Item 1. Financial Statements
Item 1. Financial Statements
FTAI AVIATION LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)
(Unaudited)
Notes June 30, 2025 December 31, 2024
Assets
Current Assets
Cash and cash equivalents 2 $ 301,911 $ 115,116
Accounts receivable, net (1)
2 239,535 150,823
Inventory, net 2 752,866 551,156
Assets held for sale 121,848 —
Other current assets (2)
343,225 408,923
Total current assets 1,759,385 1,226,018
Leasing equipment, net 4 1,849,116 2,373,730
Property, plant, and equipment, net 2 110,484 107,451
Investments 5 125,713 19,048
Intangible assets, net 6 14,449 42,205
Goodwill 3 75,634 61,070
Other non-current assets 2 166,294 208,430
Total assets $ 4,101,075 $ 4,037,952
Liabilities
Current Liabilities
Accounts payable $ 83,391 $ 69,119
Accrued liabilities 131,166 96,910
Current maintenance deposits 44,647 62,552
Current security deposits 17,231 18,100
Liabilities held for sale 30,883 —
Other current liabilities 43,622 100,565
Total current liabilities 350,940 347,246
Long-term debt, net 7 3,444,612 3,440,478
Non-current maintenance deposits 2 27,772 44,179
Non-current security deposits 2 14,693 26,830
Other non-current liabilities 98,114 97,851
Total liabilities $ 3,936,131 $ 3,956,584
Commitments and contingencies 14
Equity
Ordinary shares ($ 0.01 par value per share; 2,000,000,000 shares authorized; 102,560,867 and 102,550,975 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)
$ 1,026 $ 1,026
Preferred shares ($ 0.01 par value per share; 200,000,000 shares authorized; 6,800,000 and 11,740,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)
68 117
Additional paid in capital ( 30,831 ) 153,328
Retained earnings (accumulated deficit) 194,681 ( 73,103 )
Shareholders' equity 164,944 81,368
Total liabilities and equity $ 4,101,075 $ 4,037,952
______________________________________________________
(1) Includes accounts receivable from the 2025 Partnership of $ 93,576 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
(2) Includes receivables from the 2025 Partnership of $ 18,141 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
See accompanying notes to consolidated financial statements.
5
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(Dollars in thousands, except share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
Notes 2025 2024 2025 2024
Revenues
Aerospace products revenue $ 420,686 $ 245,200 $ 685,111 $ 434,257
MRE Contract revenue 69,585 — 170,223 —
Lease income 62,439 70,754 130,879 123,915
Maintenance revenue 73,104 51,187 122,711 96,977
Asset sales revenue 47,915 72,433 66,854 111,040
Other revenue (1)
2,508 4,020 2,539 4,099
Total revenues 12 676,237 443,594 1,178,317 770,288
Expenses
Cost of sales 369,258 205,857 617,972 348,661
Operating expenses 2 34,328 29,099 66,766 54,416
General and administrative 2,442 2,969 5,558 6,652
Acquisition and transaction expenses 4,489 8,019 11,781 14,198
Management fees and incentive allocation to affiliate 11 — 3,554 — 8,449
Internalization fee to affiliate 15 — 300,000 — 300,000
Depreciation and amortization 4, 6 55,236 56,691 114,798 106,611
Asset impairment — — — 962
Total expenses 465,753 606,189 816,875 839,949
Other (expense) income
Interest expense ( 63,965 ) ( 55,196 ) ( 126,005 ) ( 102,903 )
Loss on extinguishment of debt — ( 13,920 ) — ( 13,920 )
Equity in losses of unconsolidated entities (2)
5 ( 5,003 ) ( 694 ) ( 12,617 ) ( 1,361 )
Gain on sale to the 2025 Partnership 34,604 — 45,474 —
Other income (expense) 27,156 ( 498 ) 60,227 136
Total other expense ( 7,208 ) ( 70,308 ) ( 32,921 ) ( 118,048 )
Income (loss) before income taxes 203,276 ( 232,903 ) 328,521 ( 187,709 )
Provision for (benefit from) income taxes 10 37,878 ( 13,033 ) 60,737 ( 7,461 )
Net income (loss) 165,398 ( 219,870 ) 267,784 ( 180,248 )
Less: Dividends on preferred shares 3,709 8,335 9,824 16,670
Less: Loss on redemption of preferred shares — — 6,327 —
Net income (loss) attributable to shareholders $ 161,689 $ ( 228,205 ) $ 251,633 $ ( 196,918 )
Earnings (loss) per share: 13
Basic $ 1.58 $ ( 2.26 ) $ 2.45 $ ( 1.96 )
Diluted $ 1.57 $ ( 2.26 ) $ 2.44 $ ( 1.96 )
Weighted average shares outstanding:
Basic 102,558,777 100,958,524 102,555,644 100,602,214
Diluted 103,147,860 100,958,524 103,144,727 100,602,214
______________________________________________________
(1) Includes servicing fees of $ 2,052 and $ 2,600 for the three and six months ended June 30, 2025, respectively, from the 2025 Partnership.
(2) Includes the profit elimination of $( 4,935 ) and $( 11,885 ) for the three and six months ended June 30, 2025, respectively, and $ 0 and $ 0 for the three and six months ended June 30, 2024, respectively, for sales to the 2025 Partnership.
See accompanying notes to consolidated financial statements.
6
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
(Dollars in thousands)
Three and Six Months Ended June 30, 2025
Ordinary Shares Preferred Shares Additional Paid In Capital (Accumulated Deficit) Retained Earnings Total Equity
Equity - December 31, 2024 $ 1,026 $ 117 $ 153,328 $ ( 73,103 ) $ 81,368
Net income 102,386 102,386
Total comprehensive income 102,386 102,386
Redemption of preferred shares ( 49 ) ( 117,791 ) ( 117,840 )
Loss on redemption of preferred shares ( 6,327 ) ( 6,327 )
Issuance of ordinary shares 739 739
Dividends declared - ordinary shares ( 30,767 ) ( 30,767 )
Dividends declared - preferred shares ( 6,115 ) ( 6,115 )
Equity-based compensation 4,889 4,889
Equity - March 31, 2025 $ 1,026 $ 68 $ ( 2,044 ) $ 29,283 $ 28,333
Net income 165,398 165,398
Total comprehensive loss 165,398 165,398
Issuance of ordinary shares 174 174
Dividends declared - ordinary shares ( 30,767 ) ( 30,767 )
Dividends declared - preferred shares ( 3,709 ) ( 3,709 )
Equity-based compensation 5,515 5,515
Equity - June 30, 2025 $ 1,026 $ 68 $ ( 30,831 ) $ 194,681 $ 164,944
See accompanying notes to consolidated financial statements.
7
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
(Dollars in thousands)
Three and Six Months Ended June 30, 2024
Ordinary Shares Preferred Shares Additional Paid In Capital Accumulated Deficit Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity
Equity - December 31, 2023 $ 1,002 $ 159 $ 255,973 $ ( 81,785 ) $ 534 $ 175,883
Net income 39,622 39,622
Total comprehensive income 39,622 39,622
Dividends declared - ordinary shares ( 30,074 ) ( 30,074 )
Dividends declared - preferred shares ( 8,335 ) ( 8,335 )
Equity-based compensation 510 510
Equity - March 31, 2024 $ 1,002 $ 159 $ 218,074 $ ( 42,163 ) $ 534 $ 177,606
Net income ( 219,870 ) ( 219,870 )
Total comprehensive income ( 219,870 ) ( 219,870 )
Purchase of non-controlling interest ( 534 ) ( 534 )
Issuance of ordinary shares 20 150,116 150,136
Dividends declared - ordinary shares ( 30,074 ) ( 30,074 )
Dividends declared - preferred shares ( 8,335 ) ( 8,335 )
Equity-based compensation 638 638
Equity - June 30, 2024 $ 1,022 $ 159 $ 330,419 $ ( 262,033 ) $ — $ 69,567
See accompanying notes to consolidated financial statements.
8
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ 267,784 $ ( 180,248 )
Adjustments to reconcile net income to net cash used in operating activities:
Equity in losses of unconsolidated entities (1)
12,617 1,361
Gain on sale of assets ( 226,116 ) ( 146,084 )
Gain on sale of assets to the 2025 Partnership ( 45,474 ) —
Gain on insurance recoveries ( 54,325 ) —
Security deposits and maintenance claims included in earnings ( 31,167 ) ( 5,298 )
Loss on extinguishment of debt — 13,920
Equity-based compensation 10,404 1,148
Non-cash termination fee to affiliate — 150,000
Depreciation and amortization 114,798 106,611
Asset impairment — 962
Deferred income taxes 47,799 ( 9,724 )
Change in fair value of guarantees 2,071 ( 1,041 )
Amortization of lease intangibles and incentives 19,266 18,320
Amortization of deferred financing costs 5,749 5,107
Other 275 ( 37 )
Change in:
Accounts receivable ( 18,459 ) ( 44,105 )
Inventory ( 268,771 ) ( 58,997 )
Other assets 13,922 ( 10,426 )
Accounts payable and accrued liabilities 17,618 ( 19,659 )
Management fees payable to affiliate ( 760 ) ( 6,217 )
Other liabilities ( 3,515 ) ( 3,229 )
Net cash used in operating activities ( 136,284 ) ( 187,636 )
Cash flows from investing activities:
Investment in unconsolidated entities ( 118,727 ) —
Principal collections on finance leases 950 866
Principal collections on notes receivable 2,010 2,862
Acquisition of leasing equipment ( 412,136 ) ( 436,180 )
Investments in financing receivables ( 2,764 ) ( 19,750 )
Acquisition of property, plant and equipment ( 11,085 ) ( 2,471 )
Acquisition of lease intangibles 2,757 1,174
Deposits for acquisition of leasing equipment (2)
( 50,221 ) ( 104,654 )
Proceeds from sale of assets 589,337 333,660
Proceeds from sale of assets to the 2025 Partnership 397,148 —
Proceeds from settlement of insurance claims 54,325 —
Proceeds from deposits on sale of leasing equipment 251 4,580
Return of deposits for acquisition of leasing equipment (2)
44,303 530
Net cash provided by (used in) investing activities $ 496,148 $ ( 219,383 )
See accompanying notes to consolidated financial statements.
9
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2025 2024
Cash flows from financing activities:
Proceeds from debt $ 430,000 $ 1,839,250
Repayment of debt ( 430,000 ) ( 1,287,373 )
Payment of deferred financing costs ( 517 ) ( 10,245 )
Receipt of security deposits under operating lease agreements 2,606 3,976
Return of security deposits under operating lease agreements ( 2,434 ) —
Receipt of maintenance deposits under operating lease agreements 28,162 21,429
Release of maintenance deposits under operating lease agreements ( 5,361 ) ( 3,938 )
Capital contributions from non-controlling interests — ( 534 )
Redemption of preferred shares ( 124,167 ) —
Cash dividends - ordinary shares ( 61,534 ) ( 60,148 )
Cash dividends - preferred shares ( 9,824 ) ( 16,669 )
Net cash (used in) provided by financing activities $ ( 173,069 ) $ 485,748
Net increase in cash and cash equivalents and restricted cash 186,795 78,729
Cash and cash equivalents and restricted cash, beginning of period 115,266 90,906
Cash and cash equivalents and restricted cash, end of period $ 302,061 $ 169,635
Supplemental disclosure of non-cash investing and financing activities
(see Note 2 for additional non-cash information):
Receipt of notes receivable in connection with the sale of leasing equipment $ 12,102 $ 37,367
Acquisition of leasing equipment in accrued liabilities ( 18,587 ) ( 17,975 )
Receipt of leasing equipment in settlement of accounts receivable ( 3,357 ) ( 330 )
Purchase deposits reclassified to leasing equipment from other assets upon acquisition ( 47,017 ) ( 12,108 )
Decrease in leasing equipment for engines provided to aircraft lessees in lieu of cash reimbursements of maintenance deposits 3,846 6,794
Accounts receivable settled with security deposits ( 1,715 ) ( 4,077 )
Accounts receivable settled with maintenance deposits ( 9,248 ) ( 24,536 )
______________________________________________________
(1) Includes the profit elimination of $( 11,885 ) and $ 0 for the six months ended June 30, 2025 and 2024, respectively, for sales to the 2025 Partnership within the Aerospace Products segment.
(2) Includes deposits for acquisition of leasing equipment paid on behalf of the 2025 Partnership of $ 23,473 and $ 0 for the six months ended June 30, 2025 and 2024, respectively, and return of deposits for the acquisition of leasing equipment reimbursed from the 2025 Partnership of $ 42,813 and $ 0 for the six months ended June 30, 2025 and 2024, respectively.
See accompanying notes to consolidated financial statements.
10
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
1. ORGANIZATION
FTAI Aviation Ltd. is a Cayman Islands exempted company, which through its subsidiaries, is a leading full-service provider for CFM56-5B, CFM56-7B and V2500 aircraft engines, which power the majority of the world’s fleet of narrowbody aircraft. We own and lease aircraft and engines to airlines and asset owners globally. Additionally, we repair and sell refurbished engines and aftermarket components of engines as well as develop and manufacture Parts Manufacturer Approval (“PMA”) parts through a joint venture.
We conduct engine maintenance at our 100% owned facilities in Montréal and Miami, as well as through our 50 % equity ownership in QuickTurn Europe, located in Rome. Collectively, these facilities span over 900,000 square feet equipped with advanced tooling, engine test cells, and engineering capabilities to support a wide range of component repairs and service requirements. In addition, we also support global operations through exclusive arrangements and strategic partnerships at key locations worldwide. Our principal corporate location is in New York City, and we have a global presence through our offices in Cardiff, Dubai, Dublin and Singapore, in addition to Montréal, Miami and Rome.
The majority of our target customers are small and medium sized airlines which have narrowbody fleets powered by CFM56-5B, CFM56-7B and V2500 engines. There are hundreds of these operators worldwide, which creates a large addressable market in which FTAI focuses and can provide significant value versus competitors.
We have two reportable segments, (i) Aviation Leasing and (ii) Aerospace Products (see Note 12).
Except as otherwise specified, “we”, “us”, “our”, “FTAI”, “FTAI Aviation” or “the Company” refer to us and our consolidated subsidiaries.
Prior to May 28, 2024, FTAI Aviation Ltd. operated under a management agreement (the “Management Agreement”) with FIG LLC (the “Former Manager”), and Fortress Worldwide Transportation and Infrastructure Master GP LLC (the “Master GP”), each an affiliate of Fortress Investment Group LLC (“Fortress”). For their services, the Former Manager was entitled to management fees and the Master GP was entitled to certain incentive allocations, both defined in, and in accordance with the terms of, the Management Agreement. On May 28, 2024, the Company entered into an Internalization Agreement with the Former Manager and the Master GP (the “Internalization Agreement”), pursuant to which the Management Agreement was terminated effective May 28, 2024 (the “Effective Date”), except that certain indemnification and other obligations survive, and the Company internalized its management functions (such transactions, the “Internalization”). As a result of the Internalization, the Company ceased to be externally managed and operates as an internally managed company. In connection with the termination of the Management Agreement, the Company (i) agreed to pay the Former Manager (for itself and on behalf of the Master GP, as applicable) $ 150.0 million (the “Cash Consideration”), the compensation accrued and payable, but not yet paid, under the Management Agreement, and the expenses that were reimbursable, but not yet reimbursed, under the Management Agreement; (ii) issued to the Former Manager (for itself and on behalf of the Master GP, as applicable) 1,866,949 ordinary shares of the Company (the “Share Consideration”); and (iii) purchased from Master GP all of its partnership interests in FTAI Aviation Holdco Ltd., a subsidiary of the Company, in exchange for $ 30 thousand. In addition, the Former Manager repaid to the Company certain annual bonus payments due to certain employees of the Former Manager or its affiliates who provide services to the Company with respect to the 2024 calendar year on a pro rata basis. The Company financed the cash payments through one or more debt financings, along with cash on hand.
On May 28, 2024, the Company also entered into a Transition Services Agreement (the “Transition Services Agreement”) with the Former Manager. Under the Transition Services Agreement, the Former Manager was required to continue to provide the Company and its affiliates with all of the services provided by the Former Manager to the Company and its affiliates immediately prior to May 28, 2024 (the “Services”) for a transition period until October 31, 2024, during which the Company procured replacements for the Services. In addition, the Former Manager was required to continue to provide the services that were reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025. The Services were provided to the Company for a fee equal to the Former Manager’s cost of providing the Services, plus a mark-up of ten percent ( 10 %).
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. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in the Company’s consolidated subsidiaries is recorded as non-controlling interest.
11
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
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.
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.
Reclassifications — Certain amounts from prior periods in the Company’s consolidated financial statements have been reclassified to align with the presentation in the current period.
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.
Inventory, net — We hold aircraft engines, engine modules, spare parts and used material inventory for sale. At times inventory is transferred to leasing equipment in connection with a rebuilt engine or engine repair. Inventory is carried at the lower of cost or net realizable value on our Consolidated Balance Sheets.
Revenues — Revenues are within the scope of ASC 842, Leases, and ASC 606, Revenue from contracts with customers . We have elected to exclude sales and other similar taxes from revenues.
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 lessee 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 current and non-current 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.
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 lessee is placed on non-accrual status and revenue is recognized when cash payments are received.
12
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
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 of an asset to the customer, along with corresponding costs of sales.
Aerospace products revenue —Aerospace products revenue primarily consists of the transaction price related to the sale of CFM56-5B, CFM56-7B and V2500 engines, engine modules, spare parts and used material inventory, and are accounted for within the scope of ASC 606. Revenue is recognized gross when a performance obligation is satisfied by transferring control over the related asset to a customer along with corresponding costs of sales. Aerospace products revenue also consists of engine management service contracts, where the Company has a stand-ready obligation to provide replacement CFM56-5B and CFM56-7B 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.
Other Income — On December 30, 2024, we announced the launch of a Strategic Capital Initiative in partnership with third-party institutional investors. The first partnership under the initiative (the “2025 Partnership”) focuses on acquiring 737NG and A320ceo aircraft. As part of this transaction, the 2025 Partnership committed to acquire 45 on-lease narrowbody aircraft from us (the “Seed Assets”) and has signed an agreement through which our Maintenance, Repair and Exchange (“MRE”) business will provide replacement aircraft engines and modules for the life of the 2025 Partnership.
During the three and six months ended June 30, 2025, 33 and 37 of the aircraft were sold for a gain of $ 34.6 million and $ 45.5 million, respectively, which was recognized within gain on sale to the 2025 Partnership. The aircraft sales (and the remaining 8 aircraft to be sold) are accounted for under ASC 610-20, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets , as they are non-recurring in nature and not considered part of the Company’s ordinary activities.
During the three and six months ended June 30, 2025, the Company received $ 24.2 million and $ 54.3 million, respectively, in insurance recoveries in connection with the settlement of claims related to the aircraft and engines located in Russia and recorded the gain within other income.
Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers and lessees. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned 11 % and 14 % of our revenue from one customer in the Aviation Leasing segment during the three and six months ended June 30, 2025. We earn ed 19 % and 13 % o f our revenue from one customer in the Aerospace Products segment during the three and six months ended June 30, 2024, respectively.
As of June 30, 2025, there was one customer in the Aerospace Products segment that represented 39 % of total accounts receivable, net. As of December 31, 2024, no single customer accounted for greater than 10% 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 — W e determine the allowance for doubtful accounts based on our assessment of the collectability of our leasing receivables on a lessee-by-lessee basis. The allowance for doubtful accounts was $ 28.4 million and $ 74.9 million as of June 30, 2025 and December 31, 2024, respectively . We determine the credit loss reserve for note receivables, receivables related to finance leases and inventory sales. There was a provision for credit losses of $ 0.0 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively. There was a provision for credit losses of $ 0.1 million for the three and six months ended June 30, 2024, included in operating expenses. Receivables are written off after all reasonable means to collect the full amount have been exhausted.
13
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Other Current Assets — Other current assets are summarized as follows:
June 30, 2025
(unaudited) December 31, 2024
Notes receivable $ 182,720 $ 165,338
Financing receivable resulting from failed sale-leaseback transactions 39,606 32,486
Prepaid expenses including prepayments for maintenance that has not yet been incurred 30,605 87,323
Purchase deposits 22,120 83,229
Maintenance right assets 20,844 —
Tax assets 19,776 31,622
Contract asset from the 2025 Partnership 15,184 —
Other 12,370 8,925
Other current assets $ 343,225 $ 408,923
Other Non-Current Assets — Other non-current assets are summarized as follows:
June 30, 2025
(unaudited) December 31, 2024
Lease incentives $ 47,695 $ 56,812
Deferred tax assets 34,681 42,893
Operating lease assets 27,592 28,729
Financing receivable resulting from failed sale-leaseback transactions 21,215 28,412
Maintenance right assets 16,658 25,907
Engine management contract assets 9,550 7,162
Other 8,903 18,515
Other non-current assets $ 166,294 $ 208,430
Other Current Liabilities — Other current liabilities are summarized as follows:
June 30, 2025
(unaudited) December 31, 2024
Deposits on sales of leasing equipment 34,216 $ 87,296
Other 9,406 13,269
Other current liabilities $ 43,622 $ 100,565
Assets Held for Sale— We classify assets as held for sale when the Company commits to a plan to sell and it is probable that the sale will be completed within one year. These assets are recorded at the lower of their carrying value or fair market value, less costs to sell, starting from the period in which they meet the criteria for this classification.
The Company expects to sell the remaining eight Seed Assets to the 2025 Partnership which had been classified as held for sale in the first quarter of 2025. Upon reclassification, depreciation of the long-lived assets within the disposal group ceased, and the related assets and liabilities were transferred to assets held for sale and liabilities held for sale, respectively. The sales are expected to be completed in 2025.
The assets and liabilities include the aircraft previously classified as leasing equipment, as well as related intangible assets and liabilities, and maintenance and security deposit liabilities. The sale of the 45 Seed Assets is treated as a single transaction and one disposal group under ASC 360, Property, plant and equipment , with the aggregate purchase price for Seed Assets, less costs to sell, exceeding the disposal group’s net book value.
14
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Assets and liabilities held for sale are summarized as follows (unaudited):
June 30, 2025
Leasing equipment, net $ 120,773
Intangible assets, net 158
Other non-current assets 917
Assets held for sale $ 121,848
Current maintenance deposits $ 19,322
Current security deposits —
Non-current maintenance deposits 3,456
Non-current security deposits 2,738
Other non-current liabilities 5,367
Liabilities held for sale $ 30,883
Dividends— Dividends are recorded if and when declared by the Board of Directors. For the three and six months ended June 30, 2025 and 2024, the Board of Directors declared cash dividends of $ 0.30 and $ 0.60 per ordinary share, respectively.
Additionally, in the quarter ended June 30, 2025, the Board of Directors declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively.
Cash Flow Presentation— Included in net cash (used in) provided by operating activities are inflows from the sale of engine modules and parts that were on engines originally purchased and reported as leasing equipment, net. The purchase of the original engine was reported as an outflow in net cash used in investing activities at the time of purchase through the acquisition of leasing equipment line item. As part of the aerospace products business, the Company breaks down generally unserviceable engines with the intent to manufacture modules and parts for creation and sale of new assets. To manufacture the modules and parts and bring them into a salable condition, the Company spends significant costs, often over multiple reporting periods, for new inventory and capitalizable labor (e.g., engineering) that are included in net cash (used in) provided by operating activities as components of the changes in the related working capital accounts.
Therefore, when the costs to manufacture the assets are greater than (predominant to) the estimated value transferred from leasing equipment into inventory, the related cash receipt has been reported as an inflow in net cash (used in) provided by operating activities.
Additionally, the Company buys inventory from third parties with the intent to use the parts in the manufacturing of the items discussed above, which is reported as an outflow in net cash (used in) provided by operating activities. When rebuilding whole engines for resale, for which the cash inflow upon sale is reported as a cash inflow from investing activities, the Company will transfer modules and parts needed (those purchased from third parties as well as parts from engines previously transferred to inventory from leasing equipment and rebuilt as discussed above) in the rebuild from inventory to leasing equipment.
With respect to purchases of aircraft and engines, when the expected predominant source of cash inflows from the acquired leasing equipment at the time of acquisition is from leasing activities, the related cash outflow is reported as an outflow in net cash used in investing activities. When the expected predominant source of cash inflows is from sales transactions, the related cash outflow is reported as an outflow in net cash (used in) provided by operating activities.
The cash and noncash related activities described above during the six months ended June 30, 2025 and 2024 are detailed below (unaudited):
Six Months Ended June 30,
(in thousands) 2025 2024
Cost of modules and parts sold sourced from engines originally within leasing equipment $ 3,369 $ 21,861
Transfers of engines from leasing equipment to inventory for manufacturing and sale 128,752 70,897
Transfers of inventory to leasing equipment for rebuilding and sale of engines ( 159,997 ) ( 98,192 )
Total outflows related to manufacturing modules and parts - included in net cash used in operating activities ( 313,998 ) ( 128,988 )
Cash received for assets sold sourced from leasing equipment - inflow included in net cash provided by operating activities 43,011 38,649
Cash received for sales of leasing equipment that include components sourced from inventory - inflow included in net cash provided by investing activities 415,416 134,204
Cash paid for engine and aircraft inventory - outflow included in net cash used in operating activities ( 25,715 ) —
15
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Recent Accounting Pronouncements — In August 2023, the FASB issued ASU 2023‑05, Business Combinations – Joint Venture Formations , which requires that joint ventures, upon formation, apply a new basis of accounting by initially measuring assets and liabilities at fair value. The amendments in ASU 2023‑05 are effective for joint ventures that are formed on or after January 1, 2025. In the second quarter of 2025, the Company entered into a joint venture and is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
There have been no other changes to the discussion of recently issued accounting standards included in our Annual Report on Form 10‑K for the year ended December 31, 2024. Specifically, we continue to monitor the future adoption of ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , and ASU 2024‑03, Income Statement—Reporting Comprehensive Income (Topic 220): Improvements to Reportable Segment Expense Disclosures , both of which have future effective dates. We are currently evaluating the impact these standards may have on our consolidated financial statements and related disclosures.
3. ACQUISITION OF LOCKHEED MARTIN COMMERCIAL ENGINE SOLUTIONS
On September 9, 2024, the Company, through its subsidiary FTAIC Aviation Inc. (“FTAIC”) created on April 25, 2024, acquired certain assets and assumed certain liabilities of Lockheed Martin Commercial Engine Solutions (“LMCES”) from Lockheed Martin Canada for total consideration of $ 170.0 million. LMCES is a 526,000-square-foot aircraft engine maintenance repair facility located in Montréal, Quebec. We acquired LMCES to further enhance our MRE business and establish permanent engine and module manufacturing capabilities in Canada. The facility operates within our Aerospace Products segment, providing extensive engine and piece-part repair capabilities for the CFM56-5B and CFM56-7B engines. The results of operations of LMCES have been included in the Company’s results since the effective date of the acquisition.
The acquisition of LMCES was accounted for as a business combination and, as such, the following fair values were assigned to assets acquired and liabilities assumed based on the Company’s estimates and assumptions. The significant assumptions used to estimate the fair values of the property, plant, and equipment and inventory included replacement cost estimates and market data for similar assets where available.
Subsequent to the acquisition, in the quarter ended June 30, 2025, measurement period adjustments as of the acquisition date were made as a result of the finalization of the net working capital adjustments which increased total consideration by $ 14.1 million. This adjustment resulted in an increase in goodwill of $ 14.1 million.
The following table summarizes the allocation of the net assets acquired:
September 9, 2024
Fair value of assets acquired:
Current Assets
Accounts receivable $ 10,758
Inventory 25,498
Other current assets 6,795
Total current assets 43,051
Property, plant, and equipment 72,151
Leasing equipment 5,675
Other non-current assets 10,633
Total assets 131,510
Fair value of liabilities assumed:
Current Liabilities
Accounts payable 7,669
Accrued liabilities 1,692
Other current liabilities 5,130
Total current liabilities 14,491
Other non-current liabilities 14,347
Total liabilities 28,838
Goodwill (1)
71,040
Net assets acquired (2)
$ 173,712
________________________________________________________
( 1 ) Goodwill is primarily attributable to the assembled workforce of FTAIC and the synergies expected to be achieved. This goodwill is assigned to the Aerospace Products segment and is deductible for income tax purposes.
( 2 ) Total consideration is calculated as cash paid, adjusted for the settlement of pre-existing relationships.
16
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
The following table presents fair values of the components of property, plant and equipment acquired and their estimated useful lives:
Estimated useful life in years Estimated Fair value
Buildings and improvements 25
$ 40,953
Machinery and equipment 2 - 21
30,397
Other N/A 801
Total $ 72,151
The unaudited financial information in the table below summarizes the combined results of operations of FTAI and LMCES 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;
• 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, 2024.
Three Months Ended Six Months Ended
June 30, 2024 June 30, 2024
Total revenue $ 466,007 $ 804,283
Net income attributable to shareholders $ ( 225,945 ) $ ( 193,843 )
4. LEASING EQUIPMENT, NET
Leasing equipment, net is summarized as follows:
June 30, 2025
(unaudited) December 31, 2024
Leasing equipment $ 2,342,123 $ 2,963,452
Less: Accumulated depreciation ( 493,007 ) ( 589,722 )
Leasing equipment, net $ 1,849,116 $ 2,373,730
We identified certain assets in our leasing equipment portfolio with indicators of impairment. During the three and six months ended June 30, 2025, the Company did not record any transactional impairment charges. In comparison, for the three and six months ended June 30, 2024 the Company recognized transactional impairment charges of $ 0.0 million and $ 1.0 million, respectively, net of redelivery compensation.
Depreciation expense for leasing equipment is summarized as follows (unaudited):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Depreciation expense for leasing equipment $ 51,249 $ 55,658 107,135 104,560
17
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
5. INVESTMENTS
The following table presents the ownership interests and carrying values of our investments:
Carrying Value
Investment Ownership Percentage June 30, 2025
(unaudited) December 31, 2024
Advanced Engine Repair JV Equity method 25 % $ 19,956 $ 19,048
2025 Partnership Equity method 20 % 95,306 —
QuickTurn Europe Equity method 50 % 10,451 —
$ 125,713 $ 19,048
We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2025 and 2024.
The following table presents our proportionate share of equity in (losses) earnings (unaudited):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Advanced Engine Repair JV $ 795 $ ( 633 ) $ 908 $ ( 1,154 )
Falcon MSN 177 LLC — ( 61 ) — ( 207 )
2025 Partnership (1)
( 5,717 ) — ( 13,444 ) —
QuickTurn Europe ( 81 ) — ( 81 ) —
Total $ ( 5,003 ) $ ( 694 ) $ ( 12,617 ) $ ( 1,361 )
______________________________________________________
(1) Includes the profit elimination of $( 4,935 ) and $( 11,885 ) for the three and six months ended June 30, 2025, respectively, and $ 0 and $ 0 for the three and six months ended June 30, 2024, respectively, for sales to the 2025 Partnership.
Equity Method Investments
Advanced Engine Repair JV
In December 2016, we invested $ 15.0 million for a 25 % interest in an advanced engine repair joint venture. This joint venture is focused on developing new cost savings programs for engine repairs.
In August 2019, we expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest. We exercise significant influence over this investment and account for this investment as an equity method investment.
Falcon MSN 177 LLC
Since November 2021, we owned a 50 % interest in Falcon MSN 177 LLC (“Falcon”), an entity that consists of one Dassault Falcon 2000 aircraft. Falcon leases the aircraft to charter operators on aircraft, crew maintenance, and insurance contracts. We accounted for our investment in Falcon as an equity method investment as we have significant influence through our interest.
On May 3, 2024, we purchased the remaining interest from S7 Aerospace for total cash consideration of $ 0.8 million and it is now a consolidated subsidiary.
2025 Partnership
In 2025, we invested $ 108.8 million in the 2025 Partnership, an investment focused on acquiring 737NG and A320ceo on-lease narrowbody aircraft, for which we are the Servicer and hold a 20 % limited partner ownership. We exercise significant influence over this investment and account for it using the equity method. As the Servicer, we are responsible for lessee invoicing and collections, airline relationship management, contracts management including lease extension and aircraft deliveries and redeliveries. The Company's proportionate share of equity in earnings related to this investment is based on the contractual profit-sharing arrangement, the elimination of profit on sales of engine and modules to the 2025 Partnership under ASC 606, and the servicing fees charged by us in our capacity as the Servicer to the 2025 Partnership. The profit from the MRE Contract revenue is eliminated through equity method earnings and will be recognized over time as the 2025 Partnership generates income from leasing and sales activities.
QuickTurn Europe
On June 5, 2025, we invested $ 10.5 million for a 50 % interest in Quick Turn Engine Center Europe S.r.l. (previously IAG Engine Center Europe S.r.l.) or “QuickTurn Europe”, a 200,000 square-foot CFM56 engine maintenance repair and overhaul facility located at the Rome Fiumicino Airport. The joint venture was established to expand our global engine maintenance capabilities and meet increasing demand for MRE services. We account for our investment in QuickTurn Europe as an equity method investment as we have significant influence through our interest.
18
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
6. INTANGIBLE ASSETS AND LIABILITIES, NET
Intangible assets and liabilities, net are summarized as follows:
June 30, 2025
(unaudited) December 31, 2024
Intangible assets
Acquired favorable lease intangibles $ 22,943 $ 70,375
Less: Accumulated amortization ( 9,769 ) ( 29,664 )
Acquired favorable lease intangibles, net 13,174 40,711
Acquired customer relationships 1,907 1,907
Less: Accumulated amortization ( 632 ) ( 413 )
Acquired customer relationships, net 1,275 1,494
Total intangible assets, net $ 14,449 $ 42,205
Intangible liabilities
Acquired unfavorable lease intangibles $ 9,911 $ 13,767
Less: Accumulated amortization ( 1,473 ) ( 1,259 )
Acquired unfavorable lease intangibles, net $ 8,438 $ 12,508
Intangible liabilities relate to unfavorable lease intangibles and are included as a component of other non-current liabilities.
Amortization of intangible assets and liabilities is recorded as follows (unaudited):
Classification in Consolidated Statements of Operations Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Lease intangibles Lease income $ 2,153 $ 3,786 $ 5,359 $ 7,762
Customer relationships Depreciation and amortization 124 95 219 212
Total $ 2,277 3,881 $ 5,578 7,974
As of June 30, 2025, estimated net annual amortization of intangibles is as follows (unaudited):
Remainder of 2025 $ 1,807
2026 1,435
2027 949
2028 1,512
2029 547
Thereafter ( 239 )
Total $ 6,011
19
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
7. DEBT, NET
Our debt, net is summarized as follows:
June 30, 2025 (unaudited) December 31, 2024
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 %
5/22/27 $ —
Total loans payable — —
Bonds payable
Senior Notes due 2028 (2)
1,001,191 5.50 % 5/1/28 1,001,382
Senior Notes due 2030 (3)
497,266 7.88 % 12/1/30 497,071
Senior Notes due 2031 700,000 7.00 % 5/1/31 700,000
Senior Notes due 2032 800,000 7.00 % 6/15/32 800,000
Senior Notes due 2033 (4)
497,665 5.88 % 4/15/33 497,551
Total bonds payable 3,496,122 3,496,004
Debt 3,496,122 3,496,004
Less: Debt issuance costs ( 51,510 ) ( 55,526 )
Total debt, net $ 3,444,612 $ 3,440,478
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 an unamortized premium of $ 1,191 and $ 1,382 at June 30, 2025 and December 31, 2024, respectively.
(3) Includes an unamortized discount of $ 2,734 and $ 2,929 at June 30, 2025 and December 31, 2024, respectively.
(4) Includes an unamortized discount of $ 2,335 and $ 2,449 at June 30, 2025 and December 31, 2024, respectively.
We were in compliance with all debt covenants as of June 30, 2025.
8. 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.
20
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
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, 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.
The fair values of our bonds payable are presented in the table below and classified as Level 2 within the fair value hierarchy:
June 30, 2025
(unaudited) December 31, 2024
Senior Notes due 2028 $ 995,240 $ 980,140
Senior Notes due 2030 530,645 526,380
Senior Notes due 2031 725,613 713,923
Senior Notes due 2032 826,984 816,904
Senior Notes due 2033 493,790 483,100
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 at $ 11.0 million and $ 8.9 million as of June 30, 2025 and December 31, 2024, respectively, and are reflected as a component of other non-current liabilities. The fair values of the guarantees are determined based on the estim ated condition of the engines 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 three and six months ended June 30, 2025, the Company recorded increases related to the change in fair value of $ 1.8 million and $ 2.1 million, respectively, which are recorded in Asset sales revenue. During the three and six months ended June 30, 2024, the Company recorded increases related to the change in fair value of $ 0.8 million and $ 1.0 million, respectively, which are recorded in Asset sales revenue.
Given variability in the condition of the engines at the end of the lease terms, which range from 3 to 8 years, the maximum potential amount of undiscounted future payments that could be required under the guarantees at June 30, 2025 was $ 43.0 million, which is not reasonably expected.
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 l easing and sale of assets.
9. EQUITY-BASED COMPENSATION
We have a FTAI Aviation Ltd. 2025 Omnibus Incentive Plan (the “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 June 30, 2025, the Incentive Plan provides for the issuance of up to 5.7 million shares. Equity-based compensation expense is reported within cost of sales and operating expenses.
Unvested equity-based awards are subject to forfeiture. The Company’s accounting policy is to record the impact of forfeitures when they occur.
Equity-based compensation for each type of award was as follows (unaudited):
Three Months Ended June 30, Six Months Ended June 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term
(in years)
2025 2024 2025 2024
Stock Options $ 127 $ 42 $ 254 $ 42 $ 1,524 8.2 years
Performance shares 3,501 — 6,763 — 43,762 3.3 years
Restricted Shares 1,887 596 3,387 1,106 17,773 2.2 years
Total $ 5,515 $ 638 $ 10,404 $ 1,148 $ 63,059
21
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Options
In 2025, the Company did not issue any options to employees.
During the six months ended June 30, 2024, the Former Manager transferred 37,343 of its options to certain of the Former Manager’s employees. Additionally, the Company granted options to select employees related to 60,000 ordinary shares at an exercise price of $ 79.13 , which had a grant date fair value of $ 2.1 million. The assumptions used in valuing the options were: a 4.52 % risk-free rate, a 1.50 % dividend yield, a 43.00 % volatility and a 6.8 year term.
Performance Shares
During the six months ended June 30, 2025, we issued performance shares to select officers and employees of the Company with a grant date fair value of $ 4.4 million, vesting over a 3 year performance period based on the achievement of relative total shareholder return ( 50 %) and cumulative diluted EPS ( 50 %).
Restricted Shares
During the six months ended June 30, 2025, we issued restricted shares to select officers and employees of the Company with a grant date fair value of $ 5.5 million, vesting over 3 years.
Additionally, we issued restricted shares to the directors of the Company with a grant date fair value of $ 0.8 million. These awards vest on the earlier of (i) the one-year anniversary of the grant date (May 29, 2026) or (ii) the date of the Company’s next annual general meeting of shareholders occurring after the grant date.
During the six months ended June 30, 2024, we issued restricted shares of the Company to select employees that had a grant date fair value of $ 5.7 million and vest over 4.0 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, 2027 and the remaining units vesting on June 30, 2028.
Additionally, we issued restricted shares of the Company to select officers of the Company that had a grant date fair value of $ 5.5 million and vest over 3.0 years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the three-year vesting period.
All awards are subject to continued employment, with compensation expense recognized ratably over the vesting periods. The fair values of the cumulative diluted EPS performance shares and restricted shares were based on the closing price of the Company’s ordinary shares on the respective grant dates, and the fair value of the total shareholder return performance shares was determined using the Monte Carlo simulation.
22
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
10. INCOME TAXES
The current and deferred components of the provision for income taxes are as follows (unaudited):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Current:
Cayman Islands $ — $ — $ — $ —
Bermuda — — — —
United States:
Federal 7,615 884 7,859 1,184
State and local 1,155 ( 289 ) 1,545 289
Other Non-U.S. including Pillar Two top-up tax 1,992 643 3,534 789
Total current provision 10,762 1,238 12,938 2,262
Deferred:
Cayman Islands — — — —
Bermuda 6,195 ( 11,265 ) 10,636 ( 7,826 )
United States:
Federal 4,206 543 5,432 1,311
State and local 2,068 625 2,446 267
Other Non-U.S. 14,647 ( 4,174 ) 29,285 ( 3,475 )
Total deferred provision (benefit) 27,116 ( 14,271 ) 47,799 ( 9,723 )
Total provision for (benefit from) income taxes $ 37,878 $ ( 13,033 ) $ 60,737 $ ( 7,461 )
The Company is an exempted entity domiciled in the Cayman Islands where income taxes are not imposed. The Company has previously been classified as a “passive foreign investment company” for U.S. income tax purposes, resulting in income tax obligations for certain of our shareholders. 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.
Our effective tax rate differs from the Cayman Islands statutory rate of 0% primarily due to a significant portion of our income being subject to tax in jurisdictions where we operate.
As of and for the six months ended June 30, 2025, 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 foreign income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to 2021. 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.
11. AFFILIATE TRANSACTIONS AND FORMER MANAGEMENT AGREEMENT
Strategic Capital Initiative – 2025 Partnership
On December 30, 2024, the Company announced the launch of its Strategic Capital Initiative in collaboration with third-party institutional investors. As part of the first partnership under the initiative, certain subsidiaries of the Company entered into an Aircraft Sale and Purchase Agreement, dated December 30, 2024, and a Beneficial Interest Sale and Purchase Agreement, dated December 30, 2024 (together, and as each may be amended from time to time, the “Aircraft Sale and Purchase Agreements”), pursuant to which special purpose entities (the “SPVs”) of the 2025 Partnership will acquire 45 on-lease 737NG and A320ceo aircraft for an aggregate net purchase price of approximately $ 500.0 million, subject to certain customary closing conditions. The SPVs have entered into agreements with third-party institutional investors for capital commitments to the SPVs. The Company also made a minority capital commitment and will make additional commitments to the 2025 Partnership in the same proportion relative to additional third-party institutional investors.
During 2024 and the six month period ended June 30, 2025, on behalf of the 2025 Partnership, the Company paid refundable deposits of $ 19.3 million and $ 23.5 million to unrelated, third-parties on future purchases of aircraft, respectively. As of June 30, 2025, the 2025 Partnership fully reimbursed the Company $ 42.8 million in refundable deposits.
The Company, along with certain subsidiaries of the SPVs, has entered into an MRE agreement that requires the Company to sell serviceable engines and modules and purchase unserviceable engines and modules from the SPVs when aircraft controlled by the SPVs need such serviceable engines and modules to fulfill their obligations under an aircraft lease. Under this agreement, the Company will sell CFM56-5B, CFM56-7B and V2500 commercial aircraft engines and related modules to the SPVs and
23
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
purchase unserviceable engines and modules for a net cash purchase price. The net cash purchase price received by the Company is contractual and customary market-based compensation for fulfilling such performance obligations. Revenue from these transactions, classified as MRE Contract revenue, is recognized under ASC 606 when control of the serviceable engine or module transfers to the 2025 Partnership. During the three and six month period June 30, 2025, the Company recorded $ 69.6 million and $ 170.2 million of MRE Contract revenue, respectively, for the sale and purchase of such engines to and from the 2025 Partnership.
Former Management Agreement
On May 28, 2024, the Company entered into definitive agreements with the Former Manager and Master GP to internalize the Company’s management function. As part of the termination of the Management Agreement, the Company (i) paid the Former Manager (for itself and on behalf of the Master GP, as applicable) the Cash Consideration, the compensation accrued and payable, but not yet paid, under the Management Agreement and the expenses that were reimbursable, but not yet reimbursed, under the Management Agreement; (ii) issued to the Former Manager (for itself and on behalf of the Master GP, as applicable) the Share Consideration; and (iii) purchased from Master GP all of its partnership interests in FTAI Aviation Holdco Ltd., a subsidiary of the Company, in exchange for $ 30 thousand. Following the Internalization, the Company no longer pays management fees or incentive distributions to the Former Manager and Master GP.
In connection with the termination of the Management Agreement, the Company also entered into a Transition Services Agreement with the Former Manager. Under the Transition Services Agreement, the Former Manager was required to continue to provide the Company and its affiliates with all of the Services for a transition period through October 31, 2024, during which the Company procured replacements for the Services. In addition, the Former Manager was required to continue to provide the services that were reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025. The Services were provided to the Company for a fee equal to the Former Manager’s cost of providing the Services, plus a mark-up of ten percent ( 10 %).
Prior to the Internalization, the Former Manager was 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 Former Manager was reimbursed for various expenses incurred by the Former Manager on our behalf, including the costs of legal, accounting and other administrative activities. Additionally, we entered into certain incentive allocation arrangements with Master GP, which owned approximately 0.01 % of FTAI Aviation Holdco Ltd. (a wholly owned subsidiary of the Company).
The Former Manager was entitled to a management fee and reimbursement of certain expenses. The management fee was 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 %, which was payable monthly in arrears in cash.
Prior to the Internalization and the termination of the Management Agreement on May 28, 2024, Master GP, was entitled to incentive allocations (comprised of income incentive allocation and capital gains incentive allocation, defined below). The income incentive allocation was 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 did not include any Income Incentive Allocation or Capital Gains Incentive Allocation (described below) paid to Master GP during the relevant quarter.
Prior to the Internalization, one of our subsidiaries allocated and distributed 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 were prorated for any period of less than three months.
Prior to the Internalization, Capital Gains Incentive Allocation was calculated and distributable in arrears as of the end of each calendar year and was 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.
24
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
The following table summarizes the management fees and income incentive allocation prior to the Internalization (unaudited):
Three Months Ended June 30, 2024 Six Months Ended June 30, 2024
Management fees $ 405 $ 992
Income incentive allocation 3,148 7,456
Total $ 3,553 $ 8,448
We paid all of our operating expenses, except those specifically required to be borne by the Former Manager under the Management Agreement. The expenses required to be paid by us included, but were 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 Former Manager), the costs of printing and mailing proxies and reports to our shareholders, costs incurred by the Former Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that was used by us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our transfer agent.
We paid or reimbursed the Former 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 were no greater than those which would be paid to outside professionals or consultants. The Former Manager was responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Former Manager’s employees, rent for facilities and other “overhead” expenses; we did not reimburse the Former Manager for these expenses.
The following table summarizes our reimbursements to the Former Manager (unaudited):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Classification in the Consolidated Statements of Operations:
General and administrative $ 133 $ 1,608 $ 329 $ 3,558
Acquisition and transaction expenses 71 370 175 687
Total $ 204 $ 1,978 $ 504 $ 4,245
Upon the successful completion of an offering of our ordinary shares or other equity securities (including securities issued as consideration in an acquisition), we granted the Former 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 have been an affiliate of the Former Manager.
12. 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 lessees, directly and also through its equity method investment. The Aerospace Products segment, through our maintenance facilities, equity method investment and exclusivity arrangements, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components for the CFM56-5B, CFM56-7B and V2500 commercial 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, internalization fee and management fees and incentive compensation pursuant to the Management Agreement prior to the Internalization effective May 28, 2024. Additionally, Corporate and Other also includes results from an offshore energy business, which consists of equipment that support offshore oil and gas activities and production. We previously owned two offshore vessels that were sold in the fourth quarter of 2024.
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FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
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 based on net income (loss) attributable to shareholders and is used to monitor budget vs. actual results.
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.
The following tables set forth certain information, which include all significant expenses reviewed by the CODM, for each reportable segment (unaudited):
I. For the Three Months Ended June 30, 2025
Three Months Ended June 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Eliminations Total
Revenues
Aerospace products revenue $ — $ 420,686 $ — $ — 420,686
MRE Contract revenue — 69,585 — — 69,585
Lease income 62,439 — — — 62,439
Maintenance revenue 73,104 — — — 73,104
Asset sales revenue 47,915 — — — 47,915
Other revenue (1)
2,508 — — — 2,508
Total revenues $ 185,966 $ 490,271 $ — $ — $ 676,237
Expenses
Cost of sales 51,789 317,469 — — 369,258
Operating expenses 11,089 8,989 14,250 — 34,328
General and administrative — — 2,442 — 2,442
Acquisition and transaction expenses 577 1,414 2,498 — 4,489
Depreciation and amortization 50,423 3,704 1,109 — 55,236
Total expenses 113,878 331,576 20,299 — 465,753
Other income (expense)
Interest expense — — ( 63,965 ) — ( 63,965 )
Equity in (losses) earnings of unconsolidated entities (2)
( 782 ) 714 — ( 4,935 ) ( 5,003 )
Gain on sale to the 2025 Partnership 34,604 — — — 34,604
Other income 26,974 — 182 — 27,156
Total other income (expense) 60,796 714 ( 63,783 ) ( 4,935 ) ( 7,208 )
Income (loss) before income taxes 132,884 159,409 ( 84,082 ) ( 4,935 ) 203,276
Provision for (benefit from) income taxes 26,453 25,827 ( 14,402 ) — 37,878
Net income (loss) 106,431 133,582 ( 69,680 ) ( 4,935 ) 165,398
Less: Dividends on preferred shares — — 3,709 — 3,709
Net income (loss) attributable to shareholders $ 106,431 $ 133,582 $ ( 73,389 ) $ ( 4,935 ) $ 161,689
______________________________________________________
(1) Includes servicing fees of $ 2,052 for the three months ended June 30, 2025 from the 2025 Partnership.
(2) Includes the profit elimination of $( 4,935 ) for the three months ended June 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
26
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
Three Months Ended June 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Africa $ 8,595 $ 17,000 $ — $ 25,595
Asia 54,211 39,327 — $ 93,538
Europe 83,257 126,444 — $ 209,701
North America 31,602 298,039 — $ 329,641
South America 8,301 9,461 — $ 17,762
Total revenues (1)
$ 185,966 $ 490,271 $ — $ 676,237
______________________________________________________
(1) The United States, included in North America, and Ireland, included in Europe, represent 38 % and 14 % of total revenues, respectively, based on the location of our lessees. No other country represents more than 10% of total revenues.
27
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
II. For the Six Months Ended June 30, 2025
Six Months Ended June 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Eliminations Total
Revenues
Aerospace products revenue $ — $ 685,111 $ — $ — $ 685,111
MRE Contract revenue — 170,223 — — 170,223
Lease income 130,879 — — — 130,879
Maintenance revenue 122,711 — — — 122,711
Asset sales revenue 66,854 — — — 66,854
Other revenue (1)
2,535 — 4 — 2,539
Total revenues $ 322,979 $ 855,334 $ 4 $ — $ 1,178,317
Expenses
Cost of sales 71,748 546,224 — — 617,972
Operating expenses 18,515 14,676 33,575 — 66,766
General and administrative — — 5,558 — 5,558
Acquisition and transaction expenses 3,482 2,546 5,753 — 11,781
Depreciation and amortization 105,484 7,288 2,026 — 114,798
Total expenses 199,229 570,734 46,912 — 816,875
Other income (expense)
Interest expense — — ( 126,005 ) — ( 126,005 )
Equity in (losses) earnings of unconsolidated entities (2)
( 1,559 ) 827 — ( 11,885 ) ( 12,617 )
Gain on sale to the 2025 Partnership 45,474 — — — 45,474
Other income 59,593 — 634 — 60,227
Total other income (expense) 103,508 827 ( 125,371 ) ( 11,885 ) ( 32,921 )
Income (loss) before income taxes 227,258 285,427 ( 172,279 ) ( 11,885 ) 328,521
Provision for (benefit from) income taxes 43,801 45,202 ( 28,266 ) — 60,737
Net income (loss) 183,457 240,225 ( 144,013 ) ( 11,885 ) 267,784
Less: Dividends on preferred shares — — 9,824 — 9,824
Less: Loss on redemption of preferred shares — — 6,327 — 6,327
Net income (loss) attributable to shareholders $ 183,457 $ 240,225 $ ( 160,164 ) $ ( 11,885 ) $ 251,633
______________________________________________________
(1) Includes servicing fees of $ 2,600 for the six months ended June 30, 2025 from the 2025 Partnership.
(2) Includes the profit elimination of $( 11,885 ) for the six months ended June 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
28
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
Six Months Ended June 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Africa $ 10,794 $ 26,482 $ — $ 37,276
Asia 86,352 82,286 4 $ 168,642
Europe 157,301 223,316 — $ 380,617
North America 49,865 505,471 — $ 555,336
South America 18,667 17,779 — $ 36,446
Total revenues (1)
$ 322,979 $ 855,334 $ 4 $ 1,178,317
______________________________________________________
(1) The United States, included in North America, and Ireland, included in Europe, represent 33 % and 16 % of total revenues, respectively, based on the location of our lessees. No other country represents more than 10% of total revenues.
Presented below are the contracted minimum future annual revenues to be received under existing operating leases as of June 30, 2025:
Operating Leases
Remainder of 2025 $ 91,960
2026 135,206
2027 114,153
2028 95,939
2029 66,769
Thereafter 91,318
Total $ 595,345
29
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
III. For the Three Months Ended June 30, 2024
Three Months Ended June 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Aerospace products revenue — 245,200 — 245,200
Lease income $ 60,759 $ — $ 9,995 $ 70,754
Maintenance revenue 51,187 — — 51,187
Asset sales revenue 72,433 — — 72,433
Other revenue 58 — 3,962 4,020
Total revenues $ 184,437 $ 245,200 $ 13,957 $ 443,594
Expenses
Cost of sales 58,969 146,888 — 205,857
Operating expenses 8,782 6,423 13,894 29,099
General and administrative — — 2,969 2,969
Acquisition and transaction expenses 1,969 525 5,525 8,019
Management fees and incentive allocation to affiliate — — 3,554 3,554
Internalization fee to affiliate — — 300,000 300,000
Depreciation and amortization 52,672 938 3,081 56,691
Total expenses 122,392 154,774 329,023 606,189
Other expense
Interest expense — — ( 55,196 ) ( 55,196 )
Loss on extinguishment of debt — — ( 13,920 ) ( 13,920 )
Equity in losses of unconsolidated entities ( 61 ) ( 633 ) — ( 694 )
Other (expense) income ( 911 ) — 413 ( 498 )
Total other expense ( 972 ) ( 633 ) ( 68,703 ) ( 70,308 )
Income (loss) before income taxes 61,073 89,793 ( 383,769 ) ( 232,903 )
Provision for (benefit from) income taxes 8,293 4,918 ( 26,244 ) ( 13,033 )
Net income (loss) 52,780 84,875 ( 357,525 ) ( 219,870 )
Less: Dividends on preferred shares — — 8,335 8,335
Net income (loss) attributable to shareholders $ 52,780 $ 84,875 $ ( 365,860 ) $ ( 228,205 )
Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
Three Months Ended June 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Africa $ 1,255 $ 2,585 $ — $ 3,840
Asia 33,642 28,530 13,957 76,129
Europe 107,573 104,900 — 212,473
North America 26,162 105,770 — 131,932
South America 15,805 3,415 — 19,220
Total revenues (1)
$ 184,437 $ 245,200 $ 13,957 $ 443,594
______________________________________________________
(1) The United States, included in North America, and Ireland, included in Europe, represent 29 % and 25 % of total revenues, respectively, based on the location of our lessees. No other country represents more than 10% of total revenues.
30
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
IV. For the Six Months Ended June 30, 2024
Six Months Ended June 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Aerospace products revenue $ — $ 434,257 $ — $ 434,257
Lease income 111,605 — 12,310 123,915
Maintenance revenue 96,977 — — 96,977
Asset sales revenue 111,040 — — 111,040
Other revenue 125 — 3,974 4,099
Total revenues $ 319,747 $ 434,257 $ 16,284 $ 770,288
Expenses
Cost of sales 90,858 257,803 — 348,661
Operating expenses 16,989 13,893 23,534 54,416
General and administrative — — 6,652 6,652
Acquisition and transaction expenses 4,730 771 8,697 14,198
Management fees and incentive allocation to affiliate — — 8,449 8,449
Internalization fee to affiliate — — 300,000 300,000
Depreciation and amortization 98,756 1,871 5,984 106,611
Asset impairment 962 — — 962
Total expenses 212,295 274,338 353,316 839,949
Other expense
Interest expense — — ( 102,903 ) ( 102,903 )
Loss on extinguishment of debt — — ( 13,920 ) ( 13,920 )
Equity in losses of unconsolidated entities ( 207 ) ( 1,154 ) — ( 1,361 )
Other (expense) income ( 542 ) — 678 136
Total other expense ( 749 ) ( 1,154 ) ( 116,145 ) ( 118,048 )
Income (loss) before income taxes 106,703 158,765 ( 453,177 ) ( 187,709 )
Provision for (benefit from) income taxes 11,326 7,457 ( 26,244 ) ( 7,461 )
Net income (loss) 95,377 151,308 ( 426,933 ) ( 180,248 )
Less: Dividends on preferred shares — — 16,670 16,670
Net income (loss) attributable to shareholders $ 95,377 $ 151,308 $ ( 443,603 ) $ ( 196,918 )
Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
Six Months Ended June 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
Revenues
Africa $ 2,123 $ 8,271 $ — $ 10,394
Asia 58,761 57,030 16,284 132,075
Europe 178,617 172,616 — 351,233
North America 47,009 187,142 — 234,151
South America 33,237 9,198 — 42,435
Total revenues (1)
$ 319,747 $ 434,257 $ 16,284 $ 770,288
______________________________________________________
(1) The United States, included in North America, and Ireland, included in Europe, represent 29 % and 20 % of total revenues, respectively, based on the location of our lessees. No other country represents more than 10% of total revenues.
31
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
V. Location of Long-Lived Assets
The following tables sets forth the geographic location of property, plant and equipment and leasing equipment, net:
June 30, 2025
(unaudited) December 31, 2024
Property, plant and equipment and leasing equipment, net
Africa $ 22,881 $ 37,369
Asia 419,001 596,547
Europe 756,237 1,038,176
North America 540,084 592,675
South America 221,397 216,414
Total property, plant and equipment and leasing equipment, net (1)
$ 1,959,600 $ 2,481,181
________________________________________________________
(1) The United States, included in North America, represents 21% of property, plant and equipment and leasing equipment, net as of June 30, 2025. The United States, included in North America, and Italy, included in Europe, represent 17 % and 12 % of property, plant and equipment and leasing equipment, net as of December 31, 2024, respectively. No other country represents more than 10% of property, plant and equipment and leasing equipment, net.
13. EARNINGS PER SHARE AND EQUITY
Basic earnings per ordinary share (“EPS”) is calculated by dividing net income 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 (unaudited):
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except share and per share data) 2025 2024 2025 2024
Net income (loss) $ 165,398 $ ( 219,870 ) $ 267,784 $ ( 180,248 )
Less: Dividends on preferred shares 3,709 8,335 9,824 16,670
Less: Loss on redemption of preferred shares — — 6,327 —
Net income (loss) attributable to shareholders $ 161,689 $ ( 228,205 ) $ 251,633 $ ( 196,918 )
Weighted Average Ordinary Shares Outstanding - Basic 102,558,777 100,958,524 102,555,644 100,602,214
Weighted Average Ordinary Shares Outstanding - Diluted 103,147,860 100,958,524 103,144,727 100,602,214
Earnings (loss) per share:
Basic $ 1.58 $ ( 2.26 ) $ 2.45 $ ( 1.96 )
Diluted $ 1.57 $ ( 2.26 ) $ 2.44 $ ( 1.96 )
For the three and six months ended June 30, 2025 and 2024 no shares have been excluded from the calculation of Diluted EPS, because the impact would be anti-dilutive.
During the six months ended June 30, 2025 and 2024, we issued 676 and 4,370 ordinary shares to certain directors as compensation.
14. 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. We believe the risk of loss in connection with such arrangements is remote.
32
FTAI AVIATION LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(Dollars in tables in thousands, unless otherwise noted)
15. RESTRUCTURING CHARGES
In connection with the Internalization and termination of the Management Agreement, the Company agreed to pay a total of $ 300.0 million to its Former Manager (for itself and on behalf of the Master GP, as applicable). At closing, the Company issued 1,866,949 ordinary shares valued at $ 150.0 million. The remaining balance was paid in cash on June 17, 2024. The restructuring charge paid in connection with the Internalization and termination of the Management Agreement is reflected in Internalization Fee to Affiliate expense in the Consolidated Statements of Operations for the three and six months ended June 30, 2024. There were no restructuring charges recorded for the three and six months ended June 30, 20 25.
16. SUBSEQUENT EVENTS
Dividends
On July 29, 2025, 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 June 30, 2025, payable on August 19, 2025 to the holders of record on August 12, 2025.
Additionally, on July 29, 2025, our Board of Directors also declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively, payable on August 15, 2025 to the holders of record on August 8, 2025 .
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.