate — — 684 684 Depreciation and amortization 139,678 66 7,996 147,740 Asset impairment 10,463 — — 10,463 Interest expense — — 155,017 155,017 Total expenses 183,880 19,803 215,503 419,186 Other income (expense) Equity in losses of unconsolidated entities — ( 1,403 ) — ( 1,403 ) Gain on sale of assets, net 28,631 20,384 — 49,015 Loss on extinguishment of debt — — ( 3,254 ) ( 3,254 ) Other (expense) income ( 527 ) — 37 ( 490 ) Total other income (expense) 28,104 18,981 ( 3,217 ) 43,868 Income (loss) from continuing operations before income taxes 142,345 22,479 ( 204,559 ) ( 39,735 ) Provision for (benefit from) income taxes 2,073 1,135 ( 82 ) 3,126 Net income (loss) from continuing operations 140,272 21,344 ( 204,477 ) ( 42,861 ) Less: Net loss from continuing operations attributable to non-controlling interests in consolidated subsidiaries — — — — Less: Dividends on preferred shares — — 24,758 24,758 Net income (loss) attributable to shareholders from continuing operations $ 140,272 $ 21,344 $ ( 229,235 ) $ ( 67,619 ) 85 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations: Year Ended December 31, 2021 Aviation Leasing Aerospace Products Corporate and Other Total Adjusted EBITDA $ 321,446 $ 22,745 $ ( 21,363 ) $ 322,828 Add: Non-controlling share of Adjusted EBITDA — Add: Equity in losses of unconsolidated entities ( 1,403 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities 1,203 Less: Interest expense and dividends on preferred shares ( 179,775 ) Less: Depreciation and amortization expense ( 175,718 ) Less: Incentive allocations — Less: Asset impairment charges ( 10,463 ) Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 3,254 ) Less: Acquisition and transaction expenses ( 17,911 ) Less: Equity-based compensation expense — Less: Provision for income taxes ( 3,126 ) Net loss attributable to shareholders from continuing operations $ ( 67,619 ) Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Year Ended December 31, 2021 Aviation Leasing Aerospace Products Corporate and Other Total Revenues Africa $ 235 $ — $ — $ 235 Asia 114,313 — 14,161 128,474 Europe 131,205 2,333 — 133,538 North America 41,228 20,968 — 62,196 South America 11,140 — — 11,140 Total revenues $ 298,121 $ 23,301 $ 14,161 $ 335,583 IV. Location of long-lived assets The following tables sets forth summarized geographic location of property, plant and equipment and leasing equipment, net: December 31, 2023 December 31, 2022 Total Property, plant and equipment and leasing equipment, net Africa $ 18,380 $ 7,952 Asia 478,120 383,378 Europe 934,817 821,840 North America 416,811 424,617 South America 229,460 285,780 Total property, plant and equipment and leasing equipment, net $ 2,077,588 $ 1,923,567 86 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 14. EARNINGS PER SHARE AND EQUITY Basic earnings per ordinary share (“EPS”) is calculated by dividing net income (loss) attributable to shareholders by the weighted average number of ordinary shares outstanding, plus any participating securities. Diluted EPS is calculated by dividing net income attributable to shareholders by the weighted average number of ordinary shares outstanding, plus any participating securities and potentially dilutive securities. Potentially dilutive securities are calculated using the treasury stock method. The calculation of basic and diluted EPS is presented below. Year Ended December 31, (in thousands, except share and per share data) 2023 2022 2021 Net income (loss) from continuing operations $ 243,817 $ ( 110,611 ) $ ( 42,861 ) Net loss from discontinued operations, net of income taxes — ( 101,416 ) ( 87,845 ) Net income (loss) 243,817 ( 212,027 ) ( 130,706 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries: Continuing operations — — — Discontinued operations — ( 18,817 ) ( 26,472 ) Less: Dividends on preferred shares 31,795 27,164 24,758 Net income (loss) attributable to shareholders $ 212,022 $ ( 220,374 ) $ ( 128,992 ) Weighted Average Ordinary Shares Outstanding - Basic (1) 99,908,214 99,421,008 89,922,088 Weighted Average Ordinary Shares Outstanding - Diluted (1) 100,425,777 99,421,008 89,922,088 Earnings (loss) per share: Basic Continuing operations $ 2.12 $ ( 1.39 ) $ ( 0.75 ) Discontinued operations $ — $ ( 0.83 ) $ ( 0.68 ) Diluted Continuing operations $ 2.11 $ ( 1.39 ) $ ( 0.75 ) Discontinued operations $ — $ ( 0.83 ) $ ( 0.68 ) ________________________________________________________ (1) Year ended December 31, 2021 includes participating securities which can be converted into a fixed amount of our shares. The calculation of Diluted EPS excludes 0 , 582,200 and 898,299 shares for the years ended December 31, 2023, 2022 and 2021, respectively, because the impact would be anti-dilutive. During the year ended December 31, 2023, 26,287 ordinary shares were issued to certain directors as compensation. Ordinary Shares In September 2021, 12,000,000 ordinary shares, par value $ 0.01 per share, were issued at a price of $ 25.50 per share for net proceeds of $ 291.7 million after deducting underwriting discounts and offering expenses. In October 2021, the underwriters exercised an option to purchase an additional 1,283,863 ordinary shares, par value $ 0.01 per share, at a price of $ 25.50 per share. See Note 10 for information related to options issued to the Manager in connection with such offering. Preferred Shares In March 2023, in a public offering, we issued 2,600,000 shares of 9.50 % Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (“Series D Preferred Shares”), par value $ 0.01 per share, with a liquidation preference of $ 25.00 per share for net proceeds before expenses of approximate ly $ 63.0 million . In March 2021, in a public offering, 4,200,000 shares of 8.25 % Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”), par value $ 0.01 per share, were issued with a liquidation preference of $ 25.00 per share for net proceeds of approximately $ 101.2 million. See Note 10 for information related to options issued to the Manager in connection with these offerings. 87 FTAI AVIATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 15. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company and its subsidiaries may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Within our offshore energy business, a lessee did not fulfill its obligation under its charter arrangement, therefore we are pursuing rights afforded to us under the charter and the range of potential losses against the obligation is $ 0.0 million to $ 3.3 million. Our maximum exposure under other arrangements is unknown as no additional claims have been made. We believe the risk of loss in connection with such arrangements is remote. The Company has contingent obligations under ASC 460, Guarantees , in connection with certain sales of aircraft on lease. Under the agreements, we provide certain guarantees at the end of the lease term for the condition of the aircraft engines that were sold to the buyer. The guarantees are valued at $ 6.8 million and $ 3.8 million as of December 31, 2023 and 2022, respectively, and are reflected as a component of Other liabilities on the Consolidated Balance Sheets. Given variability in the condition of the engines at the end of the lease terms, which range from 4 to 9 years, the maximum potential amount of undiscounted future payments that could be required under the guarantees at December 31, 2023 was $ 34.7 million, which is not reasonably expected. 16. SUBSEQUENT EVENTS Dividends On February 22, 2024, our Board of Directors declared a cash dividend on our ordinary shares and eligible participating securities of $ 0.30 per share for the quarter ended December 31, 2023, payable on March 20, 2024 to the holders of record on March 8, 2024. Additionally, on February 22, 2024, our Board of Directors declared cash dividends on the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares of $ 0.52 , $ 0.50 , $ 0.52 and $ 0.59 per share, respectively, for the quarter ended December 31, 2023, payable on March 15, 2024 to the holders of record on March 5, 2024. 88 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.