FTAI Aviation Ltd. (FTAI)
SIC breadcrumb: Services > Business Services > SIC 7350 Services-Miscellaneous Equipment Rental & Leasing
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1590364. Latest filing source: 0001628280-26-012940.
Informational only - descriptive public-record data, not investment advice.
Business
Read FTAI's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read FTAI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,507,409,000 | USD | 2025 | 2026-02-27 |
| Net income | 501,064,000 | USD | 2025 | 2026-02-27 |
| Assets | 4,373,758,000 | USD | 2025 | 2026-02-27 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001590364.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 335,583,000 | 708,411,000 | 1,170,896,000 | 1,734,901,000 | 2,507,409,000 | |||||||
| Net income | -40,598,000 | -23,240,000 | -15,704,000 | 207,784,000 | -103,692,000 | -130,706,000 | -212,027,000 | 243,817,000 | 8,682,000 | 501,064,000 | ||
| Diluted EPS | 0.15 | -0.18 | -0.26 | 0.00 | 0.07 | 2.11 | -0.32 | 4.60 | ||||
| Operating cash flow | 30,903,000 | 68,497,000 | 133,697,000 | 151,043,000 | 63,106,000 | -22,044,000 | -20,657,000 | 128,982,000 | -187,956,000 | -310,745,000 | ||
| Capital expenditures | 57,371,000 | 116,031,000 | 229,963,000 | 331,171,000 | 264,829,000 | 157,332,000 | 144,196,000 | 6,148,000 | 9,220,000 | 27,712,000 | ||
| Dividends paid | 100,058,000 | 110,584,000 | 113,541,000 | 113,572,000 | 118,009,000 | 128,483,000 | 119,847,000 | 121,577,000 | 128,205,000 | |||
| Assets | 1,547,312,000 | 1,955,806,000 | 2,638,778,000 | 3,236,922,000 | 3,387,977,000 | 4,863,854,000 | 2,429,577,000 | 2,964,685,000 | 4,037,952,000 | 4,373,758,000 | ||
| Liabilities | 381,632,000 | 920,731,000 | 1,584,996,000 | 1,898,065,000 | 2,288,656,000 | 3,739,754,000 | 2,410,175,000 | 2,788,802,000 | 3,956,584,000 | 4,039,584,000 | ||
| Stockholders' equity | 175,349,000 | 81,368,000 | 334,174,000 | |||||||||
| Cash and cash equivalents | 68,055,000 | 59,400,000 | 99,601,000 | 226,512,000 | 121,703,000 | 138,206,000 | 33,565,000 | 90,756,000 | 115,116,000 | 300,476,000 | ||
| Free cash flow | -26,468,000 | -47,534,000 | -96,266,000 | -180,128,000 | -201,723,000 | -179,376,000 | -164,853,000 | 122,834,000 | -197,176,000 | -338,457,000 |
Ratios
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | -38.95% | -29.93% | 20.82% | 0.50% | 19.98% | |||||||
| Return on equity | 139.05% | 10.67% | 149.94% | |||||||||
| Return on assets | -2.62% | -1.19% | -0.60% | 6.42% | -3.06% | -2.69% | -8.73% | 8.22% | 0.22% | 11.46% | ||
| Liabilities / equity | 15.90 | 48.63 | 12.09 | |||||||||
| Current ratio | 3.69 | 3.53 | 5.28 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-012940; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-012940; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-012940; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012940; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001590364.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2019-Q3 | 2019-09-30 | 0.30 | reported discrete quarter | ||
| 2022-Q1 | 2022-03-31 | -2.30 | reported discrete quarter | ||
| 2022-Q2 | 2022-06-30 | 0.11 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 291,096,000 | 32,973,000 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 312,737,000 | 110,025,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 326,694,000 | 31,287,000 | 0.31 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 443,594,000 | -228,205,000 | -2.26 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 465,794,000 | 78,147,000 | 0.76 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 498,819,000 | 86,692,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 502,080,000 | 89,944,000 | 0.87 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 676,237,000 | 161,689,000 | 1.57 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 667,064,000 | 114,009,000 | 1.10 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 662,028,000 | 111,852,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 830,697,000 | 134,190,000 | 1.29 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 953,085,000 | 117,585,000 | 1.13 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001628280-26-051412; filed 2026-07-31. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001628280-26-051412; filed 2026-07-31. Concept: NetIncomeLossAvailableToCommonStockholdersBasic. Source concepts: us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001628280-26-051412; filed 2026-07-31. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-051412.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Aviation Ltd. (the “Company,” “we,” “our” or “us”). Our MD&A should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes, and with Part II, Item 1A, “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are a leading independent engine maintenance platform focused on the CFM56-5B, CFM56-7B and V2500 aircraft engines which power the 737NG and A320ceo aircraft. We repair and rebuild engines in our maintenance facilities and with our joint venture partners, and sell or lease the engines to airlines and asset owners around the world. Our primary business model is to sell engines via exchange through our proprietary Maintenance, Repair and Exchange (“MRE”) model which is reported under our Aerospace Products segment.
We also own and manage a portfolio of on- and off-lease aircraft and engines through our Aviation Leasing segment. While historically these investment activities have been primarily held on balance sheet, at the end of 2024, we launched our Strategic Capital Initiative, which consists of an asset management business that manages third-party capital to invest in on-lease aircraft. We expect our primary investment activities to be through our Strategic Capital Initiative going forward.
As of June 30, 2026, we had total consolidated assets of $4.5 billion and total equity of $404.0 million.
Internalization of Management
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; (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 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, including the allocated cost of, among other things, overhead, employee wages and compensation, rent and related real estate expenses and actually incurred out-of-pocket expenses, plus a mark-up of ten percent (10%).
Strategic Capital Initiative
On December 30, 2024, we announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors. The Strategic Capital Initiative, and its related partnerships, allows us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale. The first partnership under the initiative (the “2025 Partnership”) focuses on acquiring 737NG and A320ceo aircraft. The 2025 Partnership completed its fundraise in October 2025 with $2.0 billion of equity commitments.
The 2025 Partnership, and follow-on partnerships, is the primary buyer of on-lease 737NG and A320ceo aircraft. The Company, as the Servicer, provides aircraft management services to the 2025 Partnership, and the Company receives customary, market-based compensation for providing such services. The Company made minority capital commitments to the 2025 Partnership in the same proportion relative to additional third-party institutional investors.
Operating Segments
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) Aerospace Products and (ii) Aviation Leasing. The Aerospace Products segment, through our maintenance facilities and joint ventures, among other investments, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines. 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.
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 offshore energy related assets, which consist of equipment that support offshore oil and gas activities and production, and expenses relating to FTAI Power.
33
Adjusted EBITDA (Non-GAAP)
Besides net income (loss), the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, utilizes Adjusted EBITDA as a key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
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 preferred shares and capital lease obligations, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense and dividends on preferred shares, internalization fee to affiliate, (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, if any.
34
Results of Operations
Comparison of the three and six months ended June 30, 2026 and 2025
The following table presents our consolidated results of operations:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Revenues | ||||||||||||||||||||||
| Aerospace products revenue | $ | 692,229 | $ | 420,686 | $ | 271,543 | $ | 1,214,814 | $ | 685,111 | $ | 529,703 | ||||||||||
| MRE Contract revenue | 182,799 | 69,585 | 113,214 | 404,029 | 170,223 | 233,806 | ||||||||||||||||
| Lease income | 27,765 | 62,439 | (34,674) | 67,657 | 130,879 | (63,222) | ||||||||||||||||
| Maintenance revenue | 25,793 | 73,104 | (47,311) | 56,392 | 122,711 | (66,319) | ||||||||||||||||
| Asset sales revenue | 16,925 | 47,915 | (30,990) | 27,109 | 66,854 | (39,745) | ||||||||||||||||
| Other revenue (1) | 7,574 | 2,508 | 5,066 | 13,781 | 2,539 | 11,242 | ||||||||||||||||
| Total revenues | 953,085 | 676,237 | 276,848 | 1,783,782 | 1,178,317 | 605,465 | ||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Cost of sales | 635,782 | 369,258 | 266,524 | 1,160,050 | 617,972 | 542,078 | ||||||||||||||||
| Operating expenses | 67,567 | 34,328 | 33,239 | 132,554 | 66,766 | 65,788 | ||||||||||||||||
| General and administrative | 2,245 | 2,442 | (197) | 4,658 | 5,558 | (900) | ||||||||||||||||
| Acquisition and transaction expenses | 5,699 | 4,489 | 1,210 | 22,060 | 11,781 | 10,279 | ||||||||||||||||
| Depreciation and amortization | 46,986 | 55,236 | (8,250) | 99,275 | 114,798 | (15,523) | ||||||||||||||||
| Total expenses | 758,279 | 465,753 | 292,526 | 1,418,597 | 816,875 | 601,722 | ||||||||||||||||
| Other (expense) income | ||||||||||||||||||||||
| Interest expense | (64,102) | (63,965) | (137) | (125,509) | (126,005) | 496 | ||||||||||||||||
| Equity in earnings (losses) of unconsolidated entities (2) | 9,970 | (5,003) | 14,973 | 7,607 | (12,617) | 20,224 | ||||||||||||||||
| Gain on sale to the 2025 Partnership | 2,465 | 34,604 | (32,139) | 17,633 | 45,474 | (27,841) | ||||||||||||||||
| Other income | 7,574 | 27,156 | (19,582) | 55,156 | 60,227 | (5,071) | ||||||||||||||||
| Total other expense | (44,093) | (7,208) | (36,885) | (45,113) | (32,921) | (12,192) | ||||||||||||||||
| Income before income taxes | 150,713 | 203,276 | (52,563) | 320,072 | 328,521 | (8,449) | ||||||||||||||||
| Provision for income taxes | 25,619 | 37,878 | (12,259) | 57,079 | 60,737 | (3,658) | ||||||||||||||||
| Net income | 125,094 | 165,398 | (40,304) | 262,993 | 267,784 | (4,791) | ||||||||||||||||
| Less: Dividends on preferred shares | 3,709 | 3,709 | — | 7,418 | 9,824 | (2,406) | ||||||||||||||||
| Less: Loss on redemption of preferred shares | 3,800 | — | 3,800 | 3,800 | 6,327 | (2,527) | ||||||||||||||||
| Net income attributable to shareholders | $ | 117,585 | $ | 161,689 | $ | (44,104) | $ | 251,775 | $ | 251,633 | $ | 142 |
(1)Includes servicing fees of $6,988 and $12,849 for the three and six months ended June 30, 2026, respectively (2025 - $2,052 and $2,600, respectively), from the 2025 Partnership.
(2)Includes the profit elimination of $(6,597) and $(16,597) for the three and six months ended June 30, 2026, respectively (2025 - $(4,935) and $(11,885), respectively), for sales to the 2025 Partnership.
35
The following table sets forth a reconciliation of net income (loss) attributable to shareholders to Adjusted EBITDA:
[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Aviation Ltd. (the “Company,” “we,” “our” or “us”). Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion of our cash flows for 2025 compared to 2024 is included in our Annual Report on Form 10-K for the year ended December 31, 2025, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a leading independent engine maintenance platform focused on the CFM56-5B, CFM56-7B and V2500 aircraft engines which power the 737NG and A320ceo aircraft. We repair and rebuild engines in our maintenance facilities and with our joint venture partners, and sell or lease the engines to airlines and asset owners around the world. Our primary business model is to sell or lease engines via exchange through our proprietary Maintenance, Repair and Exchange (“MRE”) model which is reported under our Aerospace Products segment.
We also own and manage a portfolio of on- and off-lease aircraft and engines through our Aviation Leasing segment. While historically these investment activities have been primarily held on balance sheet, at the end of 2024, we launched our Strategic Capital Initiative, which consists of an asset management business that manages third-party capital to invest in on-lease aircraft and engines. We expect our primary investment activities to be through our Strategic Capital Initiative going forward.
As of December 31, 2025, we had total consolidated assets of $4.4 billion and total equity of $334.2 million.
Internalization of Management
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 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, including the allocated cost of, among other things, overhead, employee wages and compensation, rent and related real estate expenses and actually incurred out-of-pocket expenses, plus a mark-up of ten percent (10%).
Impact of Russia’s Invasion of Ukraine
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 aircraft 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 for the year ended December 31, 2022, 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, 2025, eight aircraft and seventeen engines were still located in Russia.
Our lessees are required to provide insurance coverage with respect to leased aircraft and engines, and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. The insured value of the aircraft and engines that remain in Russia is $210.7 million. We intend to pursue all of our claims under these policies. However, the timing and amount of any recoveries under these policies are uncertain.
The extent of the impact of Russia’s invasion of Ukraine and the related sanctions on our results, including the ability for us to recover our leasing equipment in the region, will depend on future developments, including the duration of the conflict, sanctions and restrictions imposed by Russian and international governments, all of which remain uncertain.
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Strategic Capital Initiative
On December 30, 2024, we announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors. The Strategic Capital Initiative, and its related partnerships, allows us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale. The first partnership under the initiative (the “2025 Partnership”) focuses on acquiring 737NG and A320ceo aircraft. The 2025 Partnership completed its fundraise in October 2025 with $2.0 billion of equity commitments.
The 2025 Partnership, and follow-on partnerships, is the primary buyer of all future on-lease 737NG and A320ceo aircraft. The Company, as the Servicer, provides aircraft management services to the 2025 Partnership, and the Company receives customary, market-based compensation for providing such services. 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.
Operating Segments
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) Aerospace Products and (ii) Aviation Leasing. The Aerospace Products segment, through our maintenance facilities and joint ventures, among other investments, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines. 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.
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 offshore energy related assets, which consist of equipment that support offshore oil and gas activities and production.
Adjusted EBITDA (Non-GAAP)
Besides net income (loss), the chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as a key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
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 preferred shares and capital lease obligations, asset impairment charges, incentive allocations, depreciation and amortization expense, dividends on preferred shares and interest expense, internalization fee to affiliate, (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, if any.
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Results of Operations
The following table presents our consolidated results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Revenues | ||||||||||||||||||
| Aerospace products revenue | $ | 1,600,456 | $ | 1,079,821 | $ | 454,970 | $ | 520,635 | $ | 624,851 | ||||||||
| MRE Contract revenue | 335,788 | — | — | 335,788 | — | |||||||||||||
| Lease income | 235,210 | 255,338 | 207,936 | (20,128) | 47,402 | |||||||||||||
| Maintenance revenue | 218,499 | 200,809 | 191,347 | 17,690 | 9,462 | |||||||||||||
| Asset sales revenue | 106,945 | 192,176 | 303,141 | (85,231) | (110,965) | |||||||||||||
| Other revenue (1) | 10,511 | 6,757 | 13,502 | 3,754 | (6,745) | |||||||||||||
| Total revenues | 2,507,409 | 1,734,901 | 1,170,896 | 772,508 | 564,005 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 1,349,719 | 825,884 | 502,132 | 523,835 | 323,752 | |||||||||||||
| Operating expenses | 152,541 | 115,861 | 110,163 | 36,680 | 5,698 | |||||||||||||
| General and administrative | 9,478 | 14,263 | 13,700 | (4,785) | 563 | |||||||||||||
| Acquisition and transaction expenses | 28,587 | 32,296 | 15,194 | (3,709) | 17,102 | |||||||||||||
| Management fees and incentive allocation to affiliate | — | 8,449 | 18,037 | (8,449) | (9,588) | |||||||||||||
| Internalization fee to affiliate | — | 300,000 | — | (300,000) | 300,000 | |||||||||||||
| Depreciation and amortization | 225,797 | 218,064 | 169,877 | 7,733 | 48,187 | |||||||||||||
| Asset impairment | — | 962 | 2,121 | (962) | (1,159) | |||||||||||||
| Gain on sale of assets, net | — | (18,705) | — | 18,705 | (18,705) | |||||||||||||
| Total expenses | 1,766,122 | 1,497,074 | 831,224 | 269,048 | 665,850 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Interest expense | (247,751) | (221,721) | (161,639) | (26,030) | (60,082) | |||||||||||||
| Loss on extinguishment of debt | — | (17,101) | — | 17,101 | (17,101) | |||||||||||||
| Equity in losses of unconsolidated entities (2) | (6,818) | (2,200) | (1,606) | (4,618) | (594) | |||||||||||||
| Gain on sale to the 2025 Partnership | 46,380 | — | — | 46,380 | — | |||||||||||||
| Other income | 73,586 | 17,364 | 7,590 | 56,222 | 9,774 | |||||||||||||
| Total other expense | (134,603) | (223,658) | (155,655) | 89,055 | (68,003) | |||||||||||||
| Income before income taxes | 606,684 | 14,169 | 184,017 | 592,515 | (169,848) | |||||||||||||
| Provision for (benefit from) income taxes | 105,620 | 5,487 | (59,800) | 100,133 | 65,287 | |||||||||||||
| Net income | 501,064 | 8,682 | 243,817 | 492,382 | (235,135) | |||||||||||||
| Less: Dividends on preferred shares | 17,243 | 32,763 | 31,795 | (15,520) | 968 | |||||||||||||
| Less: Loss on redemption of preferred shares | 6,327 | 7,998 | — | (1,671) | 7,998 | |||||||||||||
| Net income (loss) attributable to shareholders | $ | 477,494 | $ | (32,079) | $ | 212,022 | $ | 509,573 | $ | (244,101) |
(1) Includes servicing fees of $10,150 for the year ended December 31, 2025 from the 2025 Partnership.
(2) Includes the profit elimination of $(22,829) for the year ended December 31, 2025 for sales to the 2025 Partnership.
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The following table sets forth a reconciliation of net (loss) income attributable to shareholders from continuing operations to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Net income (loss) attributable to shareholders | $ | 477,494 | $ | (32,079) | $ | 212,022 | $ | 509,573 | $ | (244,101) | ||||||||
| Add: Provision for (benefit from) income taxes | 105,620 | 5,487 | (59,800) | 100,133 | 65,287 | |||||||||||||
| Add: Equity-based compensation expense | 21,733 | 6,006 | 1,638 | 15,727 | 4,368 | |||||||||||||
| Add: Acquisition and transaction expenses | 28,587 | 32,296 | 15,194 | (3,709) | 17,102 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | 6,327 | 25,099 | — | (18,772) | 25,099 | |||||||||||||
| Add: Asset impairment charges | — | 962 | 2,121 | (962) | (1,159) | |||||||||||||
| Add: Incentive allocations | — | 7,456 | 17,116 | (7,456) | (9,660) | |||||||||||||
| Add: Depreciation & amortization expense (1) | 267,639 | 262,031 | 213,641 | 5,608 | 48,390 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 264,994 | 254,484 | 193,434 | 10,510 | 61,050 | |||||||||||||
| Add: Internalization fee to affiliate | — | 300,000 | — | (300,000) | 300,000 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 34,539 | (1,892) | 310 | 36,431 | (2,202) | |||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities (3) | (16,011) | 2,200 | 1,606 | (18,211) | 594 | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 1,190,922 | $ | 862,050 | $ | 597,282 | $ | 328,872 | $ | 264,768 |
(1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) depreciation and amortization expense of $225,797, $218,064 and $169,877, (ii) lease intangible amortization of $6,710, $15,597 and $15,126 and (iii) amortization for lease incentives of $35,132, $28,370 and $28,638, respectively.
(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income of $16,011, net loss of $2,200 and $1,606, (ii) interest expense of $6,899 $0 and $0, (iii) depreciation and amortization expense of $10,932, $308 and $1,488, (iv) acquisition and transaction expense of $769, $0 and $428 and (v) tax benefit of $72, $0 and $0, respectively.
(3) Excludes the profit elimination of $22,829 for the year ended December 31, 2025 for sales to the 2025 Partnership.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues increased by $772.5 million, driven by the following:
•Aerospace products revenue increased by $520.6 million, primarily due to a $499.7 million increase in CFM56-5B, CFM56-7B and V2500 engine and module sales, as well as a $4.8 million increase in other maintenance service revenues.
•MRE Contract revenue increased by $335.8 million, due to engine and module sales made to the 2025 Partnership.
•Asset sales revenue decreased by $85.2 million, primarily due to change in product mix of assets sold in the current period as compared to the prior period. Specifically, the number of engines sold in the prior period was higher than the current period.
Expenses
Total expenses increased by $269.0 million, driven by the following:
•Cost of sales increased by $523.8 million, primarily due to increases in CFM56-5B, CFM56-7B and V2500 engine and module sales, and parts inventory sales, which directly corresponds to components of increases in Aerospace products revenue over the same period.
•Operating expenses increased by $36.7 million, primarily due to higher compensation and benefits expense incurred during the current year.
•Internalization fee to affiliate decreased by $300.0 million relating to the Internalization effective May 28, 2024.
Other expense
Total other expense increased by $89.1 million due to the following:
•Other income increased by $56.2 million, primarily due to a $54.3 million insurance settlement related to aircraft and engines located in Russia.
•Gain on sale to the 2025 Partnership increased by $46.4 million, primarily resulting from the sale of 45 aircraft to the 2025 Partnership within the Aviation Leasing Segment.
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•Loss on debt extinguishment decreased by $17.1 million, driven by the 2024 redemption of Senior Notes due 2025 and Senior Notes due 2027.
•Interest expense increased by $26.0 million, reflecting increases in interest expense in (i) the 7.00% Senior Notes due 2032 of $26.0 million, (ii) the 5.875% Senior Notes due 2033 of $22.7 million, and (iii) the 7.00% Senior Notes due 2031 of $13.8 million. These were partially offset by decreases in interest expense in (i) the 9.75% senior notes due 2027 of $22.3 million, and (ii) the 6.5% senior notes due 2025 of $13.0 million.
Provision for (benefit from) income taxes
The Provision for income taxes increased $100.1 million, primarily driven by the higher income generated in the Aerospace Products segment within taxable jurisdictions for the twelve months ended December 31, 2025, and the higher income generated in the Aviation Leasing segment within taxable jurisdictions for the twelve months ended December 31, 2025.
Net income (loss)
Net income increased by $492.4 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $328.9 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2024 and 2023
Total revenues increased by $564.0 million, driven by the following:
•Aerospace products revenue increased by $624.9 million, primarily due to a $546.0 million increase in CFM56-7B, CFM56-5B and V2500 engine and module sales, a $28.5 million increase in parts inventory sales, and other revenues of $47.7 million from the QuickTurn and LMCES acquisitions.
•Lease income increased by $47.4 million, primarily due to an increase in engine lease revenue of $37.3 million and an increase in aircraft lease revenue of $17.5 million, driven by an increased number of aircraft and engines on lease. This was partially offset by a decrease of $7.3 million in the Offshore Energy business driven by one of our vessels having fewer days on-hire in 2024 compared to 2023, as well as the sale of the two vessels during 2024.
•Maintenance revenue increased by $9.5 million. Engine maintenance revenue increased by $43.2 million, driven by an increased number of engines on lease in 2024 as compared to 2023. This increase was partially offset by a decrease in aircraft maintenance revenue of $32.7 million, primarily due to $20.1 million of higher maintenance reserves taken into revenue in 2023, partially offset by an increased number of aircraft on lease in 2024.
•Asset sales revenue decreased by $111.0 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines. Specifically, three aircraft and 14 engines were sold in 2024 as compared to 13 aircraft and 41 engines sold in 2023.
•Other revenue decreased by $6.7 million, primarily due to a decrease in assets with end-of-lease redelivery compensation. During 2024, one aircraft and three engines had end-of-lease redelivery compensation, as compared to eight aircraft and four engines in 2023.
Expenses
Total expenses increased $665.9 million, driven by the following:
•Cost of sales increased by $323.8 million, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period. This was partially offset by a decrease of $69.9 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines, which is in line with an overall decrease in the corresponding asset sales revenue.
•Internalization fee to affiliate increased by $300.0 million relating to the Internalization effective May 28, 2024.
•Depreciation and amortization increased by $48.2 million, primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered.
•Acquisition and transaction expenses increased by $17.1 million, primarily due to higher professional fees incurred in evaluating and completing strategic transactions and fees associated with the Internalization and the acquisition of LMCES in Q3 2024.
•Operating expenses increased by $5.7 million, primarily due to the acquisition of LMCES in Q3 2024.
•Gain on sale of assets, net increased $18.7 million driven by the sale of two vessels within the Offshore Energy business during the fourth quarter of 2024.
•Management fees and incentive allocation to affiliate decreased by $9.6 million, due to a decrease in management and incentive fees to the Former Manager during 2024, with the Internalization effective May 28, 2024.
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Other income (expense)
Total other expense increased by $68.0 million due to the following:
•Interest expense increased by $60.1 million, reflecting an increase in the average debt outstanding of approximately $779.3 million, primarily due to increases in (i) the Senior Notes due 2030 of $414.1 million, issued in November 2023 (ii) Senior Notes due 2031 of $525.0 million, issued in April 2024 (iii) Senior Notes due 2032 of $466.7 million, issued in June 2024, (iv) Senior Notes due 2033 of $124.4 million, issued in October 2024, partially offset by decreases in the (v) Senior Notes due 2025 of $489.6 million, which were redeemed in April 2024, (vi) Senior Notes due 2027 of $189.8 million, which were fully redeemed in October 2024, and the (vii) Revolving Credit Facility of $70.4 million.
•Loss on extinguishment of debt increased by $17.1 million, primarily due to the redemption of the Senior Notes due 2025 and Senior Notes due 2027.
•Other income increased by $9.8 million, primarily driven by a $10.8 million insurance settlement received within our Aviation Leasing Segment.
Provision for (benefit from) income taxes
The Provision for income taxes increased $65.3 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from leasing and Aerospace Products activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes. This increase was partially offset by the tax benefit from the Internalization fee paid to the affiliate.
Net income (loss) from continuing operations
Net income from continuing operations decreased by $235.1 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $264.8 million, primarily due to the changes noted above.
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Aerospace Products Segment
The Aerospace Products segment, through our maintenance facilities and joint ventures, among other investments, develops and manufactures, repairs/refurbishes, and sells aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B, and V2500 commercial aircraft engines. Our engine, module, and parts sales are facilitated through a dedicated commercial maintenance program designed to focus on modular and parts repair and refurbishment of CFM56-7B and CFM56-5B engines. In addition, other serviceable used modules and parts are sold through our exclusive partnership, which is responsible for the teardown, repair, marketing, and sales of parts from our CFM56 engine pool. On December 30, 2025, the Company announced the launch of FTAI Power, a platform focused on converting CFM56 engines to power turbines.
In 2023, we acquired the remaining interest in Quick Turn Engine Center LLC (“QuickTurn”), a dedicated hospital maintenance and testing facility specializing in the CFM56-7B and CFM56-5B engines.
In 2024, we acquired Lockheed Martin Commercial Engine Solutions (“LMCES”) to establish permanent engine and module manufacturing capabilities.
In 2025, we entered into an agreement within our MRE business to supply replacement aircraft engines and modules for the life of the 2025 Partnership. We also acquired Pacific Aerodynamic Inc. (“Pac Aero”), a specialist in CFM56 compressor blade and vane repairs, expanding our repair capabilities, and the MRE business of AerotechOPS (“ATOPS”), expanding our MRE business in Miami.
Additionally, we maintain a (i) 25% equity interest in the Advanced Engine Repair joint venture, which focuses on developing innovative cost-saving programs for engine repairs, and a (ii) 50% equity interest in QuickTurn Europe, which operates as a dedicated maintenance, repair, and overhaul facility for CFM56 engines.
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Revenues | ||||||||||||||||||
| Aerospace products revenue | $ | 1,600,456 | $ | 1,079,821 | $ | 454,970 | $ | 520,635 | $ | 624,851 | ||||||||
| MRE Contract Revenue | 335,788 | — | — | 335,788 | — | |||||||||||||
| Total Revenues | 1,936,244 | 1,079,821 | 454,970 | 856,423 | 624,851 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 1,240,368 | 673,907 | 280,280 | 566,461 | 393,627 | |||||||||||||
| Operating expenses | 34,514 | 23,818 | 20,459 | 10,696 | 3,359 | |||||||||||||
| Acquisition and transaction expenses | 3,198 | 4,906 | 1,722 | (1,708) | 3,184 | |||||||||||||
| Depreciation and amortization | 15,764 | 6,630 | 661 | 9,134 | 5,969 | |||||||||||||
| Total expenses | 1,293,844 | 709,261 | 303,122 | 584,583 | 406,139 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in earnings (losses) of unconsolidated entities | 2,896 | (1,993) | (1,458) | 4,889 | (535) | |||||||||||||
| Other income | 5,441 | — | 5,347 | 5,441 | (5,347) | |||||||||||||
| Total other income (expense) | 8,337 | (1,993) | 3,889 | 10,330 | (5,882) | |||||||||||||
| Income before income taxes | 650,737 | 368,567 | 155,737 | 282,170 | 212,830 | |||||||||||||
| Provision for (benefit from) income taxes | 102,391 | 22,221 | (24,440) | 80,170 | 46,661 | |||||||||||||
| Net income attributable to shareholders | $ | 548,346 | $ | 346,346 | $ | 180,177 | $ | 202,000 | $ | 166,169 |
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Net income attributable to shareholders | $ | 548,346 | $ | 346,346 | $ | 180,177 | $ | 202,000 | $ | 166,169 | ||||||||
| Add: Provision for (benefit from) income taxes | 102,391 | 22,221 | (24,440) | 80,170 | 46,661 | |||||||||||||
| Add: Equity-based compensation expense | 671 | 309 | 225 | 362 | 84 | |||||||||||||
| Add: Acquisition and transaction expenses | 3,198 | 4,906 | 1,722 | (1,708) | 3,184 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 15,764 | 6,630 | 661 | 9,134 | 5,969 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | 3,778 | (1,769) | 206 | 5,547 | (1,975) | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | (2,896) | 1,993 | 1,458 | (4,889) | 535 | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 671,252 | $ | 380,636 | $ | 160,009 | $ | 290,616 | $ | 220,627 |
(1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income of $2,896, net loss of $1,993 and net loss of $1,458 (ii) depreciation and amortization of $954, $224 and $1,236 (iii) acquisition and transaction expense of $0, $0, and $428 and (iv) tax benefit of $72, $0 and $0, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues increased by $856.4 million, due to the following:
•Aerospace Products revenue increased by $520.6 million, primarily due to a $499.7 million increase in CFM56-5B, CFM56-7B and V2500 engine and module sales, as well as a $4.8 million increase in other maintenance service revenues.
•MRE Contract revenue increased by $335.8 million, primarily due to an increase in engine and module sales made to the 2025 Partnership.
Expenses
Total expenses increased by $584.6 million, due to the following:
•Cost of sales increased by $566.5 million, primarily due to increases in CFM56-5B, CFM56-7B and V2500 engine and module sales and parts inventory sales, which directly corresponds to components of increases in Aerospace products revenue over the same period.
•Operating expenses increased by $10.7 million, primarily due to higher compensation and benefits expense due to the acquisition of LMCES.
•Depreciation and amortization increased by $9.1 million due to the acquisition of LMCES in the third quarter of 2024.
Provision for (benefit from) income taxes
The Provision for income taxes increased by $80.2 million, primarily due to the increase in income discussed above from Aerospace Products activities in jurisdictions subject to taxes.
Net income
Net income increased by $202.0 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $290.6 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total Aerospace products revenue increased by $624.9 million, primarily due to a $546.0 million increase in CFM56-7B, CFM56-5B and V2500 engine and module sales, a $28.5 million increase in parts inventory sales, and other revenues of $47.7 million from the QuickTurn and LMCES acquisitions.
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Expenses
Total expenses increased by $406.1 million, due to the following:
•Cost of sales increased by $393.6 million, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period.
•Depreciation and amortization increased by $6.0 million due to the acquisitions of LMCES in Q3 2024 and QuickTurn in Q4 2023.
•Operating expenses increased by $3.4 million, primarily due to the acquisition of LMCES in Q3 2024.
•Acquisition and transaction expenses increased by $3.2 million, primarily driven by higher professional fees incurred in evaluating and completing strategic transactions
Provision for (benefit from) income taxes
The Provision for income taxes increased by $46.7 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from Aerospace Products activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Net income
Net income increased by $166.2 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $220.6 million, primarily due to the changes noted above.
Aviation Leasing Segment
As of December 31, 2025, in our Aviation Leasing segment, we own and manage 290 aviation assets, consisting of 47 commercial aircraft and 243 engines, including eight aircraft and seventeen engines that were still located in Russia.
As of December 31, 2025, 37 of our commercial aircraft and 143 of our engines were leased to operators or other third parties. Aviation assets currently off lease are either undergoing repair and/or maintenance, being prepared to go on lease or held in short term storage awaiting a future lease. Our aviation equipment was approximately 77% utilized during the three months ended December 31, 2025, based on the percent of days on-lease in the quarter weighted by the monthly average equity value of our aviation leasing equipment, excluding airframes. Our aircraft currently have a weighted average remaining lease term of 44 months, and our engines currently on-lease have an average remaining lease term of 38 months. The table below provides additional information on the assets in our Aviation Leasing segment, including transfers which involve aircraft breakdowns, engine transfers from leasing equipment to inventory for manufacturing and sales, and engine transfers from inventory to leasing equipment for rebuilding and sales:
| Aviation Assets | Widebody | Narrowbody | Total | ||||
|---|---|---|---|---|---|---|---|
| Aircraft | |||||||
| Assets at January 1, 2025 | 5 | 104 | 109 | ||||
| Purchases | — | 28 | 28 | ||||
| Sales | — | (47) | (47) | ||||
| Transfers | — | (43) | (43) | ||||
| Assets at December 31, 2025 | 5 | 42 | 47 | ||||
| Engines | |||||||
| Assets at January 1, 2025 | 23 | 289 | 312 | ||||
| Purchases | — | 113 | 113 | ||||
| Sales | (5) | (216) | (221) | ||||
| Transfers | — | 39 | 39 | ||||
| Assets at December 31, 2025 | 18 | 225 | 243 |
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The following table presents our results of operations for our Aviation Leasing segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 235,210 | $ | 234,411 | $ | 179,704 | $ | 799 | $ | 54,707 | ||||||||
| Maintenance revenue | 218,499 | 200,809 | 191,347 | 17,690 | 9,462 | |||||||||||||
| Asset sales revenue | 106,945 | 192,176 | 303,141 | (85,231) | (110,965) | |||||||||||||
| Other revenue (1) | 10,507 | 1,041 | 7,419 | 9,466 | (6,378) | |||||||||||||
| Total revenues | 571,161 | 628,437 | 681,611 | (57,276) | (53,174) | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 109,351 | 151,977 | 221,852 | (42,626) | (69,875) | |||||||||||||
| Operating expenses | 37,307 | 35,495 | 37,876 | 1,812 | (2,381) | |||||||||||||
| Acquisition and transaction expenses | 9,182 | 9,740 | 7,150 | (558) | 2,590 | |||||||||||||
| Depreciation and amortization | 205,687 | 201,497 | 158,354 | 4,190 | 43,143 | |||||||||||||
| Asset impairment | — | 962 | 2,121 | (962) | (1,159) | |||||||||||||
| Total expenses | 361,527 | 399,671 | 427,353 | (38,144) | (27,682) | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | 13,115 | (207) | (148) | 13,322 | (59) | |||||||||||||
| Gain on sale to the 2025 Partnership | 46,380 | — | — | 46,380 | — | |||||||||||||
| Other income | 64,455 | 14,669 | 1,300 | 49,786 | 13,369 | |||||||||||||
| Total other income | 123,950 | 14,462 | 1,152 | 109,488 | 13,310 | |||||||||||||
| Income before income taxes | 333,584 | 243,228 | 255,410 | 90,356 | (12,182) | |||||||||||||
| Provision for (benefit from) income taxes | 62,232 | 32,979 | (36,193) | 29,253 | 69,172 | |||||||||||||
| Net income attributable to shareholders | $ | 271,352 | $ | 210,249 | $ | 291,603 | $ | 61,103 | $ | (81,354) |
(1) Includes servicing fees of $10,150 for the year ended December 31, 2025 from the 2025 Partnership.
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Net income attributable to shareholders | $ | 271,352 | $ | 210,249 | $ | 291,603 | $ | 61,103 | $ | (81,354) | ||||||||
| Add: Provision for (benefit from) income taxes | 62,232 | 32,979 | (36,193) | 29,253 | 69,172 | |||||||||||||
| Add: Equity-based compensation expense | 971 | 584 | 337 | 387 | 247 | |||||||||||||
| Add: Acquisition and transaction expenses | 9,182 | 9,740 | 7,150 | (558) | 2,590 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | 962 | 2,121 | (962) | (1,159) | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense (1) | 247,529 | 245,464 | 202,118 | 2,065 | 43,346 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 30,761 | (123) | 104 | 30,884 | (227) | |||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities | (13,115) | 207 | 148 | (13,322) | 59 | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 608,912 | $ | 500,062 | $ | 467,388 | $ | 108,850 | $ | 32,674 |
(1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) depreciation expense of $205,687, $201,497 and $158,354, (ii) lease intangible amortization of $6,710, $15,597 and $15,126 and (iii) amortization for lease incentives of $35,132, $28,370 and $28,638, respectively.
(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income of $13,115, net loss of $207 and $148 (ii) interest expense of $6,899, $0 and $0 (iii) depreciation and amortization of $9,978, $84 and $252 and (iv) acquisition and transaction expenses of $769, $0 and $0, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues decreased by $57.3 million, driven by the following:
•Asset sales revenue decreased by $85.2 million, primarily due to change in product mix of assets sold in the current period as compared to the prior period. Specifically, the number of engines sold in the prior period was higher than the current period.
•Maintenance revenue increased by $17.7 million, primarily due to an increase in aircraft maintenance revenue of $18.1 million, driven by higher end-of-lease return compensation and an increase in the recognition of maintenance deposits due to aircraft redelivery, partially offset by the sale of Seed Assets to the 2025 Partnership, as well as a decrease in utilization.
•Other revenue increased by $9.5 million, primarily as a result of servicing fees earned in our capacity as the Servicer to the 2025 Partnership.
Expenses
Total expenses decreased by $38.1 million, driven by the following:
•Cost of sales decreased by $42.6 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines, which is in line with an overall decrease in the corresponding asset sales revenue.
•Depreciation and amortization expense increased by $4.2 million, primarily driven by a higher average book value of engines on lease, partially offset by the sale of Seed Assets to the 2025 Partnership during the period.
Other income
Total other income increased by $109.5 million, primarily due to the following:
•Gains on sale to the 2025 Partnership of $46.4 million.
•Equity in earnings of unconsolidated entities increased by $13.3 million, driven by net income realized by the 2025 Partnership in the current period.
•$54.3 million from an insurance settlement in the current year, compared to $10.8 million from an insurance settlement in the prior year.
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Provision for (benefit from) income taxes
The Provision for income taxes increased by $29.3 million, primarily due to the respective changes in income discussed above from leasing activities in jurisdictions subject to taxes.
Net income
Net income decreased by $61.1 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $108.9 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total revenues decreased by $53.2 million, driven by the following:
•Asset sales revenue decreased by $111.0 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines. Specifically, three aircraft and 14 engines were sold in 2024 as compared to 13 aircraft and 41 engines sold in 2023.
•Other revenue decreased by $6.4 million, primarily due to a decrease in end-of-lease redelivery compensation. During 2024, one aircraft and three engines had end-of-lease redelivery compensation, as compared to eight aircraft and four engines in 2023.
•Lease income increased by $54.7 million, due to an increase in engine lease revenue of $37.3 million and an increase in aircraft lease revenue of $17.5 million, driven by an increased number of engines and aircraft on lease.
•Maintenance revenue increased by $9.5 million. Engine maintenance revenue increased by $43.2 million, driven by an increased number of engines on lease in 2024 as compared to 2023. This increase was partially offset by a decrease in aircraft maintenance revenue of $32.7 million, primarily due to $20.1 million of higher maintenance reserves taken into revenue in 2023, partially offset by an increased number of aircraft on lease in 2024.
Expenses
Total expenses decreased by $27.7 million, driven by the following:
•Cost of sales decreased by $69.9 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines and is in line with an overall decrease in the corresponding asset sales revenue. Specifically, three aircraft and 14 engines were sold in 2024 compared to 13 aircraft and 41 engines sold in 2023.
•Operating expenses decreased by $2.4 million, primarily driven by a decrease in bad debt expense of $5.9 million, partially offset by increases in legal fees of $2.7 million and repairs and maintenance expense of $1.0 million.
•Depreciation and amortization expense increased by $43.1 million, driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Acquisition and transaction expenses increased by $2.6 million, primarily due to higher legal fees incurred in evaluating and completing strategic transactions.
Other income (expense)
Total other income increased by $13.3 million primarily driven by a $10.8 million insurance settlement as well as a $3.9 million increase in interest income earned on financing receivables during 2024.
Provision for (benefit from) income taxes
The Provision for income taxes increased by $69.2 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from leasing activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Net income
Net income decreased by $81.4 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $32.7 million, primarily due to the changes noted above.
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Corporate and Other
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | — | $ | 20,927 | $ | 28,232 | $ | (20,927) | $ | (7,305) | ||||||||
| Other revenue | 4 | 5,716 | 6,083 | (5,712) | (367) | |||||||||||||
| Total revenues | 4 | 26,643 | 34,315 | (26,639) | (7,672) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 80,720 | 56,548 | 51,828 | 24,172 | 4,720 | |||||||||||||
| General and administrative | 9,478 | 14,263 | 13,700 | (4,785) | 563 | |||||||||||||
| Acquisition and transaction expenses | 16,207 | 17,650 | 6,322 | (1,443) | 11,328 | |||||||||||||
| Management fees and incentive allocation to affiliate | — | 8,449 | 18,037 | (8,449) | (9,588) | |||||||||||||
| Internalization fee to affiliate | — | 300,000 | — | (300,000) | 300,000 | |||||||||||||
| Depreciation and amortization | 4,346 | 9,937 | 10,862 | (5,591) | (925) | |||||||||||||
| Gain on sale of assets, net | — | (18,705) | — | 18,705 | (18,705) | |||||||||||||
| Total expenses | 110,751 | 388,142 | 100,749 | (277,391) | 287,393 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Loss on extinguishment of debt | — | (17,101) | — | 17,101 | (17,101) | |||||||||||||
| Interest expense | (247,751) | (221,721) | (161,639) | (26,030) | (60,082) | |||||||||||||
| Other income (expense) | 3,690 | 2,695 | 943 | 995 | 1,752 | |||||||||||||
| Total other expense | (244,061) | (236,127) | (160,696) | (7,934) | (75,431) | |||||||||||||
| Loss before income taxes | (354,808) | (597,626) | (227,130) | 242,818 | (370,496) | |||||||||||||
| (Benefit from) provision for income taxes | (59,003) | (49,713) | 833 | (9,290) | (50,546) | |||||||||||||
| Net loss | (295,805) | (547,913) | (227,963) | 252,108 | (319,950) | |||||||||||||
| Less: Dividends on preferred shares | 17,243 | 32,763 | 31,795 | (15,520) | 968 | |||||||||||||
| Less: Loss on redemption of preferred shares | 6,327 | 7,998 | — | (1,671) | 7,998 | |||||||||||||
| Net loss attributable to shareholders | $ | (319,375) | $ | (588,674) | $ | (259,758) | $ | 269,299 | $ | (328,916) |
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The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | '25 vs '24 | '24 vs '23 | |||||||||||||
| Net loss attributable to shareholders | $ | (319,375) | $ | (588,674) | $ | (259,758) | $ | 269,299 | $ | (328,916) | ||||||||
| Add: (Benefit from) provision for income taxes | (59,003) | (49,713) | 833 | (9,290) | (50,546) | |||||||||||||
| Add: Equity-based compensation expense | 20,091 | 5,113 | 1,076 | 14,978 | 4,037 | |||||||||||||
| Add: Acquisition and transaction expenses | 16,207 | 17,650 | 6,322 | (1,443) | 11,328 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | 6,327 | 25,099 | — | (18,772) | 25,099 | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | 7,456 | 17,116 | (7,456) | (9,660) | |||||||||||||
| Add: Depreciation and amortization expense | 4,346 | 9,937 | 10,862 | (5,591) | (925) | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 264,994 | 254,484 | 193,434 | 10,510 | 61,050 | |||||||||||||
| Add: Internalization fee to affiliate | — | 300,000 | — | (300,000) | 300,000 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (66,413) | $ | (18,648) | $ | (30,115) | $ | (47,765) | $ | 11,467 |
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues decreased by $26.6 million, primarily due to the sale of the two vessels within the Offshore Energy business during the fourth quarter of 2024.
Expenses
Total expenses decreased by $277.4 million, primarily due to the Internalization effective May 28, 2024, which resulted in an internalization fee to affiliate of $300.0 million in 2024.
Other expense
Total other expense increased by $7.9 million, due to the following:
•Interest expense increased by $26.0 million, reflecting increases in interest expense in (i) the 7.00% Senior Notes due 2032 of $26.0 million, (ii) the 5.875% Senior Notes due 2033 of $22.7 million, and (iii) the 7.00% Senior Notes due 2031 of $13.8 million. These were partially offset by decreases in interest expense in (i) the 9.75% senior notes due 2027 of $22.3 million, and (ii) the 6.5% senior notes due 2025 of $13.0 million.
•Loss on extinguishment of debt decreased by $17.1 million, driven by the 2024 redemption of Senior Notes due 2025 and Senior Notes due 2027.
(Benefit from) provision for income taxes
The benefit from income taxes increased by $9.3 million. The increase was mainly driven by higher corporate overhead expenses deductible for 2025 tax purposes.
Net loss
Net loss decreased by $252.1 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased by $47.8 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total revenues decreased by $7.7 million, primarily due to a $7.3 million decrease in the Lease income. Lease income declined primarily due to one of our vessels in the Offshore Energy business having fewer days on-hire in 2024 compared to 2023, as well as the sale of the two vessels during 2024.
Expenses
Total expenses increased by $287.4 million, due to the following:
•Internalization fee to affiliate increased by $300.0 million for the Internalization effective May 28, 2024.
40
•Acquisition and transaction expenses increased by $11.3 million, primarily due to higher legal and other professional fees incurred for the Internalization on May 28, 2024 and the acquisition of LMCES on September 9, 2024.
•Gain on sale of assets, net, increased $18.7 million due to the sale of the two vessels within the Offshore Energy business.
•Management fees and incentive allocation to affiliate decreased by $9.6 million, due to a decrease in management and incentive fees to the Former Manager during 2024, with the Internalization effective May 28, 2024, as compared to fees paid during the year ended 2024 compared to 2023.
Other income (expense)
Total other expense increased by $75.4 million, due to the following:
•Interest expense increased by $60.1 million, reflecting an increase in the average debt outstanding of approximately $779.3 million, primarily due to increases in (i) the Senior Notes due 2030 of $414.1 million, issued in November 2023 (ii) Senior Notes due 2031 of $525.0 million, issued in April 2024 (iii) Senior Notes due 2032 of $466.7 million, issued in June 2024, (iv) Senior Notes due 2033 of $124.4 million, issued in October 2024, partially offset by decreases in the (v) Senior Notes due 2025 of $489.6 million, which were redeemed in April 2024, (vi) Senior Notes due 2027 of $189.8 million, which were fully redeemed in October 2024, and the (vii) Revolving Credit Facility of $70.4 million.
•Loss on extinguishment of debt increased by $17.1 million, driven by the redemption of Senior Notes due 2025 and a redemption of Senior Notes due 2027.
•Other income increased by $1.8 million, driven by interest income generated from the Company’s investments in money market funds.
(Benefit from) provision for income taxes
The benefit from income taxes increased by $50.5 million. This increase was primarily attributable to a substantial tax benefit arising from the Internalization fee paid to the affiliate. The fee provided a favorable impact on the company's overall tax position.
Net loss
Net loss increased by $320.0 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $11.5 million, primarily due to the changes noted above.
Transactions with Affiliates and Affiliated Entities
Former Management Agreement
Prior to May 28, 2024, FTAI Aviation Ltd. operated under the Management Agreement with the Former Manager, and the Master GP, each an affiliate of 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 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) paid 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. Following the Internalization, the Company no longer pays management fees or incentive distributions to the Former Manager and Master GP.
Strategic Capital Initiative
Potential conflicts of interest may arise with respect to our decisions regarding how to allocate investment opportunities between us and partnerships in our Strategic Capital Initiative. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. Investors in our Strategic Capital Initiative and our shareholders may perceive conflicts of interest regarding such investment decisions, which could harm our reputation with such investors and our shareholders. See “Risks Related to Our Business-Our Strategic Capital Initiative involves certain risks which could adversely affect our business, prospects, financial condition, results of operations and cash flows.”
41
Geographic Information
Please refer to Note 13 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for a report, by geographic area for each segment, of revenues from our external customers and lessees, for the years ended December 31, 2025, 2024 and 2023, as well as a report of our total property, plant and equipment as of December 31, 2025 and 2024.
Liquidity and Capital Resources
We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during various environments. This includes limiting discretionary spending across the organization and re-prioritizing our investments as necessary.
On December 30, 2024, the Company announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors. The Strategic Capital Initiative, and its related partnerships, allows the Company to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale. The first partnership under the initiative, the 2025 Partnership, focuses on acquiring 737NG and A320ceo aircraft. The 2025 Partnership completed its fundraise in October 2025 with $2.0 billion of equity commitments.
The 2025 Partnership, and follow-on partnerships, is the primary buyer of all future on-lease 737NG and A320ceo aircraft. The Company, as the Servicer, manages the aircraft in the 2025 Partnership, and the Company receives customary, market-based compensation for providing such services. 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.
Our principal uses of liquidity have been and continue to be (i) acquisitions of aircraft and engines, (ii) dividends to our ordinary and preferred shareholders, (iii) expenses associated with our operating activities, and (iv) debt service obligations associated with our investments.
•Cash used for the purpose of making investments was $1,130.3 million, $1,526.2 million and $861.5 million during the years ended December 31, 2025, 2024, and 2023, respectively.
•Distributions to shareholders, including cash dividends, were $145.4 million, $154.3 million and $151.6 million during the years ended December 31, 2025, 2024 and 2023, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
Our principal sources of liquidity to fund these uses have been and continue to be (i) revenues from our aviation assets (including finance lease collections and maintenance reserve collections) net of operating expenses, (ii) proceeds from borrowings or the issuance of securities and (iii) proceeds from asset sales.
•Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $(260.1) million, $(136.5) million and $163.0 million during the years ended December 31, 2025, 2024, and 2023, respectively.
•During the year ended December 31, 2025, additional borrowings and total principal repayments in connection with the Revolving Credit Facility were $480.0 million and $480.0 million, respectively.
During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) Senior Notes due 2033 of $500.0 million, (ii) Senior Notes due 2032 of $800.0 million, (iii) Senior Notes due 2031 of $700.0 million and (iv) Revolving Credit Facility of $745.0 million.
During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) Revolving Credit Facility of $455.0 million and (ii) Senior Notes Due 2030 of $500.0 million.
•Proceeds from the sale of assets were $1,712.5 million, $969.3 million and $477.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.
•Proceeds from the issuance of preferred shares, net of underwriters discount and issuance costs, were $61.7 million during the year ended December 31, 2023. There were no issuances of preferred shares during the years ended December 31, 2025 and 2024.
On May 28, 2024, we entered into definitive agreements with the Former Manager and Master GP to internalize our management function. As part of the termination of the Management Agreement, we agreed to pay $150.0 million to the Former Manager. Following the internalization of management on May 28, 2024, we no longer pay a management fee or incentive distribution to the Former Manager or Master GP. Consequently, we have assumed general and administrative, and compensation and benefit expenses directly. We anticipate a savings in operation costs as a result of the Internalization.
We are currently evaluating several potential transactions and related financings, including, but not limited to, certain additional debt and equity financings, which could occur within the next 12 months. None of these potential transactions, negotiations, or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction or related financing.
42
Historical Cash Flow
The following table presents our historical cash flow from both continuing and discontinued operations:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | |||||||
| Cash flow data: | ||||||||||
| Net cash (used in) provided by operating activities | $ | (310,745) | $ | (187,956) | $ | 128,982 | ||||
| Net cash provided by (used in) investing activities | 723,314 | (469,498) | (373,349) | |||||||
| Net cash (used in) provided by financing activities | (227,209) | 681,814 | 282,208 |
Comparison of the years ended December 31, 2025 and 2024
Net cash used in operating activities increased $122.8 million, primarily reflecting an increase in our Net income of $492.4 million and certain adjustments to reconcile net income to cash used in operating activities, including an:
•increase in Deferred income taxes of $75.8 million; partially offset by
•decrease in Changes in net working capital of $448.1 million,
•decrease in Non-cash termination fee to affiliate of $150.0 million,
•increase in Gain on insurance recoveries of $54.3 million, and
•increase in Gain on sale of assets to the 2025 Partnership of $46.4 million.
Net cash provided by investing activities increased $1.2 billion, primarily due to an:
•increase in Proceeds from the sale of assets to the 2025 partnership of $530.0 million,
•increase in Proceeds from the sale of assets of $213.2 million,
•decrease in Acquisition of leasing equipment of $488.5 million,
•decrease in Acquisition of business, net of cash acquired of $98.5 million,
•decrease in Deposits for acquisition of leasing equipment of $92.4 million,
•decrease in Investments in financing receivables of $64.1 million, and
•increase in Proceeds from settlement of insurance claims of $54.3 million; partially offset by
•increase in Investment in unconsolidated entities of $328.5 million.
Net cash used in financing activities increased $909.0 million, primarily due to a:
•decrease in Proceeds from debt of $2.1 billion, and
•increase in Redemption of preferred shares of $18.8 million; partially offset by
•decrease in Repayment of debt of $1.2 billion.
Contractual Obligations
Our material cash requirements include the following contractual and other obligations:
Debt Obligations—As of December 31, 2025, we had outstanding principal and interest payment obligations of $3.5 billion and $1.2 billion, respectively, of which only interest payments of $228.8 million are due in the next twelve months. Refer to Note 8, “Debt” in our “Notes to Consolidated Financial Statements” for additional information about our debt obligations.
Lease Obligations—As of December 31, 2025, we had outstanding operating and finance lease obligations of $47.8 million, of which $8.8 million is due in the next twelve months.
Other Cash Requirements—In addition to our contractual obligations, we pay quarterly cash dividends on our ordinary shares and preferred shares, which are subject to change at the discretion of our Board of Directors. During the year ended December 31, 2025, we declared cash dividends of $128.2 million and $17.2 million on our ordinary shares and preferred shares, respectively.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
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Critical Accounting Estimates and Policies
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. Note 2 to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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 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 maintenance payments to the lessee.
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.
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.
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. 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 for engines on leased aircraft, projected costs for engine maintenance, and forecasted utilization, 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. 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 in the Consolidated Balance sheets, 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.
Leasing Equipment and Depreciation—Leasing equipment is 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 |
In accounting for leasing equipment, the Company makes 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, the Company relies upon observable market data for the same or similar types of equipment and, in the case of aviation equipment, its own estimates with respect to a lessee’s anticipated utilization of the aircraft or engine. When the Company acquires leasing equipment subject to an in-place lease, determining the fair value of the in-place lease requires the Company 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
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lease discount or premium is recognized as a lease intangible and amortized into lease income over the remaining term of the lease.
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 and the length of time an asset is off lease related to leasing equipment, engines or for manufacturing equipment; a significant decrease in market value; adverse changes in use or condition; legal or regulatory changes; or cash flow reductions. 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 for leasing equipment or operating cash flows for manufacturing equipment, and maintenance and operating costs. 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.
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, information received from third party industry sources, usage assumptions, asset lifespan for leasing equipment, and expected operating income and costs associated with operating and maintaining the manufacturing asset. 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, expected income and operating costs, maintenance and repairs, capital expenditures, and duration of the cash flows.
Recoverability of Goodwill—Goodwill is not amortized but rather is tested at least annually during the fourth quarter for impairment, or more often if events or circumstances indicate the carrying value of an asset may not be recoverable.
We assess the recoverability of goodwill using a qualitative evaluation or a quantitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The determination of fair value requires management to make assumptions and to apply judgment to estimate industry and economic factors and the profitability of future business strategies. The Company conducts impairment testing based on current business strategy in light of present industry and economic conditions, as well as future expectations.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001590364-25-000006.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Aviation Ltd. Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion of our cash flows for 2024 compared to 2023 is included in our Annual Report on Form 10-K for the year ended December 31, 2024, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We own, lease and sell aviation equipment. We also develop and manufacture through a joint venture, and repair and sell, through our maintenance facilities and exclusivity arrangements, aftermarket components for aircraft engines. We target assets that, on a combined basis, generate strong cash flows with potential for earnings growth and asset appreciation. We believe that there is a large number of acquisition opportunities in our markets and that our expertise and business and financing relationships, together with our access to capital, will allow us to take advantage of these opportunities. As of December 31, 2024, we had total consolidated assets of $4.0 billion and total equity of $81.4 million.
Internalization of Management
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) agreed to pay 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; (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 until October 31, 2024, during which the Company procured replacements for the Services. The Services were provided to the Company for a fee equal to the Former Manager’s cost of providing the Services, including the allocated cost of, among other things, overhead, employee wages and compensation, rent and related real estate expenses and actually incurred out-of-pocket expenses, plus a mark-up of ten percent (10%). The Company was required to use commercially reasonable efforts to make available to the Former Manager certain employees of the Company who were previously employees of the Former Manager to provide the Reverse Services, subject to certain exceptions. In addition, the Former Manager is required to continue to provide the services that are reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025. The Company is required to continue to provide the Reverse Services until the later to occur of the dissolution or sale of the entities receiving Reverse Services. The Transition Services Agreement may be terminated earlier (x) by mutual agreement of the parties, (y) by either the Former Manager or the Company in the event of a material breach by the non-terminating party that is not cured within thirty (30) days following written notification thereof, or (z) by the Former Manager if the Company fails to pay any undisputed sum overdue and payable for a period of at least thirty (30) days.
Impact of Russia’s Invasion of Ukraine
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 aircraft 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 for the year ended December 31, 2022, 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, 2024, eight aircraft and seventeen engines were still located in Russia.
Our lessees are required to provide insurance coverage with respect to leased aircraft and engines, and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. The insured value of the aircraft and engines that remain in Russia is $210.7 million. We intend to pursue all of our claims under these policies. However, the timing and amount of any recoveries under these policies are uncertain.
The extent of the impact of Russia’s invasion of Ukraine and the related sanctions on our results, including the ability for us to recover our leasing equipment in the region, will depend on future developments, including the duration of the conflict, sanctions and restrictions imposed by Russian and international governments, all of which remain uncertain.
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Spin-Off of FTAI Infrastructure Inc. (“FTAI Infrastructure”)
On August 1, 2022, Fortress Transportation and Infrastructure Investors LLC (“we”, “us”, “our”, “FTAI” or the “Company” pre-Merger, as defined below, and FTAI Aviation Ltd. post-Merger) effected a spin-off of the Company’s infrastructure business held by FTAI Infrastructure (a wholly-owned subsidiary of the Company) 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.
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 entities. 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 Former Manager assigned the Company’s then-existing management agreement to FTAI Infrastructure, and FTAI Infrastructure and the Former Manager executed an amended and restated agreement. The Company and certain of its subsidiaries executed a new management agreement with the Former Manager. The new management agreement has an initial term of six years. The Former Manager was entitled to a management fee and reimbursement of certain expenses on substantially similar terms as the previous arrangements with the Former Manager, which were assigned to FTAI Infrastructure. Prior to the Merger described below, our Former 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 Former 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.
On November 10, 2022, the Company completed the transactions set forth in the Agreement and Plan of Merger (the “Merger”) between Fortress Transportation and Infrastructure Investors LLC (“FTAI”) and FTAI Aviation Ltd. (“FTAI Aviation”) and certain other parties, with FTAI becoming a subsidiary of the company. As a result of the merger, the FTAI became a Cayman Islands exempted company. Upon merger completion, Fortress Transportation and Infrastructure Investors LLC public common shareholders’ shares of the Company were exchanged automatically for shares of FTAI Aviation Ltd. without any further action from the shareholders.
Strategic Capital Initiative
On December 30, 2024, the Company announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors. The first partnership under the initiative (the “2025 Partnership”) will focus on acquiring 737NG and A320ceo aircraft. The Strategic Capital Initiative, and its related partnerships, will allow the Company to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale. The Company has agreed that the 2025 Partnership, and follow-on partnerships, will be the primary buyer of on-lease 737NG and A320ceo aircraft. The Company will provide aircraft management services to the 2025 Partnership, and the Company will receive customary, market-based compensation for providing such services. The Company has also committed to make a minority investment in the 2025 Partnership. The Company expects to provide aircraft management services to, and make minority investments in, future partnerships.
Operating Segments
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 and customers. 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 CFM56-7B, CFM56-5B and V2500 commercial aircraft engines.
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 offshore energy related assets, which consist of equipment that support offshore oil and gas activities and production.
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Results of Operations
Adjusted EBITDA (Non-GAAP)
Besides net income (loss), the chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as a key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
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 preferred shares 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, internalization fee to affiliate, (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, if any.
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The following table presents our consolidated results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 255,338 | $ | 207,936 | $ | 179,314 | $ | 47,402 | $ | 28,622 | ||||||||
| Maintenance revenue | 200,809 | 191,347 | 148,846 | 9,462 | 42,501 | |||||||||||||
| Asset sales revenue | 192,176 | 303,141 | 183,535 | (110,965) | 119,606 | |||||||||||||
| Aerospace products revenue | 1,079,821 | 454,970 | 178,515 | 624,851 | 276,455 | |||||||||||||
| Other revenue | 6,757 | 13,502 | 18,201 | (6,745) | (4,699) | |||||||||||||
| Total revenues | 1,734,901 | 1,170,896 | 708,411 | 564,005 | 462,485 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 825,884 | 502,132 | 248,385 | 323,752 | 253,747 | |||||||||||||
| Operating expenses | 115,861 | 110,163 | 132,264 | 5,698 | (22,101) | |||||||||||||
| General and administrative | 14,263 | 13,700 | 14,164 | 563 | (464) | |||||||||||||
| Acquisition and transaction expenses | 32,296 | 15,194 | 13,207 | 17,102 | 1,987 | |||||||||||||
| Management fees and incentive allocation to affiliate | 8,449 | 18,037 | 3,562 | (9,588) | 14,475 | |||||||||||||
| Internalization fee to affiliate | 300,000 | — | — | 300,000 | — | |||||||||||||
| Depreciation and amortization | 218,064 | 169,877 | 152,917 | 48,187 | 16,960 | |||||||||||||
| Asset impairment | 962 | 2,121 | 137,219 | (1,159) | (135,098) | |||||||||||||
| Gain on sale of assets, net | (18,705) | — | (77,211) | (18,705) | 77,211 | |||||||||||||
| Total expenses | 1,497,074 | 831,224 | 624,507 | 665,850 | 206,717 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (2,200) | (1,606) | (369) | (594) | (1,237) | |||||||||||||
| Interest expense | (221,721) | (161,639) | (169,194) | (60,082) | 7,555 | |||||||||||||
| Loss on extinguishment of debt | (17,101) | — | (19,859) | (17,101) | 19,859 | |||||||||||||
| Other income | 17,364 | 7,590 | 207 | 9,774 | 7,383 | |||||||||||||
| Total other expense | (223,658) | (155,655) | (189,215) | (68,003) | 33,560 | |||||||||||||
| Income (loss) from continuing operations before income taxes | 14,169 | 184,017 | (105,311) | (169,848) | 289,328 | |||||||||||||
| Provision for (benefit from) income taxes | 5,487 | (59,800) | 5,300 | 65,287 | (65,100) | |||||||||||||
| Net income (loss) from continuing operations | 8,682 | 243,817 | (110,611) | (235,135) | 354,428 | |||||||||||||
| Net loss from discontinued operations, net of income taxes | — | — | (101,416) | — | 101,416 | |||||||||||||
| Net income (loss) | 8,682 | 243,817 | (212,027) | (235,135) | 455,844 | |||||||||||||
| Less: Net income (loss) attributable to non-controlling interest in consolidated subsidiaries: | ||||||||||||||||||
| Discontinued operations | — | — | (18,817) | — | 18,817 | |||||||||||||
| Less: Dividends on preferred shares | 32,763 | 31,795 | 27,164 | 968 | 4,631 | |||||||||||||
| Less: Loss on redemption of preferred shares | 7,998 | — | — | 7,998 | $ | — | ||||||||||||
| Net (loss) income attributable to shareholders | $ | (32,079) | $ | 212,022 | $ | (220,374) | $ | (244,101) | $ | 432,396 |
The following table sets forth a reconciliation of net (loss) income attributable to shareholders from continuing operations to Adjusted EBITDA:
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| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Net (loss) income attributable to shareholders from continuing operations | $ | (32,079) | $ | 212,022 | $ | (137,775) | $ | (244,101) | $ | 349,797 | ||||||||
| Add: Provision for (benefit from) income taxes | 5,487 | (59,800) | 5,300 | 65,287 | (65,100) | |||||||||||||
| Add: Equity-based compensation expense | 6,006 | 1,638 | — | 4,368 | 1,638 | |||||||||||||
| Add: Acquisition and transaction expenses | 32,296 | 15,194 | 13,207 | 17,102 | 1,987 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | 25,099 | — | 19,859 | 25,099 | (19,859) | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 962 | 2,121 | 137,219 | (1,159) | (135,098) | |||||||||||||
| Add: Incentive allocations | 7,456 | 17,116 | 3,489 | (9,660) | 13,627 | |||||||||||||
| Add: Depreciation & amortization expense (1) | 262,031 | 213,641 | 190,031 | 48,390 | 23,610 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 254,484 | 193,434 | 196,358 | 61,050 | (2,924) | |||||||||||||
| Add: Internalization fee to affiliate | 300,000 | — | — | 300,000 | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (1,892) | 310 | 40 | (2,202) | 270 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 2,200 | 1,606 | 369 | 594 | 1,237 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 862,050 | $ | 597,282 | $ | 428,097 | $ | 264,768 | $ | 169,185 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) depreciation and amortization expense of $218,064, $169,877 and $152,917, (ii) lease intangible amortization of $15,597, $15,126 and $13,913 and (iii) amortization for lease incentives of $28,370, $28,638 and $23,201, respectively.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $2,200, $1,606 and $369, (ii) depreciation and amortization expense of $308, $1,488 and $409 and (iii) acquisition and transaction expense of $0, $428 and $0, respectively.
Revenues
Presentation of aircraft and engine sales
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 Revenues in the Consolidated Statements of Operations beginning in the third quarter of 2022 and is accounted for in accordance with ASC 606. The sale of CFM56-7B, CFM56-5B and V2500 engines are included in the Aerospace Products Segment and the sale of aircraft and other engines are included in the Aviation Leasing Segment. The corresponding net book values of the assets sold are recorded in Cost of sales in the Consolidated Statements 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 (loss) on sale of assets, net on the Consolidated Statements of Operations, as we were previously only occasionally selling these assets. Generally, assets sold were included in Leasing equipment, net, on the Consolidated Balance Sheets.
Comparison of the years ended December 31, 2024 and 2023
Total revenues increased by $564.0 million, driven by the following:
•Aerospace products revenue increased by $624.9 million, primarily due to a $546.0 million increase in CFM56-7B, CFM56-5B and V2500 engine and module sales, a $28.5 million increase in parts inventory sales, and other revenues of $47.7 million from the QuickTurn and LMCES acquisitions.
•Lease income increased by $47.4 million, primarily due to an increase in engine lease revenue of $37.3 million and an increase in aircraft lease revenue of $17.5 million, driven by an increased number of aircraft and engines on lease. This was partially offset by a decrease of $7.3 million in the Offshore Energy business driven by one of our vessels having fewer days on-hire in 2024 compared to 2023, as well as the sale of the two vessels during 2024.
•Maintenance revenue increased by $9.5 million. Engine maintenance revenue increased by $43.2 million, driven by an increased number of engines on lease in 2024 as compared to 2023. This increase was partially offset by a decrease in aircraft maintenance revenue of $32.7 million, primarily due to $20.1 million of higher maintenance reserves taken into revenue in 2023, partially offset by an increased number of aircraft on lease in 2024.
•Asset sales revenue decreased by $111.0 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines. Specifically, three aircraft and 14 engines were sold in 2024 as compared to 13 aircraft and 41 engines sold in 2023.
34
•Other revenue decreased by $6.7 million, primarily due to a decrease in assets with end-of-lease redelivery compensation. During 2024, one aircraft and three engines had end-of-lease redelivery compensation, as compared to eight aircraft and four engines in 2023.
Expenses
Total expenses increased $665.9 million, driven by the following:
•Cost of sales increased by $323.8 million, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period. This was partially offset by a decrease of $69.9 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines, which is in line with an overall decrease in the corresponding asset sales revenue.
•Internalization fee to affiliate increased by $300.0 million relating to the Internalization effective May 28, 2024.
•Depreciation and amortization increased by $48.2 million, primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered.
•Acquisition and transaction expenses increased by $17.1 million, primarily due to higher professional fees incurred in evaluating and completing strategic transactions and fees associated with the Internalization and the acquisition of LMCES in Q3 2024.
•Operating expenses increased by $5.7 million, primarily due to the acquisition of LMCES in Q3 2024.
•Gain on sale of assets, net increased $18.7 million driven by the sale of two vessels within the Offshore Energy business during the fourth quarter of 2024.
•Management fees and incentive allocation to affiliate decreased by $9.6 million, due to a decrease in management and incentive fees to the Former Manager during 2024, with the Internalization effective May 28, 2024.
Other income (expense)
Total other expense increased by $68.0 million due to the following:
•Interest expense increased by $60.1 million, reflecting an increase in the average debt outstanding of approximately $779.3 million, primarily due to increases in (i) the Senior Notes due 2030 of $414.1 million, issued in November 2023 (ii) Senior Notes due 2031 of $525.0 million, issued in April 2024 (iii) Senior Notes due 2032 of $466.7 million, issued in June 2024, (iv) Senior Notes due 2033 of $124.4 million, issued in October 2024, partially offset by decreases in the (v) Senior Notes due 2025 of $489.6 million, which were redeemed in April 2024, (vi) Senior Notes due 2027 of $189.8 million, which were fully redeemed in October 2024, and the (vii) Revolving Credit Facility of $70.4 million.
•Loss on extinguishment of debt increased by $17.1 million, primarily due to the redemption of the Senior Notes due 2025 and Senior Notes due 2027.
•Other income increased by $9.8 million, primarily driven by a $10.8 million insurance settlement received within our Aviation Leasing Segment.
Provision for (benefit from) income taxes
The Provision for income taxes increased $65.3 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from leasing and Aerospace Products activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes. This increase was partially offset by the tax benefit from the Internalization fee paid to the affiliate.
Net income (loss) from continuing operations
Net income from continuing operations decreased by $235.1 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $264.8 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2023 and 2022
Total revenues increased by $462.5 million, driven by the following:
35
•Aerospace products revenue increased by $276.5 million, primarily due to a $213.0 million increase in CFM56-7B, CFM56-5B and V2500 engines and module sales, a $44.7 million increase in parts inventory sales, $16.7 million increase due to engine management contracts, and other sales revenue of $2.0 million from the QuickTurn acquisition. See above discussion regarding presentation of asset sales.
•Asset sales revenue increased by $119.6 million, primarily due to an overall increase in the number of material sales transactions of commercial aircraft and engines. Specifically, 13 aircraft and 41 engines were sold in 2023 as compared to eight aircraft and 71 engines sold in 2022. See above discussion regarding presentation of asset sales.
•Maintenance revenue increased $42.5 million. Engine maintenance revenue increased by $26.5 million, driven by an increased number of engines on lease in 2023 as compared to 2022. Aircraft maintenance revenue increased $16.0 million primarily due to $20.1 million of maintenance reserves taken into revenue due to the early redelivery of five aircraft, partially offset by less aircraft on lease.
•Lease income increased by $28.6 million, primarily due to an increase in engine lease revenue of $19.7 million, driven by an increased number of engines on lease, partially offset by an increase in the number of engines redelivered. An increase of $7.4 million in the Offshore Energy business due to one of our vessel being on-hire longer in 2023 compared to 2022, and with a charterer at higher rates.
•Other revenue decreased by $4.7 million, primarily due to a decrease in assets with end-of-lease redelivery compensation. During 2023, eight aircraft and four engines had end-of-lease redelivery compensation, as compared to 18 aircraft and one engine in 2022.
Expenses
Total expenses increased by $206.7 million, driven by the following:
•Cost of sales increased by $253.7 million, primarily due to an increase of $170.8 million in our Aerospace Products segment, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period. An increase of $82.9 million in the Aviation Leasing segment primarily due to an overall increase in the number of material sales transactions of commercial aircraft and engines, as well as the gross presentation of asset sales revenues and related costs of sales as described above.
•Gain on sale of assets, net decreased by $77.2 million, primarily due to the change in presentation of asset sales recorded during 2022. See above discussion regarding presentation of asset sales and impact on Gain on sale of assets, net.
•Depreciation and amortization increased by $17.0 million, primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Management fees and incentive allocation to affiliate increased by $14.5 million, primarily due to a $13.6 million increase in incentive fee due to the Former Manager driven by an increase in net income.
•Asset impairment decreased by $135.1 million, primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 6 to the consolidated financial statements for additional information.
•Operating expenses decreased by $22.1 million, primarily due to the following:
•a decrease of $43.4 million in the Aviation Leasing segment primarily as a result of a $41.4 million decrease in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, a $2.5 million decrease in shipping and storage fees and repairs and maintenance expenses, partially offset by a $1.2 million increase in insurance expense.
•an increase of $12.8 million in the Offshore Energy business which reflects increases in offshore crew expenses of $2.1 million, project costs of $3.9 million and other operating expenses of $1.3 million for one of our vessels driven by increased cost of operations based on the operating location of the vessel, as well as increased number of days on-hire. Additionally, repairs and maintenance expense increased $0.6 million due to repairs on one of our vessels.
•an increase of $8.5 million in the Aerospace Products segment primarily due to a $7.2 million increase in commission expenses due to the increase in sales from the used material program as well as $1.2 million increase in shipping and storage fees as operations continued to ramp-up in 2023.
Other income (expense)
Total other expense decreased by $33.6 million, due to the following:
•Loss on extinguishment of debt of $19.9 million was recognized during 2022. This loss was related to the pay-down of the 2021 Bridge Loan, issued in December 2021 and February 2022, and the partial redemption of Senior Notes due 2025.
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•Interest expense decreased $7.6 million, which reflects a decrease in the average outstanding debt of approximately $183.8 million primarily due to decreases in (i) the 2021 Bridge Loans of $178.3 million and (ii) the Senior Notes due 2025 of $116.7 million, which were partially redeemed in August 2022, partially offset by increases in (iii) the Revolving Credit Facility of $28.7 million and (iv) the Senior Notes due 2030 of $82.8 million, which were issued in November 2023.
•Other income increased $7.4 million primarily driven by a $5.3 million gain on consolidation of investment in connection with the QuickTurn acquisition within our Aerospace Products Segment and $1.0 million of interest income from the Company’s investments in money market funds.
Provision for (benefit from) income taxes
The benefit from income taxes increased $65.1 million primarily due to the Company establishing a deferred tax asset of $72.2 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 12 to the consolidated financial statements for additional information. The benefit was offset by a $7.1 million increase from income taxes primarily attributable to an increase in income generated from operating activities in jurisdictions subject to taxes. As the Company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Net income (loss) from continuing operations
Net income from continuing operations increased by $354.4 million, primarily due to the changes noted above.
Net loss from discontinued operations
Net loss from discontinued operations decreased by $101.4 million for the year ended December 31, 2023, compared to the prior year as these businesses have spun off and there is no corresponding activity in the current period.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $169.2 million, primarily due to the changes noted above.
Aviation Leasing Segment
As of December 31, 2024, in our Aviation Leasing segment, we own and manage 421 aviation assets, consisting of 109 commercial aircraft and 312 engines, including eight aircraft and seventeen engines that were still located in Russia.
As of December 31, 2024, 94 of our commercial aircraft and 181 of our engines were leased to operators or other third parties. Aviation assets currently off lease are either undergoing repair and/or maintenance, being prepared to go on lease or held in short term storage awaiting a future lease. Our aviation equipment was approximately 76% utilized during the three months ended December 31, 2024, based on the percent of days on-lease in the quarter weighted by the monthly average equity value of our aviation leasing equipment, excluding airframes. Our aircraft currently have a weighted average remaining lease term of 47 months, and our engines currently on-lease have an average remaining lease term of 22 months. The table below provides additional information on the assets in our Aviation Leasing segment, including transfers which involve aircraft breakdowns, engine transfers from leasing equipment to inventory for manufacturing and sales, and engine transfers from inventory to leasing equipment for rebuilding and sales:
| Aviation Assets | Widebody | Narrowbody | Total | ||||
|---|---|---|---|---|---|---|---|
| Aircraft | |||||||
| Assets at January 1, 2024 | 5 | 91 | 96 | ||||
| Purchases | — | 50 | 50 | ||||
| Sales | — | (3) | (3) | ||||
| Transfers | — | (34) | (34) | ||||
| Assets at December 31, 2024 | 5 | 104 | 109 | ||||
| Engines | |||||||
| Assets at January 1, 2024 | 32 | 235 | 267 | ||||
| Purchases | 4 | 134 | 138 | ||||
| Sales | (13) | (1) | (14) | ||||
| Transfers | — | (79) | (79) | ||||
| Assets at December 31, 2024 | 23 | 289 | 312 |
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The following table presents our results of operations for our Aviation Leasing segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 234,411 | $ | 179,704 | $ | 159,068 | $ | 54,707 | $ | 20,636 | ||||||||
| Maintenance revenue | 200,809 | 191,347 | 148,846 | 9,462 | 42,501 | |||||||||||||
| Asset sales revenue | 192,176 | 303,141 | 183,535 | (110,965) | 119,606 | |||||||||||||
| Other revenue | 1,041 | 7,419 | 11,499 | (6,378) | (4,080) | |||||||||||||
| Total revenues | 628,437 | 681,611 | 502,948 | (53,174) | 178,663 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 151,977 | 221,852 | 138,904 | (69,875) | 82,948 | |||||||||||||
| Operating expenses | 35,495 | 37,876 | 81,232 | (2,381) | (43,356) | |||||||||||||
| Acquisition and transaction expenses | 9,740 | 7,150 | 1,923 | 2,590 | 5,227 | |||||||||||||
| Depreciation and amortization | 201,497 | 158,354 | 144,258 | 43,143 | 14,096 | |||||||||||||
| Asset impairment | 962 | 2,121 | 137,219 | (1,159) | (135,098) | |||||||||||||
| Gain on sale of assets, net | — | — | (59,048) | — | 59,048 | |||||||||||||
| Total expenses | 399,671 | 427,353 | 444,488 | (27,682) | (17,135) | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | (207) | (148) | 740 | (59) | (888) | |||||||||||||
| Other income | 14,669 | 1,300 | 246 | 13,369 | 1,054 | |||||||||||||
| Total other income | 14,462 | 1,152 | 986 | 13,310 | 166 | |||||||||||||
| Income before income taxes | 243,228 | 255,410 | 59,446 | (12,182) | 195,964 | |||||||||||||
| Provision for (benefit from) income taxes | 32,979 | (36,193) | 2,502 | 69,172 | (38,695) | |||||||||||||
| Net income attributable to shareholders | $ | 210,249 | $ | 291,603 | $ | 56,944 | $ | (81,354) | $ | 234,659 |
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Net income attributable to shareholders | $ | 210,249 | $ | 291,603 | $ | 56,944 | $ | (81,354) | $ | 234,659 | ||||||||
| Add: Provision for (benefit from) income taxes | 32,979 | (36,193) | 2,502 | 69,172 | (38,695) | |||||||||||||
| Add: Equity-based compensation expense | 584 | 337 | — | 247 | 337 | |||||||||||||
| Add: Acquisition and transaction expenses | 9,740 | 7,150 | 1,923 | 2,590 | 5,227 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 962 | 2,121 | 137,219 | (1,159) | (135,098) | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense (1) | 245,464 | 202,118 | 181,372 | 43,346 | 20,746 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (123) | 104 | 925 | (227) | (821) | |||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities | 207 | 148 | (740) | 59 | 888 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 500,062 | $ | 467,388 | $ | 380,145 | $ | 32,674 | $ | 87,243 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) depreciation expense of $201,497, $158,354 and $144,258, (ii) lease intangible amortization of $15,597, $15,126 and $13,913 and (iii) amortization for lease incentives of $28,370, $28,638 and $23,201, respectively.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net (loss) income of $(207), $(148) and $740 and (ii) depreciation and amortization of $84, $252 and $185, respectively.
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total revenues decreased by $53.2 million, driven by the following:
•Asset sales revenue decreased by $111.0 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines. Specifically, three aircraft and 14 engines were sold in 2024 as compared to 13 aircraft and 41 engines sold in 2023.
•Other revenue decreased by $6.4 million, primarily due to a decrease in end-of-lease redelivery compensation. During 2024, one aircraft and three engines had end-of-lease redelivery compensation, as compared to eight aircraft and four engines in 2023.
•Lease income increased by $54.7 million, due to an increase in engine lease revenue of $37.3 million and an increase in aircraft lease revenue of $17.5 million, driven by an increased number of engines and aircraft on lease.
•Maintenance revenue increased by $9.5 million. Engine maintenance revenue increased by $43.2 million, driven by an increased number of engines on lease in 2024 as compared to 2023. This increase was partially offset by a decrease in aircraft maintenance revenue of $32.7 million, primarily due to $20.1 million of higher maintenance reserves taken into revenue in 2023, partially offset by an increased number of aircraft on lease in 2024.
Expenses
Total expenses decreased by $27.7 million, driven by the following:
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•Cost of sales decreased by $69.9 million, primarily due to an overall decrease in the number of sales transactions of commercial aircraft and engines and is in line with an overall decrease in the corresponding asset sales revenue. Specifically, three aircraft and 14 engines were sold in 2024 compared to 13 aircraft and 41 engines sold in 2023.
•Operating expenses decreased by $2.4 million, primarily driven by a decrease in bad debt expense of $5.9 million, partially offset by increases in legal fees of $2.7 million and repairs and maintenance expense of $1.0 million.
•Depreciation and amortization expense increased by $43.1 million, driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Acquisition and transaction expenses increased by $2.6 million, primarily due to higher legal fees incurred in evaluating and completing strategic transactions.
Other income (expense)
Total other income increased by $13.3 million primarily driven by a $10.8 million insurance settlement as well as a $3.9 million increase in interest income earned on financing receivables during 2024.
Provision for (benefit from) income taxes
The Provision for income taxes increased by $69.2 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from leasing activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Net income
Net income decreased by $81.4 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $32.7 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2023 and 2022
Revenues
Total revenues increased by $178.7 million, driven by the following:
•Asset sales revenue increased by $119.6 million, primarily due to an increase in the number of material sales transactions of commercial aircraft and engines. Specifically, 13 aircraft and 41 engines were sold in 2023 as compared to eight aircraft and 71 engines sold in 2022. See above discussion regarding presentation of asset sales.
•Maintenance revenue increased by $42.5 million. Engine maintenance revenue increased by $26.5 million, driven by an increased number of engines on lease in 2023 as compared to 2022. Aircraft maintenance revenue increased $16.0 million, primarily due to $20.1 million of higher maintenance reserves taken into revenue due to the early redelivery of five aircraft, partially offset by less aircraft on lease.
•Lease income increased by $20.6 million, primarily due to an increase in engine lease revenue of $19.7 million, driven by an increased number of engines on lease, partially offset by an increase in the number of engines redelivered.
•Other revenue decreased $4.1 million primarily due to a decrease in end-of-lease redelivery compensation. During 2023, eight aircraft and four engines had end-of-lease redelivery compensation, as compared to 18 aircraft and one engine in 2022.
Expenses
Total expenses decreased by $17.1 million, driven by the following:
•Asset impairment decreased by $135.1 million, primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 6 to the consolidated financial statements for additional information.
•Operating expenses decreased by $43.4 million, primarily driven by the $41.4 million decrease in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, a $2.5 million decrease in shipping and storage fees and repairs and maintenance expenses, partially offset by a $1.2 million increase in insurance expense.
•Cost of sales increased by $82.9 million, primarily due to an overall increase in the number of material sales transactions of commercial aircraft and engines, as well as the gross presentation of asset sales revenues and related costs of sales as described above. Specifically, 13 aircraft and 41 engines were sold in 2023 as compared to eight aircraft and 71 engines sold in 2022.
•Gain on sale of assets, net decreased by $59.0 million, due to the change in presentation of asset sales recorded during 2022. See above discussion regarding presentation of asset sales and impact on Gain on sale of assets, net.
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•Depreciation and amortization expense increased by $14.1 million, driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Acquisition and transaction expense increased by $5.2 million, driven by higher costs associated with the acquisition of aviation leasing equipment.
Provision for (benefit from) income taxes
The benefit from income taxes increased $38.7 million primarily due to the Company establishing a deferred tax asset of $46.6 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 12 to the consolidated financial statements for additional information. The benefit was offset by a $7.9 million increase from income taxes primarily attributable to an increase in income generated from leasing activities in jurisdictions subject to taxes. As the Company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $87.2 million, primarily due to the changes noted above.
Aerospace Products Segment
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 primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines. Our engine, module and parts sales are facilitated through a dedicated commercial maintenance program, designed to focus on modular and parts repair and refurbishment of CFM56-7B, CFM56-5B and V2500 engines. In September 2024, we acquired LMCES to further enhance this business and establish permanent engine and module manufacturing capabilities. Refer to Note 4 “Acquisition of Lockheed Martin Commercial Engine Solutions”, for additional information. In addition, other serviceable used modules and parts are sold through our exclusive partnership, who is responsible for the teardown, repair, marketing and sales of parts from our CFM56 engine pool. In December 2023, we acquired the remaining interest in Quick Turn Engine Center LLC or “QuickTurn” (previously iAero Thrust LLC), a hospital maintenance and testing facility dedicated to the CFM56 engine. Refer to Note 5 “Acquisition of QuickTurn”, for additional information. We also hold a 25% interest in the Advanced Engine Repair JV which focuses on developing new cost savings programs for engine repairs.
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Aerospace products revenue | $ | 1,079,821 | $ | 454,970 | $ | 178,515 | $ | 624,851 | $ | 276,455 | ||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 673,907 | 280,280 | 109,481 | 393,627 | 170,799 | |||||||||||||
| Operating expenses | 23,818 | 20,459 | 11,967 | 3,359 | 8,492 | |||||||||||||
| Acquisition and transaction expenses | 4,906 | 1,722 | 243 | 3,184 | 1,479 | |||||||||||||
| Depreciation and amortization | 6,630 | 661 | 258 | 5,969 | 403 | |||||||||||||
| Gain on sale of assets, net | — | — | (18,163) | — | 18,163 | |||||||||||||
| Total expenses | 709,261 | 303,122 | 103,786 | 406,139 | 199,336 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (1,993) | (1,458) | (1,109) | (535) | (349) | |||||||||||||
| Other income | — | 5,347 | — | (5,347) | 5,347 | |||||||||||||
| Total other (expense) income | (1,993) | 3,889 | (1,109) | (5,882) | 4,998 | |||||||||||||
| Income before income taxes | 368,567 | 155,737 | 73,620 | 212,830 | 82,117 | |||||||||||||
| Provision for (benefit from) income taxes | 22,221 | (24,440) | 2,961 | 46,661 | (27,401) | |||||||||||||
| Net income attributable to shareholders | $ | 346,346 | $ | 180,177 | $ | 70,659 | $ | 166,169 | $ | 109,518 |
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Net income attributable to shareholders | $ | 346,346 | $ | 180,177 | $ | 70,659 | $ | 166,169 | $ | 109,518 | ||||||||
| Add: Provision for (benefit from) income taxes | 22,221 | (24,440) | 2,961 | 46,661 | (27,401) | |||||||||||||
| Add: Equity-based compensation expense | 309 | 225 | — | 84 | 225 | |||||||||||||
| Add: Acquisition and transaction expenses | 4,906 | 1,722 | 243 | 3,184 | 1,479 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 6,630 | 661 | 258 | 5,969 | 403 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | (1,769) | 206 | (885) | (1,975) | 1,091 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 1,993 | 1,458 | 1,109 | 535 | 349 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 380,636 | $ | 160,009 | $ | 74,345 | $ | 220,627 | $ | 85,664 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $1,993, $1,458 and $1,109 (ii) depreciation and amortization of $224, $1,236 and $224 and (iii) acquisition and transaction expense of $0, $428, $0, respectively.
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total Aerospace products revenue increased by $624.9 million, primarily due to a $546.0 million increase in CFM56-7B, CFM56-5B and V2500 engine and module sales, a $28.5 million increase in parts inventory sales, and other revenues of $47.7 million from the QuickTurn and LMCES acquisitions.
Expenses
Total expenses increased by $406.1 million, due to the following:
•Cost of sales increased by $393.6 million, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period.
•Depreciation and amortization increased by $6.0 million due to the acquisitions of LMCES in Q3 2024 and QuickTurn in Q4 2023.
•Operating expenses increased by $3.4 million, primarily due to the acquisition of LMCES in Q3 2024.
•Acquisition and transaction expenses increased by $3.2 million, primarily driven by higher professional fees incurred in evaluating and completing strategic transactions.
Provision for (benefit from) income taxes
The Provision for income taxes increased by $46.7 million, primarily due to the benefit from income taxes recorded in 2023 in connection with a tax law change in Bermuda as well as the increase in income from Aerospace Products activities in jurisdictions subject to taxes. As the company’s operations in these areas grew, so did the corresponding tax obligations, resulting in a higher provision for income taxes.
Net income
Net income increased by $166.2 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $220.6 million, primarily due to the changes noted above.
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Comparison of the years ended December 31, 2023 and 2022
Revenues
Total Aerospace products revenue increased by $276.5 million, primarily due to a $213.0 million increase in CFM56-7B, CFM56-5B and V2500 engine and module sales, a $44.7 million increase in parts inventory sales, $16.7 million increase in revenue from engine management contracts, and other revenues of $2.0 million from the QuickTurn acquisition. See above discussion regarding presentation of asset sales.
Expenses
Total expenses increased by $199.3 million, primarily due to the following:
•Cost of sales increased by $170.8 million, primarily due to increases in CFM56-7B, CFM56-5B and V2500 engine and module sales, parts inventory sales, and directly corresponds to components of increases in Aerospace products revenue over the same period and the gross presentation described above.
•Gain on sale of assets, net decreased by $18.2 million, primarily due to the change in presentation of asset sales recorded during 2022. See above discussion regarding presentation of asset sales and impact on Gain on sale of assets, net.
•Operating expenses increased by $8.5 million, primarily due to a $7.2 million increase in commission expenses due to the increase in sales from the used material program as well as a $1.2 million increase in shipping and storage fees as operations continued to ramp-up in 2023.
Other income (expense)
Total other income increased $5.0 million, which primarily reflects an increase of $5.3 million in gain on consolidation of investment in connection with the QuickTurn acquisition, offset by an increase of $0.3 million in our proportionate share of unconsolidated entities’ net loss.
Provision for (benefit from) income taxes
The benefit from income taxes increased $27.4 million primarily due to the Company establishing a deferred tax asset of $25.6 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 12 to the consolidated financial statements for additional information.
Net income
Net income increased by $109.5 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $85.7 million, primarily due to the changes noted above.
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Corporate and Other
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 20,927 | $ | 28,232 | $ | 20,246 | $ | (7,305) | $ | 7,986 | ||||||||
| Other revenue | 5,716 | 6,083 | 6,702 | (367) | (619) | |||||||||||||
| Total revenues | 26,643 | 34,315 | 26,948 | (7,672) | 7,367 | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 56,548 | 51,828 | 39,065 | 4,720 | 12,763 | |||||||||||||
| General and administrative | 14,263 | 13,700 | 14,164 | 563 | (464) | |||||||||||||
| Acquisition and transaction expenses | 17,650 | 6,322 | 11,041 | 11,328 | (4,719) | |||||||||||||
| Management fees and incentive allocation to affiliate | 8,449 | 18,037 | 3,562 | (9,588) | 14,475 | |||||||||||||
| Internalization fee to affiliate | 300,000 | — | — | 300,000 | — | |||||||||||||
| Depreciation and amortization | 9,937 | 10,862 | 8,401 | (925) | 2,461 | |||||||||||||
| Gain on sale of assets, net | (18,705) | — | — | (18,705) | — | |||||||||||||
| Total expenses | 388,142 | 100,749 | 76,233 | 287,393 | 24,516 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Loss on extinguishment of debt | (17,101) | — | (19,859) | (17,101) | 19,859 | |||||||||||||
| Interest expense | (221,721) | (161,639) | (169,194) | (60,082) | 7,555 | |||||||||||||
| Other income (expense) | 2,695 | 943 | (39) | 1,752 | 982 | |||||||||||||
| Total other expense | (236,127) | (160,696) | (189,092) | (75,431) | 28,396 | |||||||||||||
| Loss before income taxes | (597,626) | (227,130) | (238,377) | (370,496) | 11,247 | |||||||||||||
| (Benefit from) provision for income taxes | (49,713) | 833 | (163) | (50,546) | 996 | |||||||||||||
| Net loss | (547,913) | (227,963) | (238,214) | (319,950) | 10,251 | |||||||||||||
| Less: Dividends on preferred shares | 32,763 | 31,795 | 27,164 | 968 | 4,631 | |||||||||||||
| Less: Loss on redemption of preferred shares | 7,998 | — | — | 7,998 | — | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (588,674) | $ | (259,758) | $ | (265,378) | $ | (327,948) | $ | 5,620 |
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The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | '24 vs '23 | '23 vs '22 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (588,674) | $ | (259,758) | $ | (265,378) | $ | (328,916) | $ | 5,620 | ||||||||
| Add: (Benefit from) provision for income taxes | (49,713) | 833 | (163) | (50,546) | 996 | |||||||||||||
| Add: Equity-based compensation expense | 5,113 | 1,076 | — | 4,037 | 1,076 | |||||||||||||
| Add: Acquisition and transaction expenses | 17,650 | 6,322 | 11,041 | 11,328 | (4,719) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations | 25,099 | — | 19,859 | 25,099 | (19,859) | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | 7,456 | 17,116 | 3,489 | (9,660) | 13,627 | |||||||||||||
| Add: Depreciation and amortization expense | 9,937 | 10,862 | 8,401 | (925) | 2,461 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 254,484 | 193,434 | 196,358 | 61,050 | (2,924) | |||||||||||||
| Add: Internalization fee to affiliate | 300,000 | — | — | 300,000 | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (18,648) | $ | (30,115) | $ | (26,393) | $ | 11,467 | $ | (3,722) |
Comparison of the years ended December 31, 2024 and 2023
Revenues
Total revenues decreased by $7.7 million, primarily due to a $7.3 million decrease in the Lease income. Lease income declined primarily due to one of our vessels in the Offshore Energy business having fewer days on-hire in 2024 compared to 2023, as well as the sale of the two vessels during 2024.
Expenses
Total expenses increased by $287.4 million, due to the following:
•Internalization fee to affiliate increased by $300.0 million for the Internalization effective May 28, 2024.
•Acquisition and transaction expenses increased by $11.3 million, primarily due to higher legal and other professional fees incurred for the Internalization on May 28, 2024 and the acquisition of LMCES on September 9, 2024.
•Gain on sale of assets, net, increased $18.7 million due to the sale of the two vessels within the Offshore Energy business.
•Management fees and incentive allocation to affiliate decreased by $9.6 million, due to a decrease in management and incentive fees to the Former Manager during 2024, with the Internalization effective May 28, 2024, as compared to fees paid during the year ended 2024 compared to 2023.
Other income (expense)
Total other expense increased by $75.4 million, due to the following:
•Interest expense increased by $60.1 million, reflecting an increase in the average debt outstanding of approximately $779.3 million, primarily due to increases in (i) the Senior Notes due 2030 of $414.1 million, issued in November 2023 (ii) Senior Notes due 2031 of $525.0 million, issued in April 2024 (iii) Senior Notes due 2032 of $466.7 million, issued in June 2024, (iv) Senior Notes due 2033 of $124.4 million, issued in October 2024, partially offset by decreases in the (v) Senior Notes due 2025 of $489.6 million, which were redeemed in April 2024, (vi) Senior Notes due 2027 of $189.8 million, which were fully redeemed in October 2024, and the (vii) Revolving Credit Facility of $70.4 million.
•Loss on extinguishment of debt increased by $17.1 million, driven by the redemption of Senior Notes due 2025 and a redemption of Senior Notes due 2027.
•Other income increased by $1.8 million, driven by interest income generated from the Company’s investments in money market funds.
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(Benefit from) provision for income taxes
The benefit from income taxes increased by $50.5 million. This increase was primarily attributable to a substantial tax benefit arising from the Internalization fee paid to the affiliate. The fee provided a favorable impact on the company's overall tax position.
Net loss
Net loss increased by $320.0 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $11.5 million, primarily due to the changes noted above.
Comparison of the years ended December 31, 2023 and 2022
Revenues
Total revenues increased by $7.4 million, primarily due to an increase in the Offshore Energy business, as one of our vessels was on-hire longer in 2023 compared to 2022, and with a charterer at higher rates.
Expenses
Total expenses increased by $24.5 million, due to the following:
•Management fees and incentive allocation to affiliate increased by $14.5 million, primarily due to a $13.6 million increase in incentive fee due to the Former Manager driven by an increase in net income.
•Operating expenses increased by $12.8 million, primarily due to increases in the Offshore Energy business, driven by increases in offshore crew expenses of $2.1 million, project costs of $3.9 million and other operating expenses of $1.3 million for one of our vessels. The increase in the other operating expenses were driven by the operational location of the vessel, as well as the increased number of days on-hire. Additionally, repairs and maintenance expense increased $0.6 million due to repairs on one of our vessels.
•Depreciation and amortization increased by $2.5 million, primarily due to new assets being placed into service in the Offshore Energy business.
•Acquisition and transaction expenses decreased $4.7 million, primarily due to lower professional fees related to strategic transactions.
Other income (expense)
Total other expense decreased by $28.4 million, due to the following:
•Loss on extinguishment of debt decreased by $19.9 million driven by the 2022 pay-down of the 2021 Bridge Loans and the partial redemption of the Senior Notes due 2025.
•Interest expense decreased $7.6 million, which reflects a decrease in the average outstanding debt of approximately $183.8 million primarily due to decreases in (i) the 2021 Bridge Loans of $178.3 million and (ii) the Senior Notes due 2025 of $116.7 million, which were partially redeemed in August 2022, partially offset by increases in (iii) the Revolving Credit Facility of $28.7 million and (iv) the Senior Notes due 2030 of $82.8 million, which were issued in November 2023.
Net loss
Net loss decreased by $10.3 million, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased $3.7 million, primarily due to the changes noted above.
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Transactions with Affiliates and Affiliated Entities
Prior to May 28, 2024, FTAI Aviation Ltd. operated under the Management Agreement with the Former Manager, and the Master GP, each an affiliate of 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 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.
Potential conflicts of interest may arise with respect to our decisions regarding how to allocate investment opportunities between us and partnerships in our Strategic Capital Initiative. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. Investors in our Strategic Capital Initiative and our shareholders may perceive conflicts of interest regarding such investment decisions, which could harm our reputation with such investors and our shareholders. See “Risks Related to Our Business-Our Strategic Capital Initiative involves certain risks which could adversely affect our business, prospects, financial condition, results of operations and cash flows.”
Geographic Information
Please refer to Note 14 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for a report, by geographic area for each segment, of revenues from our external customers and lessees, for the years ended December 31, 2024, 2023 and 2022, as well as a report of our total property, plant and equipment as of December 31, 2024 and 2023.
Liquidity and Capital Resources
On October 9, 2024, we issued $500.0 million aggregate principal amount of senior unsecured notes due 2033. Using a portion of the net proceeds, the Company redeemed the remaining $130.5 million aggregate principal amount of Senior Notes due 2027, plus accrued and unpaid interest. The Company used the remaining net proceeds to pay down in full the Company’s Revolving Credit Facility, with any excess proceeds intended for general corporate purposes, including funding acquisitions and investments.
We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during various environments. This includes limiting discretionary spending across the organization and re-prioritizing our investments as necessary. On December 30, 2024, we announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors. The Strategic Capital Initiative, and its related partnerships, will allow us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale. We have agreed that the related partnerships will be the primary buyer of on-lease 737NG and A320ceo aircraft. We expect to provide aircraft management services to the related partnerships for which the Company will receive customary, market-based compensation. The Company also expects to make minority investment in the related partnerships.
Our principal uses of liquidity have been and continue to be (i) acquisitions of aircraft and engines, (ii) dividends to our ordinary and preferred shareholders, (iii) expenses associated with our operating activities, and (iv) debt service obligations associated with our investments. In the future, instead of acquiring on-lease aircraft directly, as part of the Strategic Capital Initiative, we will invest in the related partnerships and such partnerships will acquire on-lease aircraft.
•Cash used for the purpose of making investments was $1,526.2 million, $861.5 million and $831.5 million during the years ended December 31, 2024, 2023, and 2022, respectively.
•Distributions to shareholders, including cash dividends, were $154.3 million, $151.6 million and $155.6 million during the years ended December 31, 2024, 2023 and 2022, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
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Our principal sources of liquidity to fund these uses have been and continue to be (i) revenues from our aviation assets (including finance lease collections and maintenance reserve collections) net of operating expenses, (ii) proceeds from borrowings or the issuance of securities and (iii) proceeds from asset sales.
•Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $(136.5) million, $163.0 million and $29.4 million during the years ended December 31, 2024, 2023, and 2022, respectively.
•During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) Senior Notes due 2033 of $500.0 million, (ii) Senior Notes due 2032 of $800.0 million, (iii) Senior Notes due 2031 of $700.0 million and (iv) Revolving Credit Facility of $745.0 million. We made total principal repayments of (i) $650.0 million related to the Senior Notes due 2025, (ii) $745.0 million relating to the Revolving Credit Facility and (iii) $400.0 million related to the Senior Notes due 2027.
During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) Revolving Credit Facility of $455.0 million and (ii) Senior Notes Due 2030 of $500.0 million. We made total principal repayments of $605.0 million relating to the Revolving Credit Facility.
During the year ended December 31, 2022, additional borrowings were obtained in connection with the (i) 2021 Bridge Loans of $239.5 million (ii) Revolving Credit Facility of $565.0 million and (iii) EB-5 Loan Agreement of $9.5 million. We made total principal repayments of (i) $604.5 million relating to the Revolving Credit Facility, (ii) $340.0 million related to the 2021 Bridge Loans and (iii) $200.0 million related to the Senior Notes due 2025.
•Proceeds from the sale of assets were $969.3 million, $477.9 million and $414.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.
•Proceeds from the issuance of preferred shares, net of underwriters discount and issuance costs, were $61.7 million during the year ended December 31, 2023. There were no issuances of preferred shares during the years ended December 31, 2024 and 2022. In October 2024, the Company redeemed in full the outstanding Series A preferred shares at a redemption price equal to $25.00 per share in cash, plus $1.6 million of accumulated and unpaid distributions thereon to, but not including, the redemption date of October 29, 2024.
On May 28, 2024, we entered into definitive agreements with the Former Manager and Master GP to internalize our management function. As part of the termination of the Management Agreement, we agreed to pay $150.0 million to the Former Manager. Following the internalization of management on May 28, 2024, we no longer pay a management fee or incentive distribution to the Former Manager or Master GP. Consequently, we have assumed general and administrative, and compensation and benefit expenses directly. We anticipate a savings in operation costs as a result of the Internalization.
We are currently evaluating several potential transactions and related financings, including, but not limited to, certain additional debt and equity financings, which could occur within the next 12 months. None of these potential transactions, negotiations, or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction or related financing.
Historical Cash Flow
The following table presents our historical cash flow from both continuing and discontinued operations:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | |||||||
| Cash flow data: | ||||||||||
| Net cash used in operating activities | $ | (187,956) | $ | 128,982 | $ | (20,657) | ||||
| Net cash used in investing activities | (469,498) | (373,349) | (411,253) | |||||||
| Net cash provided by financing activities | 681,814 | 282,208 | 44,914 |
Comparison of the years ended December 31, 2024 and 2023
Net cash used in operating activities increased $316.9 million, which primarily reflects (i) a decrease in our Net income of $235.1 million and increases in (ii) Changes in working capital of $178.5 million and (iii) Gain on sale of assets of $217.2 million, partially offset by certain adjustments to reconcile net income to cash used in operating activities including increases in (iv) Non-cash termination fee to affiliate (issuance of ordinary shares) of $150.0 million, (v) Deferred income taxes of $61.7 million, (vi) Depreciation and amortization of $48.2 million, a decrease in (vii) Security deposits and maintenance claims included in earnings of $23.8 million, an increase in (viii) Loss on extinguishment of debt of $17.1 million and a decrease in (ix) Other of $6.4 million
Net cash used in investing activities increased $96.1 million primarily due to increases in (i) Acquisition of leasing equipment of $397.6 million, (ii) Deposits for leasing equipment of $134.4 million, (iii) Acquisition of business, net of cash acquired of $118.0 million and (iv) Investments in financing receivables of $66.9 million, partially offset by higher (v) Proceeds from sale of assets of $491.4 million and (vi) Proceeds (refunds) from deposits on sale of leasing equipment of $78.4 million, and decreases in (vii) Acquisition of lease intangibles of $24.1 million, (viii) Investment in unconsolidated entities of $19.5 million and (ix) Investment in promissory notes of $11.5 million.
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Net cash provided by financing activities increased $399.6 million primarily due to increases in (i) Proceeds from debt of $1,630.2 million and (ii) Receipt of maintenance deposits under operating lease agreements of $19.0 million, partially offset by increases in (iii) Repayment of debt of $1,067.3 million and (iv) Redemption of preferred shares of $105.4 million, a decrease in (v) Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs of $61.7 million, and increases in (vi) Release of maintenance deposits under operating lease agreements of $6.9 million and (vii) Payment of deferred financing costs of $5.2 million.
Cash Flows of Discontinued Operations
The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows for all periods presented. Cash used in operating activities from discontinued operations were $63.9 million for the year ended December 31, 2022. Cash used in investing activities from discontinued operations were $136.3 million for the year ended December 31, 2022.
The absence of cash flows from discontinued operations is not expected to adversely affect our liquidity or our ability to fund capital expenditures or working capital needs.
Contractual Obligations
Our material cash requirements include the following contractual and other obligations:
Debt Obligations—As of December 31, 2024, we had outstanding principal and interest payment obligations of $3.5 billion and $1.4 billion through the maturity date of the debt, respectively, of which only interest payments of $229.8 million are due in the next twelve months. See Note 9 to the consolidated financial statements for additional information about our debt obligations.
Lease Obligations—As of December 31, 2024, we had outstanding operating and finance lease obligations of $37.5 million, of which, $2.9 million is due in the next twelve months.
Other Cash Requirements—In addition to our contractual obligations, we pay quarterly cash dividends on our ordinary shares and preferred shares, which are subject to change at the discretion of our Board of Directors. During 2024, we declared cash dividends of $121.6 million and $32.8 million on our ordinary shares and preferred shares, respectively.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
Critical Accounting Estimates and Policies
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. Note 2 to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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 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. 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.
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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. See Note 14 for additional information.
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 deposits 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 in the Consolidated Balance sheets, 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.
Leasing Equipment and Depreciation—Leasing equipment is 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 |
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 and the length of time an asset is off lease related to leasing equipment 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.
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.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
FY 2023 10-K MD&A
SEC filing source: 0001590364-24-000003.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Aviation Ltd. Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion of our cash flows for 2022 compared to 2021 is included in our Annual Report on Form 10-K for the year ended December 31, 2022, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We own, lease and sell aviation equipment. We also develop and manufacture through a joint venture, and repair and sell, through our maintenance facility and exclusivity arrangements, aftermarket components for aircraft engines. Additionally, we own and lease offshore energy equipment. We target assets that, on a combined basis, generate strong cash flows with potential for earnings growth and asset appreciation. We believe that there is a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital, will allow us to take advantage of these opportunities. We are externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), which has a dedicated team of experienced professionals focused on the acquisition of transportation assets since 2002. As of December 31, 2023, we had total consolidated assets of $3.0 billion and total equity of $175.9 million.
Impact of Russia’s Invasion of Ukraine
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 aircraft 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 for the year ended December 31, 2022, 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 engines were still located in Russia.
Our lessees are required to provide insurance coverage with respect to leased aircraft and engines, and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. The insured value of the aircraft and engines that remain in Russia is approximately $210.7 million. We intend to pursue all our claims under these policies. However, the timing and amount of any recoveries under these policies are uncertain.
The extent of the impact of Russia’s invasion of Ukraine and the related sanctions on our operational and financial performance, including the ability for us to recover our leasing equipment in the region, will depend on future developments, including the duration of the conflict, sanctions and restrictions imposed by Russian and international governments, all of which remain uncertain.
Spin-Off of FTAI Infrastructure Inc. (“FTAI Infrastructure”)
On August 1, 2022, Fortress Transportation and Infrastructure Investors LLC (“we”, “us”, “our”, “FTAI” or the “Company” pre-Merger, as defined below, and FTAI Aviation Ltd. post-Merger) effected a spin-off of the Company’s infrastructure business held by FTAI Infrastructure (a wholly-owned subsidiary of the Company) 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.
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 entities. 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
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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.
On November 10, 2022, the Company completed the transactions set forth in the Agreement and Plan of Merger (the “Merger”) between Fortress Transportation and Infrastructure Investors LLC (“FTAI”) and FTAI Aviation Ltd. (“FTAI Aviation”) and certain other parties, with FTAI becoming a subsidiary of the Company. As a result of the merger, the FTAI became a Cayman Islands exempted company. Upon merger completion, Fortress Transportation and Infrastructure Investors LLC public common shareholders’ shares of the Company were exchanged automatically for shares of FTAI Aviation Ltd. without any further action from the shareholders.
Operating Segments
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, repairs and sells, through our maintenance facility and exclusivity arrangements, aircraft engines and aftermarket components for aircraft engines. During the fourth quarter of 2023, the Company changed the composition of its operating segments to include product offerings for 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.
Our Manager
On May 22, 2023, Fortress and Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital (“Mubadala”), announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank Group Corp. (“SoftBank”). After the closing of the transaction, Fortress will continue to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.
Results of Operations
Adjusted EBITDA (Non-GAAP)
The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
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.
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The following table presents our consolidated results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 207,936 | $ | 179,314 | $ | 173,864 | $ | 28,622 | $ | 5,450 | ||||||||
| Maintenance revenue | 191,347 | 148,846 | 128,819 | 42,501 | 20,027 | |||||||||||||
| Asset sales revenue | 303,141 | 183,535 | — | 119,606 | 183,535 | |||||||||||||
| Aerospace products revenue | 454,970 | 178,515 | 23,301 | 276,455 | 155,214 | |||||||||||||
| Other revenue | 13,502 | 18,201 | 9,599 | (4,699) | 8,602 | |||||||||||||
| Total revenues | 1,170,896 | 708,411 | 335,583 | 462,485 | 372,828 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 502,132 | 248,385 | 14,308 | 253,747 | 234,077 | |||||||||||||
| Operating expenses | 110,163 | 132,264 | 59,615 | (22,101) | 72,649 | |||||||||||||
| General and administrative | 13,700 | 14,164 | 13,448 | (464) | 716 | |||||||||||||
| Acquisition and transaction expenses | 15,194 | 13,207 | 17,911 | 1,987 | (4,704) | |||||||||||||
| Management fees and incentive allocation to affiliate | 18,037 | 3,562 | 684 | 14,475 | 2,878 | |||||||||||||
| Depreciation and amortization | 169,877 | 152,917 | 147,740 | 16,960 | 5,177 | |||||||||||||
| Asset impairment | 2,121 | 137,219 | 10,463 | (135,098) | 126,756 | |||||||||||||
| Interest expense | 161,639 | 169,194 | 155,017 | (7,555) | 14,177 | |||||||||||||
| Total expenses | 992,863 | 870,912 | 419,186 | 121,951 | 451,726 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (1,606) | (369) | (1,403) | (1,237) | 1,034 | |||||||||||||
| Gain on sale of assets, net | — | 77,211 | 49,015 | (77,211) | 28,196 | |||||||||||||
| Loss on extinguishment of debt | — | (19,859) | (3,254) | 19,859 | (16,605) | |||||||||||||
| Other income (expense) | 7,590 | 207 | (490) | 7,383 | 697 | |||||||||||||
| Total other income | 5,984 | 57,190 | 43,868 | (51,206) | 13,322 | |||||||||||||
| Income (loss) from continuing operations before income taxes | 184,017 | (105,311) | (39,735) | 289,328 | (65,576) | |||||||||||||
| (Benefit from) provision for income taxes | (59,800) | 5,300 | 3,126 | (65,100) | 2,174 | |||||||||||||
| Net income (loss) from continuing operations | 243,817 | (110,611) | (42,861) | 354,428 | (67,750) | |||||||||||||
| Net loss from discontinued operations, net of income taxes | — | (101,416) | (87,845) | 101,416 | (13,571) | |||||||||||||
| Net income (loss) | 243,817 | (212,027) | (130,706) | 455,844 | (81,321) | |||||||||||||
| Less: Net income (loss) attributable to non-controlling interest in consolidated subsidiaries: | ||||||||||||||||||
| Continuing operations | — | — | — | — | — | |||||||||||||
| Discontinued operations | — | (18,817) | (26,472) | 18,817 | 7,655 | |||||||||||||
| Less: Dividends on preferred shares | 31,795 | 27,164 | 24,758 | 4,631 | 2,406 | |||||||||||||
| Net income (loss) attributable to shareholders | $ | 212,022 | $ | (220,374) | $ | (128,992) | $ | 432,396 | $ | (91,382) |
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The following table sets forth a reconciliation of net income (loss) attributable to shareholders from continuing operations to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Net income (loss) attributable to shareholders from continuing operations | $ | 212,022 | $ | (137,775) | $ | (67,619) | $ | 349,797 | $ | (70,156) | ||||||||
| Add: (Benefit from) provision for income taxes | (59,800) | 5,300 | 3,126 | (65,100) | 2,174 | |||||||||||||
| Add: Equity-based compensation expense | 1,638 | — | — | 1,638 | — | |||||||||||||
| Add: Acquisition and transaction expenses | 15,194 | 13,207 | 17,911 | 1,987 | (4,704) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | 19,859 | 3,254 | (19,859) | 16,605 | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 2,121 | 137,219 | 10,463 | (135,098) | 126,756 | |||||||||||||
| Add: Incentive allocations | 17,116 | 3,489 | — | 13,627 | 3,489 | |||||||||||||
| Add: Depreciation & amortization expense (1) | 213,641 | 190,031 | 175,718 | 23,610 | 14,313 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 193,434 | 196,358 | 179,775 | (2,924) | 16,583 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 310 | 40 | (1,203) | 270 | 1,243 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 1,606 | 369 | 1,403 | 1,237 | (1,034) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 597,282 | $ | 428,097 | $ | 322,828 | $ | 169,185 | $ | 105,269 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) depreciation and amortization expense of $169,877, $152,917 and $147,740, (ii) lease intangible amortization of $15,126, $13,913 and $4,993 and (iii) amortization for lease incentives of $28,638, $23,201 and $22,985, respectively.
(2) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $1,606, $369 and $1,403, (ii) depreciation and amortization expense of $1,488, $409 and $200 and (iii) acquisition and transaction expense of $428, $0 and $0, respectively.
Revenues
Presentation of assets sales
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 Revenues in the Consolidated Statement of Operations beginning in the third quarter of 2022 and is 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 (loss) on sale of assets, net on the Consolidated Statement of Operations, as we were previously only occasionally selling these assets. Generally, assets sold were included in Leasing equipment, net, on the Consolidated Balance Sheets.
Comparison of the years ended December 31, 2023 and 2022
Total revenues increased $462.5 million, primarily due to an increase in Aerospace Products revenue, Asset sales revenue, maintenance revenue and lease income.
Aerospace Products revenue increased $276.5 million driven by an increase in sales relating to the CFM56-7B, CFM56-5B and V2500 engines, engine modules, spare parts and used material inventory as operations continued to ramp-up in 2023. See above discussion regarding presentation of asset sales.
Asset sales revenue increased $119.6 million primarily due to an increase in the sale of commercial aircraft and engines in our Aviation Leasing segment during 2023. See above discussion regarding presentation of asset sales.
Lease income increased $28.6 million primarily due to an increase in the number of aircraft and engines placed on lease during the year and an increase in the Offshore Energy business as one of our vessels was on-hire longer in 2023 compared to 2022 and at higher rates.
Maintenance revenue increased $42.5 million primarily due to the recognition of maintenance deposits due to the early redelivery of five aircraft, an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation.
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Other revenue decreased $4.7 million primarily due to a decrease in end-of-lease redelivery compensation.
Expenses
Total expenses increased $122.0 million primarily due to higher (i) cost of sales, (ii) management fees and incentive allocation to affiliate and(iii) depreciation and amortization, partially offset by lower (iv) asset impairment, (v) operating expenses and (vi) interest expense.
Cost of sales increased $253.7 million primarily as a result of an increase in asset sales and Aerospace Product sales and the gross presentation of Asset sales revenue and Aerospace products revenues as described above.
Management fees and incentive allocation to affiliate increased $14.5 million primarily due to an increase in incentive fee due to the Manager driven by an increase in net income.
Depreciation and amortization increased $17.0 million primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Asset impairment decreased $135.1 million primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 5 to the consolidated financial statements for additional information.
Operating expenses decreased $22.1 million primarily due to:
•an decrease of $43.4 million in the Aviation Leasing segment primarily as a result of decrease in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, shipping and storage fees and repairs and maintenance expenses, partially offset by increases in insurance expenses.
•an increase of $12.8 million in the Offshore Energy business which reflects increases in offshore crew expenses, project costs and other operating expenses as our vessels were on-hire longer in 2023 compared to 2022.
•an increase of $8.5 million in the Aerospace Products segment primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in shipping and storage fees as operations continued to ramp-up in 2023.
Interest expense decreased $7.6 million, which reflects a decrease in the average outstanding debt of approximately $183.8 million primarily due to decreases in (i) the 2021 Bridge Loans of $178.3 million and (ii) the Senior Notes due 2025 of $116.7 million, which were partially redeemed in August 2022, partially offset by increases in (iii) the Revolving Credit Facility of $28.7 million and (iv) the Senior Notes due 2030 of $82.8 million, which were issued in November 2023.
Other income (expense)
Total other income decreased $51.2 million primarily due to (i) a decrease of $77.2 million in Gain on sale of assets, net in the Aviation Leasing and Aerospace Products segments due to the change in presentation of asset sales described above, partially offset by (ii) Loss on extinguishment of debt of $19.9 million recognized during 2022 related to the pay-down of the 2021 Bridge Loan issued in December 2021 and February 2022 and the partial redemption of Senior Notes due 2025.
(Benefit from) provision for income taxes
The benefit from income taxes increased $65.1 million primarily due to the Company establishing a deferred tax asset of $72.2 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 11 to the consolidated financial statements for additional information.
Net income (loss) from continuing operations
Net income from continuing operations increased $354.4 million primarily due to the changes noted above.
Net loss from discontinued operations
Net loss from discontinued operations decreased $101.4 million for the year ended December 31, 2023, compared to the prior year as these businesses have spun off and there is no corresponding activity in the current period.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $169.2 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2022 and 2021
Total revenues increased $372.8 million, primarily due to an increase in Asset sales revenue, Aerospace Products revenue, maintenance revenue and other revenue.
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Asset sales revenue increased $183.5 million primarily due to an increase in the sale of commercial aircraft and engines in our Aviation Leasing segment during 2022. See above discussion regarding presentation of asset sales.
Aerospace Products revenue increased $155.2 million driven by an increase in sales relating to the CFM56-7B, CFM56-5B and V2500 engines, engine modules, spare parts and used material inventory as operations ramped up in 2022. See above discussion regarding presentation of asset sales.
Maintenance revenue increased $20.0 million primarily due to an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation, partially offset by a decrease in the recognition of maintenance deposits due to the early redelivery of aircraft in the prior year and lower maintenance billings from early termination of aircraft leases with Russian airlines as a result of the sanctions imposed on Russian airlines during the first quarter of 2022.
Other revenue increased $8.6 million primarily due to an increase in end-of lease redelivery compensation.
Lease income decreased $5.5 million primarily due to a $4.7 million decrease in the Aviation leasing segment driven by the early termination of aircraft and engine leases as a result of the sanctions imposed on Russian airlines during the first quarter of 2022. Basic lease revenues from our owned aircraft and engines leased to Russian airlines was approximately $39.8 million for the year ended December 31, 2021. This decrease is partially offset by an increase in the number of aircraft and engines placed on lease during the year, and a $10.1 million increase in the Offshore Energy business as two of our vessels were on-hire longer in 2022 compared to 2021.
Expenses
Total expenses increased $451.7 million primarily due to higher (i) cost of sales, (ii) asset impairment charges, (iii) operating expenses, (iv) interest expense, (v) depreciation and amortization, and (vi) management fees and incentive allocation to affiliate partially offset by lower (vii) acquisition and transaction expenses.
Cost of sales increased $234.1 million primarily as a result of an increase in asset sales and Aerospace Product sales and the gross presentation of asset sales revenue and Aerospace Product revenues as described above.
Asset impairment increased $126.8 million primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 5 to the consolidated financial statements for additional information.
Operating expenses increased $72.6 million primarily due to:
•an increase of $48.5 million in the Aviation Leasing segment primarily as a result of an increase in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, and increases in insurance expense, shipping and storage fees, professional fees, and repairs and maintenance expenses.
•an increase of $17.6 million in the Offshore Energy business which reflects increases in offshore crew expenses, project costs and other operating expenses as our vessels were on-hire longer in 2022 compared to 2021, as well as crane repairs on one of our vessels.
•an increase of $6.5 million in the Aerospace Products segment primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in professional fees and other operating expenses due to the ramp-up of Aerospace Products.
Interest expense increased $14.2 million, which reflects an increase in the average outstanding debt of approximately $354.7 million due to increases in (i) the Senior Notes due 2028 of $459.7 million, (ii) the 2021 Bridge Loans issued in December 2021 and February 2022 of $169.9 million and (iii) the Revolving Credit Facility of $49.7 million, partially offset by a decrease in (iv) the Bridge Loans of $108.3 million, (v) the Senior Notes due 2022 of $133.1 million, which was redeemed in full in May 2021, and (vi) the Senior Notes due 2025 of $83.2 million, which were partially redeemed in August 2022.
Depreciation and amortization increased $5.2 million primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Management fees and incentive allocation to affiliate increased $2.9 million primarily due to an increase in incentive fee due to the Manager.
Acquisition and transaction expenses decreased $4.7 million primarily due to a decrease in professional fees related to the Transtar acquisition in 2021.
Other income (expense)
Total other income increased $13.3 million primarily due to (i) an increase of $28.2 million in Gain on sale of assets, net in the Aviation Leasing and Aerospace Products segments from more opportunistic asset sales transactions, partially offset by (ii) an increase of $16.6 million in loss on extinguishment of debt primarily related to the 2022 paydown of the 2021 Bridge Loan and the partial redemption of the Senior Notes due 2025 in connection with the spin-off of FTAI Infrastructure. See above discussion regarding presentation of asset sales and impact on Gain on sales of assets, net.
Provision for income taxes
The provision for income taxes increased $2.2 million primarily due to a higher provision in the Aerospace Products segment.
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Net loss from continuing operations
Net loss from continuing operations increased $67.8 million primarily due to the changes noted above.
Net loss from discontinued operations
Net loss from discontinued operations increased $13.6 million primarily due to:
•An increase in net loss of $34.7 million in the Ports and Terminals business in 2022 of which $32.6 million relates to our equity pick-up in net losses for the Long Ridge investment.
•An increase in acquisition and transaction expense of $11.9 million during 2022 related to the spin-off of the infrastructure business;
•Offset by a decrease in net loss of $22.6 million in the Jefferson business in 2022 which is primarily driven by seven months of activity during 2022 compared to a full year of activity in 2021; and
•An increase in net income of $8.4 million on the Transtar business, which was acquired on July 28, 2021.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $105.3 million primarily due to the changes noted above.
Aviation Leasing Segment
As of December 31, 2023, in our Aviation Leasing segment, we own and manage 363 aviation assets, consisting of 96 commercial aircraft and 267 engines, including eight aircraft and seventeen engines that were still located in Russia.
As of December 31, 2023, 76 of our commercial aircraft and 175 of our engines were leased to operators or other third parties. Aviation assets currently off lease are either undergoing repair and/or maintenance, being prepared to go on lease or held in short term storage awaiting a future lease. Our aviation equipment was approximately 77% utilized during the three months ended December 31, 2023, based on the percent of days on-lease in the quarter weighted by the monthly average equity value of our aviation leasing equipment, excluding airframes. Our aircraft currently have a weighted average remaining lease term of 47 months, and our engines currently on-lease have an average remaining lease term of 16 months. The table below provides additional information on the assets in our Aviation Leasing segment:
| Aviation Assets | Widebody | Narrowbody | Total | ||||
|---|---|---|---|---|---|---|---|
| Aircraft | |||||||
| Assets at January 1, 2023 | 8 | 98 | 106 | ||||
| Purchases | — | 40 | 40 | ||||
| Sales | (2) | (11) | (13) | ||||
| Transfers | (1) | (36) | (37) | ||||
| Assets at December 31, 2023 | 5 | 91 | 96 | ||||
| Engines | |||||||
| Assets at January 1, 2023 | 40 | 184 | 224 | ||||
| Purchases | 7 | 94 | 101 | ||||
| Sales | (17) | (24) | (41) | ||||
| Transfers | 2 | (19) | (17) | ||||
| Assets at December 31, 2023 | 32 | 235 | 267 |
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The following table presents our results of operations for our Aviation Leasing segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 179,704 | $ | 159,068 | $ | 163,733 | $ | 20,636 | $ | (4,665) | ||||||||
| Maintenance revenue | 191,347 | 148,846 | 128,819 | 42,501 | 20,027 | |||||||||||||
| Asset sales revenue | 303,141 | 183,535 | — | 119,606 | 183,535 | |||||||||||||
| Other revenue | 7,419 | 11,499 | 5,569 | (4,080) | 5,930 | |||||||||||||
| Total revenues | 681,611 | 502,948 | 298,121 | 178,663 | 204,827 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 221,852 | 138,904 | — | 82,948 | 138,904 | |||||||||||||
| Operating expenses | 37,876 | 81,232 | 32,757 | (43,356) | 48,475 | |||||||||||||
| Acquisition and transaction expenses | 7,150 | 1,923 | 982 | 5,227 | 941 | |||||||||||||
| Depreciation and amortization | 158,354 | 144,258 | 139,678 | 14,096 | 4,580 | |||||||||||||
| Asset impairment | 2,121 | 137,219 | 10,463 | (135,098) | 126,756 | |||||||||||||
| Total expenses | 427,353 | 503,536 | 183,880 | (76,183) | 319,656 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | (148) | 740 | — | (888) | 740 | |||||||||||||
| Gain on sale of assets, net | — | 59,048 | 28,631 | (59,048) | 30,417 | |||||||||||||
| Other income (expense) | 1,300 | 246 | (527) | 1,054 | 773 | |||||||||||||
| Total other income | 1,152 | 60,034 | 28,104 | (58,882) | 31,930 | |||||||||||||
| Income before income taxes | 255,410 | 59,446 | 142,345 | 195,964 | (82,899) | |||||||||||||
| (Benefit from) provision for income taxes | (36,193) | 2,502 | 2,073 | (38,695) | 429 | |||||||||||||
| Net income | 291,603 | 56,944 | 140,272 | 234,659 | (83,328) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 291,603 | $ | 56,944 | $ | 140,272 | $ | 234,659 | $ | (83,328) |
38
The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Net income attributable to shareholders | $ | 291,603 | $ | 56,944 | $ | 140,272 | $ | 234,659 | $ | (83,328) | ||||||||
| Add: (Benefit from) provision for income taxes | (36,193) | 2,502 | 2,073 | (38,695) | 429 | |||||||||||||
| Add: Equity-based compensation expense | 337 | — | — | 337 | — | |||||||||||||
| Add: Acquisition and transaction expenses | 7,150 | 1,923 | 982 | 5,227 | 941 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 2,121 | 137,219 | 10,463 | (135,098) | 126,756 | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense (1) | 202,118 | 181,372 | 167,656 | 20,746 | 13,716 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 104 | 925 | — | (821) | 925 | |||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities | 148 | (740) | — | 888 | (740) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 467,388 | $ | 380,145 | $ | 321,446 | $ | 87,243 | $ | 58,699 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) depreciation expense of $158,354, $144,258 and $139,678, (ii) lease intangible amortization of $15,126, $13,913 and $4,993 and (iii) amortization for lease incentives of $28,638, $23,201 and $22,985, respectively.
(2) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net (loss) income of $(148), $740 and $0 and (ii) depreciation and amortization of $252, $185 and $0, respectively.
Comparison of the years ended December 31, 2023 and 2022
Revenues
Total revenues increased $178.7 million driven by an increase in asset sales revenue, maintenance revenue and lease income, partially offset by a decrease in other revenue.
•Asset sales revenue increased $119.6 million primarily due to an increase in the sale of commercial aircraft and engines. See above discussion regarding presentation of asset sales.
•Maintenance revenue increased $42.5 million primarily due to the recognition of maintenance deposits due to the early redelivery of five aircraft, an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation.
•Lease income increased $20.6 million primarily due to an increase in the number of aircraft and engines placed on lease during the year, partially offset by an increase in the number of aircraft and engines redelivered.
•Other revenue decreased $4.1 million primarily due to a decrease in end-of-lease redelivery compensation.
Expenses
Total expenses decreased $76.2 million primarily driven by a decrease in asset impairment and operating expenses, partially offset by an increase in cost of sales, depreciation and amortization and acquisition and transaction expenses.
39
•Asset impairment decreased $135.1 million primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 5 to the consolidated financial statements for additional information.
•Operating expenses decreased $43.4 million primarily as a result of decreases in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, shipping and storage fees and repairs and maintenance expenses, partially offset by an increase in insurance expense.
•Cost of sales increased $82.9 million primarily as a result of an increase in asset sales and the gross presentation of asset sales revenues and related costs of sales as described above.
•Depreciation and amortization expense increased $14.1 million driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Acquisition and transaction expenses increased $5.2 million driven by higher compensation and related costs associated with the acquisition of aviation leasing equipment.
Other income (expense)
Total other income decreased $58.9 million primarily due to a decrease of $59.0 million in Gain on sale of assets, net due to the change in presentation of asset sales.
(Benefit from) provision for income taxes
The benefit from income taxes increased $38.7 million primarily due to the Company establishing a deferred tax asset of $46.6 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 11 to the consolidated financial statements for additional information.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $87.2 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2022 and 2021
Revenues
Total revenues increased $204.8 million driven by an increase in asset sales revenue, maintenance revenue and other revenue, partially offset by a decrease in lease income.
•Asset sales revenue increased $183.5 million primarily due to an increase in the sale of commercial aircraft and engines during 2022. See above discussion regarding presentation of asset sales.
•Maintenance revenue increased $20.0 million primarily due to an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation, partially offset by a decrease in the recognition of maintenance deposits due to the early redelivery of aircraft in the prior year and lower maintenance billings from the early termination of aircraft leases with Russian airlines as a result of the sanctions imposed on Russian airlines during the first quarter of 2022.
•Other revenue increased $5.9 million primarily due to an increase in end-of-lease redelivery compensation.
•Lease income decreased $4.7 million primarily due to the early termination of aircraft and engine leases as a result of the sanctions imposed on Russian airlines during the first quarter of 2022. Basic lease revenues from our owned aircraft and engines leased to Russian airlines was approximately $39.8 million for the year ended December 31, 2021. This decrease is partially offset by an increase in the number of aircraft and engines placed on lease during the year.
Expenses
40
Total expenses increased $319.7 million primarily driven by an increase in cost of sales, asset impairment, operating expenses and depreciation and amortization expense.
•Cost of sales increased $138.9 million primarily as a result of an increase in asset sales and the gross presentation of asset sales revenues and related costs of sales as described above.
•Asset impairment increased $126.8 million primarily due to the 2022 write down of aircraft and engines located in Russia and Ukraine that were deemed not recoverable. See Note 5 to the consolidated financial statements for additional information.
•Operating expenses increased $48.5 million primarily as a result of an increase in provision for credit losses as a result of the sanctions imposed on Russian airlines in 2022, and increases in insurance expense, shipping and storage fees, professional fees, and repairs and maintenance expenses.
•Depreciation and amortization expense increased $4.6 million driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Other income (expense)
Total other income increased $31.9 million primarily due to an increase of $30.4 million in Gain on the sale of assets, net due to more opportunistic sales transactions.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $58.7 million primarily due to the changes noted above.
Aerospace Products Segment
The Aerospace Products segment develops and manufactures through a joint venture, repairs and sells, through our maintenance facility and exclusivity arrangements, aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines. Our engine and module sales are facilitated through The Module Factory, a dedicated commercial maintenance program, designed to focus on modular repair and refurbishment of CFM56-7B and CFM56-5B engines, performed by a third party. Used serviceable material is sold through our exclusive partnership with AAR Corp, who is responsible for the teardown, repair, marketing and sales of spare parts from our CFM56 engine pool. In December 2023, we acquired the remaining interest in Quick Turn Engine Center LLC or “QuickTurn” (previously iAero Thrust LLC), a hospital maintenance and testing facility dedicated to the CFM56 engine. Refer to Note 4 “Acquisition of QuickTurn”, for additional information. We also hold a 25% interest in the Advanced Engine Repair JV which focuses on developing new cost savings programs for engine repairs.
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Aerospace products revenue | $ | 454,970 | $ | 178,515 | $ | 23,301 | $ | 276,455 | $ | 155,214 | ||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 280,280 | 109,481 | 14,308 | 170,799 | 95,173 | |||||||||||||
| Operating expenses | 20,459 | 11,967 | 5,429 | 8,492 | 6,538 | |||||||||||||
| Acquisition and transaction expenses | 1,722 | 243 | — | 1,479 | 243 | |||||||||||||
| Depreciation and amortization | 661 | 258 | 66 | 403 | 192 | |||||||||||||
| Total expenses | 303,122 | 121,949 | 19,803 | 181,173 | 102,146 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (1,458) | (1,109) | (1,403) | (349) | 294 | |||||||||||||
| Gain on sale of assets, net | — | 18,163 | 20,384 | (18,163) | (2,221) | |||||||||||||
| Other income | 5,347 | — | — | 5,347 | — | |||||||||||||
| Total other income | 3,889 | 17,054 | 18,981 | (13,165) | (1,927) | |||||||||||||
| Income before income taxes | 155,737 | 73,620 | 22,479 | 82,117 | 51,141 | |||||||||||||
| (Benefit from) provision for income taxes | (24,440) | 2,961 | 1,135 | (27,401) | 1,826 | |||||||||||||
| Net income | 180,177 | 70,659 | 21,344 | 109,518 | 49,315 | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 180,177 | $ | 70,659 | $ | 21,344 | $ | 109,518 | $ | 49,315 |
41
The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Net income attributable to shareholders | $ | 180,177 | $ | 70,659 | $ | 21,344 | $ | 109,518 | $ | 49,315 | ||||||||
| Add: (Benefit from) provision for income taxes | (24,440) | 2,961 | 1,135 | (27,401) | 1,826 | |||||||||||||
| Add: Equity-based compensation expense | 225 | — | — | 225 | — | |||||||||||||
| Add: Acquisition and transaction expenses | 1,722 | 243 | — | 1,479 | 243 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 661 | 258 | 66 | 403 | 192 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | 206 | (885) | (1,203) | 1,091 | 318 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 1,458 | 1,109 | 1,403 | 349 | (294) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 160,009 | $ | 74,345 | $ | 22,745 | $ | 85,664 | $ | 51,600 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $1,458, $1,109 and $1,403 (ii) depreciation and amortization of $1,236, $224 and $200 and (iii) acquisition and transaction expense of $428, $0, $0, respectively.
Comparison of the years ended December 31, 2023 and 2022
Revenues
Total Aerospace Products revenue increased $276.5 million primarily driven by an increase in sales relating to the CFM56-7B, CFM56-5B and V2500 engines, engine modules, spare parts and used material inventory as operations continued to ramp-up in 2023. See above discussion regarding presentation of asset sales.
Expenses
Total expenses increased $181.2 million primarily due to an increase in costs of sales and operating expenses.
•Cost of sales increased $170.8 million primarily as a result of an increase in Aerospace Product sales and the gross presentation described above.
•Operating expenses increased $8.5 million primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in shipping and storage fees as operations continued to ramp-up in 2023.
Other income (expense)
Total other income decreased $13.2 million which primarily reflects a decrease of $18.2 million in Gain on sale of assets, net, partially offset by an increase of $5.3 million in gain on consolidation of investment in connection with the QuickTurn acquisition, and an increase of $0.3 million in our proportionate share of unconsolidated entities’ net loss. See above discussion regarding presentation of asset sales.
(Benefit from) provision for income taxes
The benefit from income taxes increased $27.4 million primarily due to the Company establishing a deferred tax asset of $25.6 million in connection with a tax law change in Bermuda, which was recorded as a benefit from income taxes during the fourth quarter of 2023. See Note 11 to the consolidated financial statements for additional information.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $85.7 million primarily due to the changes noted above.
42
Comparison of the years ended December 31, 2022 and 2021
Revenues
Total Aerospace Products revenue increased $155.2 million primarily driven by an increase in sales relating to the CFM56-7B, CFM56-5B and V2500 engines, engine modules, spare parts and used material inventory as operations ramped up in 2022. See above discussion regarding presentation of asset sales.
Expenses
Total expenses increased $102.1 million primarily due to an increase in costs of sales and operating expenses.
•Cost of sales increased $95.2 million primarily as a result of an increase in Aerospace Product sales and the gross presentation described above.
•Operating expenses increased $6.5 million primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in professional fees and other operating expenses due to the ramp-up of Aerospace Products.
Other income (expense)
Total other income decreased $1.9 million, which primarily reflects a decrease of $2.2 million in Gain on sale of assets, net. See above discussion regarding presentation of asset sales.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $51.6 million primarily due to the changes noted above.
Corporate and Other
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 28,232 | $ | 20,246 | $ | 10,131 | $ | 7,986 | $ | 10,115 | ||||||||
| Other revenue | 6,083 | 6,702 | 4,030 | (619) | 2,672 | |||||||||||||
| Total revenues | 34,315 | 26,948 | 14,161 | 7,367 | 12,787 | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 51,828 | 39,065 | 21,429 | 12,763 | 17,636 | |||||||||||||
| General and administrative | 13,700 | 14,164 | 13,448 | (464) | 716 | |||||||||||||
| Acquisition and transaction expenses | 6,322 | 11,041 | 16,929 | (4,719) | (5,888) | |||||||||||||
| Management fees and incentive allocation to affiliate | 18,037 | 3,562 | 684 | 14,475 | 2,878 | |||||||||||||
| Depreciation and amortization | 10,862 | 8,401 | 7,996 | 2,461 | 405 | |||||||||||||
| Interest expense | 161,639 | 169,194 | 155,017 | (7,555) | 14,177 | |||||||||||||
| Total expenses | 262,388 | 245,427 | 215,503 | 16,961 | 29,924 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Loss on extinguishment of debt | — | (19,859) | (3,254) | 19,859 | (16,605) | |||||||||||||
| Other income (expense) | 943 | (39) | 37 | 982 | (76) | |||||||||||||
| Total other income (expense) | 943 | (19,898) | (3,217) | 20,841 | (16,681) | |||||||||||||
| Loss before income taxes | (227,130) | (238,377) | (204,559) | 11,247 | (33,818) | |||||||||||||
| Provision for (benefit from) income taxes | 833 | (163) | (82) | 996 | (81) | |||||||||||||
| Net loss | (227,963) | (238,214) | (204,477) | 10,251 | (33,737) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Less: Dividends on preferred shares | 31,795 | 27,164 | 24,758 | 4,631 | 2,406 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (259,758) | $ | (265,378) | $ | (229,235) | $ | 5,620 | $ | (36,143) |
43
The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | '23 vs '22 | '22 vs '21 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (259,758) | $ | (265,378) | $ | (229,235) | $ | 5,620 | $ | (36,143) | ||||||||
| Add: Provision for (benefit from) income taxes | 833 | (163) | (82) | 996 | (81) | |||||||||||||
| Add: Equity-based compensation expense | 1,076 | — | — | 1,076 | — | |||||||||||||
| Add: Acquisition and transaction expenses | 6,322 | 11,041 | 16,929 | (4,719) | (5,888) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | 19,859 | 3,254 | (19,859) | 16,605 | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | 17,116 | 3,489 | — | 13,627 | 3,489 | |||||||||||||
| Add: Depreciation and amortization expense | 10,862 | 8,401 | 7,996 | 2,461 | 405 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 193,434 | 196,358 | 179,775 | (2,924) | 16,583 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (30,115) | $ | (26,393) | $ | (21,363) | $ | (3,722) | $ | (5,030) |
Comparison of the years ended December 31, 2023 and 2022
Revenues
Total revenues increased $7.4 million primarily due to an increase in the Offshore Energy business, as one of our vessels was on-hire longer in 2023 compared to 2022, and at higher rates.
Expenses
Total expenses increased $17.0 million primarily due to higher management fees and incentive allocation to affiliate, operating expenses, depreciation and amortization, partially offset by lower interest expense and lower acquisition and transaction expenses.
•Management fees and incentive allocation to affiliate increased $14.5 million primarily due to an increase in incentive fee due to the Manager driven by an increase in net income.
•Operating expenses increased $12.8 million which reflects increases in offshore crew expenses, project costs and other operating expenses for one of our vessels driven by increased cost of operations based on the operating location of the vessel, as well as increased number of days on-hire. Additionally, repairs and maintenance expense increased due to repairs on one of our vessels.
•Depreciation and amortization increased $2.5 million primarily due to new assets being placed into service in the Offshore Energy business.
•Interest expense decreased $7.6 million, which reflects a decrease in the average outstanding debt of approximately $183.8 million primarily due to decreases in (i) the 2021 Bridge Loans of $178.3 million and (ii) the Senior Notes due 2025 of $116.7 million, which were partially redeemed in August 2022, partially offset by increases in (iii) the Revolving Credit Facility of $28.7 million and (iv) the Senior Notes due 2030 of $82.8 million, which were issued in November 2023.
•Acquisition and transaction expenses decreased $4.7 million primarily due to lower professional fees related to strategic transactions.
Other income (expense)
Total other expense decreased $20.8 million which primarily reflects $19.9 million decrease in loss on extinguishment of debt primarily related to the 2022 pay-down of the 2021 Bridge Loans and the partial redemption of the Senior Notes due 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased $3.7 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2022 and 2021
Revenues
44
Total revenues increased $12.8 million primarily due to an increase in the Offshore Energy business as two of our vessels were on-hire longer in 2022 compared to 2021.
Expenses
Total expenses increased $29.9 million primarily due to higher interest expense, operating expenses, management fees and incentive allocation to affiliate partially offset by lower acquisition and transaction expenses.
•Interest expense increased $14.2 million, which reflects an increase in the average outstanding debt of approximately $354.7 million due to increases in (i) the Senior Notes due 2028 of $459.7 million, (ii) the 2021 Bridge Loans issued in December 2021 and February 2022 of $169.9 million and (iii) the Revolving Credit Facility of $49.7 million, partially offset by a decrease in (iv) the Bridge Loans of $108.3 million, (v) the Senior Notes due 2022 of $133.1 million, which was redeemed in full in May 2021, and (vi) the Senior Notes due 2025 of $83.2 million, which were partially redeemed in August 2022.
•Operating expenses increased $17.6 million which reflects increases in offshore crew expenses, project costs and other operating expenses as our vessels were on-hire longer in 2022 compared to 2021, as well as crane repairs on one of our vessels.
•Management fees and incentive allocation to affiliate increased $2.9 million primarily due to an increase in incentive fee due to the Manager.
•Acquisition and transaction expenses decreased $5.9 million primarily due to a decrease in professional fees related to the Transtar acquisition in 2021.
Other income (expense)
Total other expense increased $16.7 million which primarily reflects a $16.6 million increase in loss on extinguishment of debt primarily related to the 2022 pay-down of the 2021 Bridge Loans and the partial redemption of the Senior Notes due 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased $5.0 million primarily due to the changes noted above.
Transactions with Affiliates and Affiliated Entities
We are managed by the Manager, an affiliate of Fortress, pursuant to the Management Agreement which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager. Our Management Agreement requires our Manager to manage our business affairs in conformity with a broad asset acquisition strategy adopted and monitored by our board of directors. From time to time, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates or other affiliates of Fortress, which may include, but are not limited to, certain financing arrangements, acquisition of assets, acquisition of debt obligations, debt, co-investments, and other assets that present an actual, potential or perceived conflict of interest. Please see Note 12 to our consolidated financial statements included elsewhere in this filing for more information.
Geographic Information
Please refer to Note 13 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for a report, by geographic area for each segment, of revenues from our external customers, for the years ended December 31, 2023, 2022 and 2021, as well as a report of our total property, plant and equipment as of December 31, 2023 and 2022.
Liquidity and Capital Resources
On November 21, 2023, we issued $500 million aggregate principal amount of 2030 Notes. We used a portion of the proceeds to repay $250 million of outstanding borrowings under the Revolving Credit Facility, and used the remaining proceeds for general corporate purposes, and the funding of acquisitions and investments.
We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during various environments. This includes limiting discretionary spending across the organization and re-prioritizing our investments as necessary.
Our principal uses of liquidity have been and continue to be (i) acquisitions of aircraft and engines, (ii) dividends to our ordinary and preferred shareholders, (iii) expenses associated with our operating activities, and (iv) debt service obligations associated with our investments.
•Cash used for the purpose of making investments was $861.5 million, $831.5 million and $1.5 billion during the years ended December 31, 2023, 2022, and 2021, respectively.
•Distributions to shareholders, including cash dividends, were $151.6 million, $155.6 million and $142.8 million during the years ended December 31, 2023, 2022 and 2021, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
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Our principal sources of liquidity to fund these uses have been and continue to be (i) revenues from our aviation assets (including finance lease collections and maintenance reserve collections) net of operating expenses, (ii) proceeds from borrowings or the issuance of securities and (iii) proceeds from asset sales.
•Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $163.0 million, $29.4 million and $16.9 million during the years ended December 31, 2023, 2022, and 2021, respectively.
•During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) Revolving Credit Facility of $455.0 million and (ii) Senior Notes Due 2030 of $500.0 million. We made total principal repayments of $605.0 million relating to the Revolving Credit Facility.
During the year ended December 31, 2022, additional borrowings were obtained in connection with the (i) 2021 Bridge Loans of $239.5 million (ii) Revolving Credit Facility of $565.0 million and (iii) EB-5 Loan Agreement of $9.5 million. We made total principal repayments of (i) $604.5 million relating to the Revolving Credit Facility, (ii) $340.0 million related to the 2021 Bridge Loans and (iii) $200.0 million related to the Senior Notes due 2025.
During the year ended December 31, 2021, additional borrowings were obtained in connection with the (i) Senior Notes due 2028 of $1.0 billion, (ii) Revolving Credit Facility of $690.0 million, (iii) Bridge Loan Agreement of $650.0 million, (iv) Series 2021 Bonds of $425.0 million, (v) 2021 Bridge Loans of $100.5 million and (vi) EB-5 Loan Agreement of $26.1 million. We made principal payments of $1.6 billion related to the Bridge Loan Agreement, Revolving Credit Facility and Senior Notes due 2022.
•Proceeds from the sale of assets were $477.9 million, $414.2 million and $163.4 million during the years ended December 31, 2023, 2022, and 2021, respectively.
•Proceeds from the issuance of ordinary shares, net of issuance costs were $323.1 million during the year ended December 31, 2021. There were no issuances of ordinary shares in 2023 or 2022.
•Proceeds from the issuance of preferred shares, net of underwriters discount and issuance costs, were $61.7 million and $101.2 million during the years ended December 31, 2023 and 2021, respectively. There were no issuances of preferred shares during the year ended December 31, 2022.
We are currently evaluating several potential transactions and related financings, including, but not limited to, certain additional debt and equity financings, which could occur within the next 12 months. None of these potential transactions, negotiations, or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction or related financing.
Historical Cash Flow
The following table presents our historical cash flow from both continuing and discontinued operations:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | |||||||
| Cash flow data: | ||||||||||
| Net cash used in operating activities | $ | 128,982 | $ | (20,657) | $ | (22,044) | ||||
| Net cash used in investing activities | (373,349) | (411,253) | (1,286,958) | |||||||
| Net cash provided by financing activities | 282,208 | 44,914 | 1,587,645 |
Comparison of the years ended December 31, 2023 and 2022
Net cash used in operating activities decreased $149.6 million, which primarily reflects (i) a decrease in our Net loss of $455.8 million and (ii) Changes in working capital of $52.8 million, partially offset by certain adjustments to reconcile net income to cash used in operating activities including decreases in (i) Asset impairment of $135.1 million, (ii) Equity in losses of unconsolidated entities of $45.4 million, (iii) Provision for credit losses of $41.4 million, (iv) Depreciation and amortization of $23.4 million, (v) Loss on extinguishment of debt of $19.9 million, and (vi) an increase in gain on sale of assets of $19.1 million.
Net cash used in investing activities decreased $37.9 million primarily due to (i) a decrease in Acquisition of property, plant and equipment of $138.0 million and (ii) higher Proceeds from the sale of leasing equipment of $68.9 million, partially offset by increases in (i) Acquisition of leasing equipment of $111.5 million, (ii) Acquisition of business, net of cash acquired, of $25.8 million, (iii) Purchase deposit for acquisitions of $17.3 million, and (iv) Investment of unconsolidated entities of $12.2 million.
Net cash provided by financing activities increased $237.3 million primarily due to (i) a decrease in Repayment of debt of $539.5 million, (ii) an increase in Proceeds from debt of $137.7 million and (iii) an increase in Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs of $61.7 million, partially offset by a decrease in the one-time Dividend from spin-off of FTAI Infrastructure, net of cash transferred of $500.6 million.
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Cash Flows of Discontinued Operations
The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows for all periods presented. Cash used in operating activities from discontinued operations were $63.9 million, and $61.7 million for the years ended December 31, 2022 and 2021, respectively. Cash used in investing activities from discontinued operations were $136.3 million, and $828.7 million for the years ended December 31, 2022 and 2021, respectively.
The absence of cash flows from discontinued operations is not expected to adversely affect our liquidity or our ability to fund capital expenditures or working capital needs.
Contractual Obligations
Our material cash requirements include the following contractual and other obligations:
Debt Obligations—As of December 31, 2023, we had outstanding principal and interest payment obligations of $2.6 billion and $728.6 million through the maturity date of the debt, respectively, of which only interest payments of $177.4 million are due in the next twelve months. See Note 8 to the consolidated financial statements for additional information about our debt obligations.
Lease Obligations—As of December 31, 2023, we had outstanding operating and finance lease obligations of $2.0 million, of which, $0.9 million is due in the next twelve months.
Other Cash Requirements—In addition to our contractual obligations, we pay quarterly cash dividends on our ordinary shares and preferred shares, which are subject to change at the discretion of our Board of Directors. During 2023, we declared cash dividends of $119.8 million and $31.8 million on our ordinary shares and preferred shares, respectively.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
Critical Accounting Estimates and Policies
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. Note 2 to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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 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. 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.
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. See Note 10 for additional information.
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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. Shipping costs to deliver assets to customers are included in cost of sales. 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.
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 deposits 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 in the Consolidated Balance sheets, 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.
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 |
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.
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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.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
FY 2022 10-K MD&A
SEC filing source: 0001590364-23-000007.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Aviation Ltd. Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion of our cash flows for 2021 compared to 2020 is included in our Annual Report on Form 10-K for the year ended December 31, 2021, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We own, lease and sell aviation equipment. We also develop and manufacture through a joint venture, and repair and sell, through exclusivity arrangements, aftermarket components for aircraft engines. Additionally, we own and lease offshore energy equipment. We target assets that, on a combined basis, generate strong cash flows with potential for earnings growth and asset appreciation. We believe that there is a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital, will allow us to take advantage of these opportunities. We are externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), which has a dedicated team of experienced professionals focused on the acquisition of transportation assets since 2002. As of December 31, 2022, we had total consolidated assets of $2.4 billion and total equity of $19.4 million.
Impact of Russia’s Invasion of Ukraine
Due to Russia’s invasion of Ukraine during the first quarter of 2022, the United States, European Union, United Kingdom, and others have imposed economic sanctions and export controls against Russia and Russia’s aviation industry. The sanctions include but are not limited to the ban on the export and sale or lease of all aircraft, engines, and equipment and on all related repair and maintenance services to Russia and Russian airlines. We have complied, and will continue to comply, with all applicable sanctions and we have terminated the leases of all our aircraft and engines with Russian airlines. As a result of the sanctions imposed on Russian airlines and related lease terminations, we recognized approximately $47.1 million in provision for credit losses during the year ended December 31, 2022.
We continue to pursue efforts to remove and repossess all of our aircraft and engines from Russia and Ukraine. As of December 31, 2022, four aircraft and one engine were still located in Ukraine and eight aircraft and seventeen engines were still located in Russia. We determined that it is unlikely that we will regain possession of the aircraft that had not been recovered from Ukraine and Russia during the first quarter of 2022. As a result, we recognized an impairment charge totaling $120.0 million, net of maintenance deposits, to write-off the carrying value of leasing equipment assets that we have not recovered from Ukraine and Russia for the year ended December 31, 2022.
Our lessees are required to provide insurance coverage with respect to leased aircraft and engines, and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. The insured value of the aircraft and engines that remain in Ukraine and Russia is approximately $274.0 million. We are pursuing all our claims under these policies. However, the timing and amount of any recoveries under these policies are uncertain.
The extent of the impact of Russia’s invasion of Ukraine and the related sanctions on our operational and financial performance, including the ability for us to recover our leasing equipment in the region, will depend on future developments, including the duration of the conflict, sanctions and restrictions imposed by Russian and international governments, all of which remain uncertain.
Spin-Off of FTAI Infrastructure Inc. (“FTAI Infrastructure”)
On August 1, 2022, Fortress Transportation and Infrastructure Investors LLC (“we”, “us”, “our”, “FTAI” or the “Company” pre-Merger, as defined below, and FTAI Aviation Ltd. post-Merger) effected a spin-off of the Company’s infrastructure business held by FTAI Infrastructure (a wholly-owned subsidiary of the Company 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.
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 entities. 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
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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.
On November 10, 2022, the Company completed the transactions set forth in the Agreement and Plan of Merger (the “Merger”) between Fortress Transportation and Infrastructure Investors LLC (“FTAI”) and FTAI Aviation Ltd. (“FTAI Aviation”) and certain other parties, with FTAI becoming a subsidiary of the company. As a result of the merger, the FTAI became a Cayman Islands exempted company. Upon merger completion, Fortress Transportation and Infrastructure Investors LLC public common shareholders’ shares of the Company were exchanged automatically for shares of FTAI Aviation Ltd. without any further action from the shareholders.
Operating Segments
As a result of the spin-off of FTAI Infrastructure effective August 1, 2022, the Company reevaluated its operating segments. 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 exclusivity arrangements, aircraft engines and aftermarket components for aircraft engines. Prior periods have been restated to reflect the change in accordance with the requirements of ASC 280, Segment Reporting.
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.
Our Manager
On December 27, 2017, SoftBank Group Corp. (“SoftBank”) completed its acquisition of Fortress (the “SoftBank Merger”). In connection with the Softbank Merger, Fortress operates within SoftBank as an independent business headquartered in New York.
Results of Operations
Adjusted EBITDA (non-GAAP)
The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
During the third quarter of 2022, the Company updated its measure of segment profit to include the add back of dividends on preferred shares in Adjusted EBITDA. 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.
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The following table presents our consolidated results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 178,874 | $ | 172,117 | $ | 177,476 | $ | 6,757 | $ | (5,359) | ||||||||
| Maintenance revenue | 148,846 | 128,819 | 101,462 | 20,027 | 27,357 | |||||||||||||
| Finance lease income | 440 | 1,747 | 2,260 | (1,307) | (513) | |||||||||||||
| Asset sales revenue | 208,500 | — | — | 208,500 | — | |||||||||||||
| Aerospace products revenue | 153,550 | 23,301 | — | 130,249 | 23,301 | |||||||||||||
| Other revenue | 18,201 | 9,599 | 16,736 | 8,602 | (7,137) | |||||||||||||
| Total revenues | 708,411 | 335,583 | 297,934 | 372,828 | 37,649 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 248,385 | 14,308 | — | 234,077 | 14,308 | |||||||||||||
| Operating expenses | 132,264 | 59,615 | 40,121 | 72,649 | 19,494 | |||||||||||||
| General and administrative | 14,164 | 13,448 | 14,106 | 716 | (658) | |||||||||||||
| Acquisition and transaction expenses | 13,207 | 17,911 | 9,868 | (4,704) | 8,043 | |||||||||||||
| Management fees and incentive allocation to affiliate | 3,562 | 684 | 5,446 | 2,878 | (4,762) | |||||||||||||
| Depreciation and amortization | 152,917 | 147,740 | 141,286 | 5,177 | 6,454 | |||||||||||||
| Asset impairment | 137,219 | 10,463 | 33,978 | 126,756 | (23,515) | |||||||||||||
| Interest expense | 169,194 | 155,017 | 87,442 | 14,177 | 67,575 | |||||||||||||
| Total expenses | 870,912 | 419,186 | 332,247 | 451,726 | 86,939 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (369) | (1,403) | (1,932) | 1,034 | 529 | |||||||||||||
| Gain (loss) on sale of assets, net | 77,211 | 49,015 | (300) | 28,196 | 49,315 | |||||||||||||
| Loss on extinguishment of debt | (19,859) | (3,254) | (6,943) | (16,605) | 3,689 | |||||||||||||
| Other income (expense) | 207 | (490) | 94 | 697 | (584) | |||||||||||||
| Total other income (expense) | 57,190 | 43,868 | (9,081) | 13,322 | 52,949 | |||||||||||||
| Loss from continuing operations before income taxes | (105,311) | (39,735) | (43,394) | (65,576) | 3,659 | |||||||||||||
| Provision for (benefit from) income taxes | 5,300 | 3,126 | (4,343) | 2,174 | 7,469 | |||||||||||||
| Net loss from continuing operations | (110,611) | (42,861) | (39,051) | (67,750) | (3,810) | |||||||||||||
| Net loss from discontinued operations, net of income taxes | (101,416) | (87,845) | (64,641) | (13,571) | (23,204) | |||||||||||||
| Net loss | (212,027) | (130,706) | (103,692) | (81,321) | (27,014) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries: | ||||||||||||||||||
| Continuing operations | — | — | — | — | — | |||||||||||||
| Discontinued operations | (18,817) | (26,472) | (16,522) | 7,655 | (9,950) | |||||||||||||
| Less: Dividends on preferred shares | 27,164 | 24,758 | 17,869 | 2,406 | 6,889 | |||||||||||||
| Net loss attributable to shareholders | $ | (220,374) | $ | (128,992) | $ | (105,039) | $ | (91,382) | $ | (23,953) |
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The following table sets forth a reconciliation of net loss attributable to shareholders from continuing operations to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (137,775) | $ | (67,619) | $ | (56,920) | $ | (70,156) | $ | (10,699) | ||||||||
| Add: Provision for (benefit from) income taxes | 5,300 | 3,126 | (4,343) | 2,174 | 7,469 | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 13,207 | 17,911 | 9,868 | (4,704) | 8,043 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 19,859 | 3,254 | 6,943 | 16,605 | (3,689) | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 137,219 | 10,463 | 33,978 | 126,756 | (23,515) | |||||||||||||
| Add: Incentive allocations | 3,489 | — | — | 3,489 | — | |||||||||||||
| Add: Depreciation & amortization expense (1) | 190,031 | 175,718 | 171,632 | 14,313 | 4,086 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 196,358 | 179,775 | 105,311 | 16,583 | 74,464 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 40 | (1,203) | (1,932) | 1,243 | 729 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 369 | 1,403 | 1,932 | (1,034) | (529) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 428,097 | $ | 322,828 | $ | 266,469 | $ | 105,269 | $ | 56,359 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2022, 2021 and 2020: (i) depreciation and amortization expense of $152,917, $147,740 and $141,286, (ii) lease intangible amortization of $13,913, $4,993 and $3,747 and (iii) amortization for lease incentives of $23,201, $22,985 and $26,599, respectively.
(2) Includes the following items for the years ended December 31, 2022, 2021 and 2020: (i) net loss of $(369), $(1,403) and $(1,932), and (ii) depreciation and amortization expense of $409, $200 and $0, respectively.
Revenues
Presentation of assets sales
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 Revenues in the Consolidated Statement of Operations for the third and fourth quarters 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 for the third and fourth quarters 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 (loss) on sale of assets, net on the Consolidated Statement of Operations, as we were previously only occasionally selling these assets. Generally, assets sold were under leasing arrangements with customers prior to sales and are included in Leasing equipment, net, on the Consolidated Balance Sheets.
Comparison of the years ended December 31, 2022 and 2021
Total revenues increased $372.8 million, primarily due to an increase in Asset sales revenue, Aerospace Products revenue, maintenance revenue, other revenue and lease income.
Asset sales revenue increased $208.5 million primarily due to an increase in the sale of commercial aircraft and engines in our Aviation Leasing segment during 2022. See above discussion regarding presentation of asset sales.
Aerospace Products revenue increased $130.2 million driven by an increase in sales relating to the CFM56-7B and CFM56-5B engines, engine modules, spare parts and used material inventory as operations continue to ramp-up in 2022. See above discussion regarding presentation of asset sales.
Maintenance revenue increased $20.0 million primarily due to an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation, partially offset by a decrease in the recognition of maintenance deposits due to the early redelivery of aircraft in the prior year and lower maintenance billings related to the early termination of aircraft leases with Russian airlines as a result of the sanctions imposed on Russian airlines during the first quarter of 2022.
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Other revenue increased $8.6 million primarily due primarily due to an increase in end-of lease redelivery compensation.
Lease income increased $6.8 million primarily due to an increase in the Offshore Energy business as two of our vessels were on-hire longer in 2022 compared to 2021. This increase was partially offset by the early termination of aircraft and engine leases as a result of the sanctions imposed on Russian airlines during the first quarter of 2022. Basic lease revenues from our owned aircraft and engines leased to Russian airlines was approximately $39.8 million for the year ended December 31, 2021. This decrease is partially offset by an increase in the number of aircraft and engines placed on lease during the year.
Expenses
Total expenses increased $451.7 million primarily due to higher (i) cost of sales, (ii) asset impairment charges, (iii) operating expenses, (iv) interest expense, (v) depreciation and amortization, and (vi) management fees and incentive allocation to affiliate partially offset by lower (vii) acquisition and transaction expenses.
Cost of sales increased $234.1 million primarily as a result of an increase in asset sales and Aerospace Product sales and the gross presentation of asset sales revenue and Aerospace Product revenues as described above.
Asset impairment increased $126.8 million primarily due to the write down of aircraft and engines located in Ukraine and Russia that may not be recoverable. See Note 4 to the consolidated financial statements for additional information.
Operating expenses increased $72.6 million primarily due to:
•an increase of $48.5 million in the Aviation Leasing segment primarily as a result of an increase in provision for credit losses as a result of the sanctions imposed on Russian airlines, and increases in insurance expense, shipping and storage fees, professional fees, and repairs and maintenance expenses.
•an increase of $17.6 million in the Offshore Energy business which reflects increases in offshore crew expenses, project costs and other operating expenses as our vessels were on-hire longer in 2022 compared to 2021, as well as crane repairs on one of our vessels.
•an increase of $6.5 million in the Aerospace Products segment primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in professional fees and other operating expenses due to the ramp-up of Aerospace Products.
Interest expense increased $14.2 million, which reflects an increase in the average outstanding debt of approximately $354.7 million due to increases in (i) the Senior Notes due 2028 of $459.7 million, (ii) the 2021 Bridge Loans issued in December 2021 and February 2022 of $169.9 million and (iii) the Revolving Credit Facility of $49.7 million, partially offset by a decrease in (iv) the Bridge Loans of $108.3 million, (v) the Senior Notes due 2022 of $133.1 million, which was redeemed in full in May 2021, and (vi) the Senior Notes due 2025 of $83.2 million, which were partially redeemed in August 2022.
Depreciation and amortization increased $5.2 million primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Management fees and incentive allocation to affiliate increased $2.9 million primarily due to an increase in incentive fee due to the Manager.
Acquisition and transaction expenses decreased $4.7 million primarily due to a decrease in professional fees related to the Transtar acquisition in 2021.
Other income (expense)
Total other income increased $13.3 million primarily due to (i) an increase of $28.2 million in gain on sale of assets, net in the Aviation Leasing and Aerospace Products segments from more opportunistic asset sales transactions, partially offset by (ii) an increase of $16.6 million in loss on extinguishment of debt primarily related to the 2022 paydown of the 2021 Bridge Loan and the partial redemption of the Senior Notes due 2025 in connection with the spin-off of FTAI Infrastructure. See above discussion regarding presentation of asset sales and impact on gain on sales of assets, net.
Provision for income taxes
The provision for income taxes increased $2.2 million primarily due to a higher provision in the Aerospace Products segment.
Net loss from continuing operations
Net loss from continuing operations increased $67.8 million primarily due to the changes noted above.
Net loss from discontinued operations
Net loss from discontinued operations increased $13.6 million primarily due to:
•An increase in net loss of $34.7 million in the Ports and Terminals business in 2022 of which $32.6 million relates to our equity pick-up in net losses for the Long Ridge investment.
•An increase in acquisition and transaction expense of $11.9 million during 2022 related to the spin-off of the infrastructure business;
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•Offset by a decrease in net loss of $22.6 million in the Jefferson business in 2022 which is primarily driven by seven months of activity during 2022 compared to a full year of activity in 2021; and
•An increase in net income of $8.4 million on the Transtar business, which was acquired on July 28, 2021.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $105.3 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2021 and 2020
Total revenues increased $37.6 million, primarily due to increases in maintenance revenue and Aerospace Products revenue, partially offset by decreases in other revenue and lease income.
Maintenance revenue increased $27.4 million primarily due to an increase in aircraft and engine utilization and the recognition of maintenance deposits due to the redelivery of aircraft, partially offset by the increase in the number of aircraft and engines redelivered.
Aerospace Products revenue increased $23.3 million driven by an increase in sales relating to engine modules, spare parts and used material inventory as operations began in 2021.
Lease income decreased $5.4 million primarily due to an increase in the number of aircraft redelivered, partially offset by an increase in the number of aircraft and engines placed on lease towards the end of the year.
Other revenue decreased $7.1 million primarily due to lower end-of-lease redelivery compensation and the settlement of an engine loss during 2020.
Expenses
Total expenses increased $86.9 million primarily due to higher interest expense, operating expenses, cost of sales, acquisition and transaction expenses, and depreciation and amortization, partially offset by lower asset impairment charges and management fees and incentive allocation to affiliate.
Interest expense increased $67.6 million, which reflects an increase in the average outstanding debt of approximately $724.0 million primarily due to increases in (i) the Senior Notes due 2028 of $542.5 million, (ii) the Senior Notes due 2025 of $373.1 million, (iii) the Senior Notes due 2027 of $200.0 million, (iv) the Bridge Loans of $108.3 million and (v) the Revolving Credit Facility of $37.9 million, partially offset by a decrease in (vi) the Senior Notes due 2022 of $540.2 million, which were redeemed in full in May 2021.
Operating expenses increased $19.5 million primarily as a result of an increase of bad debt expense as certain customers continued to experience liquidity issues due to the on-going effects of COVID, commissions related to sales from the used serviceable material program, shipping and storage fees, repairs and maintenance expense and other operating expenses.
Cost of sales increased $14.3 million primarily as a result of an increase in Aerospace Product revenues.
Acquisition and transaction expenses increased $8.0 million primarily due an increase in professional fees related to the acquisition of Transtar and other strategic initiatives.
Depreciation and amortization increased $6.5 million primarily driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Asset impairment decreased $23.5 million primarily due lower asset impairment charges in 2021, which were primarily related to early lease terminations in 2020.
Management fees and incentive allocation to affiliate decreased $4.8 million which reflects a decrease in the base management fee as our average total equity was lower in 2021 compared to 2020.
Other income (expense)
Total other income increased $52.9 million primarily due to an increase of $49.3 million in gain on sale of assets, net in the Aviation Leasing and Aerospace Products segments from opportunistic asset sales transactions, partially offset by a decrease of $3.7 million in loss on extinguishment of debt.
Provision for income taxes
The provision for income taxes increased $7.5 million primarily due to higher provisions from sales in the Aviation Leasing and Aerospace Products segments.
Net loss from continuing operations
Net loss from continuing operations increased $3.8 million primarily due to the changes noted above.
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Net loss from discontinued operations
Net loss from discontinued operations increased $23.2 million primarily due to:
•An increase in net loss of $21.5 million on the Jefferson business in 2021 which primarily reflects (i) a decrease in crude marketing revenue of $8.2 million due to Jefferson Terminal exiting the crude marketing strategy in 2019 and final transactions settling in the first quarter of 2020, (ii) a decrease in terminal services revenues of $6.2 million which reflects lower volumes in the first half of 2021 due to lower global oil demand related to COVID-19 and (iii) increased expenses of $7.5 million.
•An increase in net loss of $12.8 million on the Ports and Terminals business in 2021 of which $8.2 million relates to our equity pick-up in net losses for the Long Ridge investment; and
•An increase in acquisition and transaction expense of $4.0 million during 2021 related to the spin-off of the infrastructure business;
•Offset by a partial year of income of $15.3 million from the Transtar business, which was acquired on July 28, 2021.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $56.4 million primarily due to the changes noted above.
Aviation Leasing Segment
As of December 31, 2022, in our Aviation Leasing segment, we own and manage 330 aviation assets, consisting of 106 commercial aircraft and 224 engines, including four aircraft and one engine that were still located in Ukraine and eight aircraft and seventeen engines that were still located in Russia.
As of December 31, 2022, 79 of our commercial aircraft and 133 of our engines were leased to operators or other third parties. Aviation assets currently off lease are either undergoing repair and/or maintenance, being prepared to go on lease or held in short term storage awaiting a future lease. Our aviation equipment was approximately 71% utilized during the three months ended December 31, 2022, based on the percent of days on-lease in the quarter weighted by the monthly average equity value of our aviation leasing equipment, excluding airframes. Our aircraft currently have a weighted average remaining lease term of 42 months, and our engines currently on-lease have an average remaining lease term of 11 months. The table below provides additional information on the assets in our Aviation Leasing segment:
| Aviation Assets | Widebody | Narrowbody | Total | ||||
|---|---|---|---|---|---|---|---|
| Aircraft | |||||||
| Assets at January 1, 2022 | 13 | 95 | 108 | ||||
| Purchases | 1 | 38 | 39 | ||||
| Sales | (3) | (5) | (8) | ||||
| Transfers | (3) | (30) | (33) | ||||
| Assets at December 31, 2022 | 8 | 98 | 106 | ||||
| Engines | |||||||
| Assets at January 1, 2022 | 68 | 139 | 207 | ||||
| Purchases | 2 | 62 | 64 | ||||
| Sales | (36) | (35) | (71) | ||||
| Transfers | 6 | 18 | 24 | ||||
| Assets at December 31, 2022 | 40 | 184 | 224 |
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The following table presents our results of operations for our Aviation Leasing segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 158,628 | $ | 161,986 | $ | 166,331 | $ | (3,358) | $ | (4,345) | ||||||||
| Maintenance revenue | 148,846 | 128,819 | 101,462 | 20,027 | 27,357 | |||||||||||||
| Finance lease income | 440 | 1,747 | 2,260 | (1,307) | (513) | |||||||||||||
| Asset sales revenue | 208,500 | — | — | 208,500 | — | |||||||||||||
| Other revenue | 11,499 | 5,569 | 11,158 | 5,930 | (5,589) | |||||||||||||
| Total revenues | 527,913 | 298,121 | 281,211 | 229,792 | 16,910 | |||||||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 159,490 | — | — | 159,490 | — | |||||||||||||
| Operating expenses | 81,232 | 32,757 | 20,667 | 48,475 | 12,090 | |||||||||||||
| Acquisition and transaction expenses | 1,923 | 982 | 6,687 | 941 | (5,705) | |||||||||||||
| Depreciation and amortization | 144,258 | 139,678 | 133,904 | 4,580 | 5,774 | |||||||||||||
| Asset impairment | 137,219 | 10,463 | 33,978 | 126,756 | (23,515) | |||||||||||||
| Total expenses | 524,122 | 183,880 | 195,236 | 340,242 | (11,356) | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in earnings (losses) of unconsolidated entities | 740 | — | (1,932) | 740 | 1,932 | |||||||||||||
| Gain (loss) on sale of assets, net | 58,649 | 29,098 | (300) | 29,551 | 29,398 | |||||||||||||
| Other income (expense) | 246 | (527) | 94 | 773 | (621) | |||||||||||||
| Total other income (expense) | 59,635 | 28,571 | (2,138) | 31,064 | 30,709 | |||||||||||||
| Income before income taxes | 63,426 | 142,812 | 83,837 | (79,386) | 58,975 | |||||||||||||
| Provision for (benefit from) income taxes | 2,502 | 2,073 | (4,812) | 429 | 6,885 | |||||||||||||
| Net income | 60,924 | 140,739 | 88,649 | (79,815) | 52,090 | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 60,924 | $ | 140,739 | $ | 88,649 | $ | (79,815) | $ | 52,090 |
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Net income attributable to shareholders | $ | 60,924 | $ | 140,739 | $ | 88,649 | $ | (79,815) | $ | 52,090 | ||||||||
| Add: Provision for (benefit from) income taxes | 2,502 | 2,073 | (4,812) | 429 | 6,885 | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 1,923 | 982 | 6,687 | 941 | (5,705) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 137,219 | 10,463 | 33,978 | 126,756 | (23,515) | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense (1) | 181,372 | 167,656 | 164,250 | 13,716 | 3,406 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 925 | — | (1,932) | 925 | 1,932 | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | (740) | — | 1,932 | (740) | (1,932) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 384,125 | $ | 321,913 | $ | 288,752 | $ | 62,212 | $ | 33,161 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2022, 2021 and 2020: (i) depreciation expense of $144,258, $139,678 and $133,904, (ii) lease intangible amortization of $13,913, $4,993 and $3,747 and (iii) amortization for lease incentives of $23,201, $22,985 and $26,599, respectively.
(2) Includes the following items for the years ended December 31, 2022, 2021 and 2020: (i) net income (loss) of $740, $— and $(1,932) and (ii) depreciation and amortization of $185, $0 and $0, respectively.
Comparison of the years ended December 31, 2022 and 2021
Revenues
Total revenues increased $229.8 million driven by an increase in asset sales revenue, maintenance revenue and other revenue, partially offset by a decrease in lease income.
•Asset sales revenue increased $208.5 million primarily due to an increase in the sale of commercial aircraft and engines during 2022. See above discussion regarding presentation of asset sales.
•Maintenance revenue increased $20.0 million primarily due to an increase in the number of aircraft and engines placed on lease, higher aircraft and engine utilization and higher end-of-lease return compensation, partially offset by a decrease in the recognition of maintenance deposits due to the early redelivery of aircraft in the prior year and lower maintenance billings related to the early termination of aircraft leases with Russian airlines as a result of the sanctions imposed on Russian airlines during the first quarter of 2022.
•Other revenue increased $5.9 million primarily due to an increase in end-of lease redelivery compensation.
•Lease income decreased $3.4 million primarily due to the early termination of aircraft and engine leases as a result of the sanctions imposed on Russian airlines during the first quarter of 2022. Basic lease revenues from our owned aircraft and engines leased to Russian airlines was approximately $39.8 million for the year ended December 31, 2021. This decrease is partially offset by an increase in the number of aircraft and engines placed on lease during the year.
Expenses
Total expenses increased $340.2 million primarily driven by an increase in cost of sales, asset impairment, operating expenses and depreciation and amortization expense.
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•Cost of sales increased $159.5 million primarily as a result of an increase in asset sales and the gross presentation of asset sales revenues and related costs of sales as described above.
•Asset impairment increased $126.8 million primarily due to the write down of aircraft and engines located in Ukraine and Russia that may not be recoverable. See Note 4 to the consolidated financial statements for additional information.
•Operating expenses increased $48.5 million primarily as a result of an increase in provision for credit losses as a result of the sanctions imposed on Russian airlines, and increases in insurance expense, shipping and storage fees, professional fees, and repairs and maintenance expenses.
•Depreciation and amortization expense increased $4.6 million driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Other income
Total other income increased $31.1 million primarily due to (i) an increase of $29.6 million in gain on the sale of assets, net due to more opportunistic sales transactions, (ii) a decrease of $0.8 million in other expenses and, (iii) an increase of $0.7 million in our proportionate share of unconsolidated entities’ net income.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $62.2 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues increased $16.9 million driven by an increase in maintenance revenue, partially offset by a decrease in other revenue and lease income.
•Maintenance revenue increased $27.4 million primarily due to an increase in aircraft and engine utilization due to additional travel and recoveries from COVID and the recognition of maintenance deposits due to the redelivery of aircraft, partially offset by the increase in the number of aircraft and engines redelivered.
•Other revenue decreased $5.6 million primarily due to lower end-of-lease redelivery compensation and the settlement of an engine loss during 2020.
•Lease income decreased $4.3 million primarily due to an increase in the number of aircraft redelivered, partially offset by an increase in the number of aircraft and engines placed on lease towards the end of the year.
Expenses
Total expenses decreased $11.4 million primarily driven by a decrease in asset impairment, partially offset by an increase in operating expenses and depreciation and amortization expense.
•Asset impairment decreased $23.5 million primarily due lower asset impairment charges in 2021 which were primarily related to early lease terminations due to COVID in 2020.
•Operating expenses increased $12.1 million primarily as a result of an increase in bad debt expense, shipping and storage fees, repairs and maintenance expenses and other operating expenses.
•Depreciation and amortization expense increased $5.8 million driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
Other income
Total other income increased $30.7 million primarily due to an increase of $29.4 million in gain on sale of assets, net and a decrease of $1.9 million in our proportionate share of unconsolidated entities’ net loss.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $33.2 million primarily due to the changes noted above.
Aerospace Products Segment
The Aerospace Products segment develops and manufactures through a joint venture, and repairs and sells, through exclusivity arrangements, aircraft engines and aftermarket components primarily for the CFM56-7B and CFM56-5B commercial aircraft engines. Our engine and module sales are facilitated through The Module Factory, a dedicated commercial maintenance program, designed to focus on modular repair and refurbishment of CFM56-7B and CFM56-5B engines, performed by a third party. Used serviceable material is sold through our exclusive partnership with AAR Corp, who is responsible for the teardown, repair, marketing and sales of spare parts from our CFM56 engine pool. We also hold a 25% interest in the Advanced Engine Repair JV which focuses on developing new cost savings programs for engine repairs.
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The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Aerospace products revenue | $ | 153,550 | $ | 23,301 | $ | — | $ | 130,249 | $ | 23,301 | ||||||||
| Expenses | ||||||||||||||||||
| Cost of sales | 88,895 | 14,308 | — | 74,587 | 14,308 | |||||||||||||
| Operating expenses | 11,967 | 5,429 | — | 6,538 | 5,429 | |||||||||||||
| Acquisition and transaction expenses | 243 | — | — | 243 | — | |||||||||||||
| Depreciation and amortization | 258 | 66 | — | 192 | 66 | |||||||||||||
| Total expenses | 101,363 | 19,803 | — | 81,560 | 19,803 | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (1,109) | (1,403) | — | 294 | (1,403) | |||||||||||||
| Gain on sale of assets, net | 18,562 | 19,917 | — | (1,355) | 19,917 | |||||||||||||
| Total other income | 17,453 | 18,514 | — | (1,061) | 18,514 | |||||||||||||
| Income before income taxes | 69,640 | 22,012 | — | 47,628 | 22,012 | |||||||||||||
| Provision for income taxes | 2,961 | 1,135 | — | 1,826 | 1,135 | |||||||||||||
| Net income | 66,679 | 20,877 | — | 45,802 | 20,877 | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 66,679 | $ | 20,877 | $ | — | $ | 45,802 | $ | 20,877 |
The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Net income attributable to shareholders | $ | 66,679 | $ | 20,877 | $ | — | $ | 45,802 | $ | 20,877 | ||||||||
| Add: Provision for income taxes | 2,961 | 1,135 | — | 1,826 | 1,135 | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 243 | — | — | 243 | — | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 258 | 66 | — | 192 | 66 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | (885) | (1,203) | — | 318 | (1,203) | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 1,109 | 1,403 | — | (294) | 1,403 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 70,365 | $ | 22,278 | $ | — | $ | 48,087 | $ | 22,278 |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2022, 2021 and 2020: (i) net loss of $(1,109), $(1,403) and $0 and (ii) depreciation and amortization of $224, $200 and $0, respectively.
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Comparison of the years ended December 31, 2022 and 2021
Revenues
Total Aerospace Products revenue increased $130.2 million primarily driven by an increase in sales relating to the CFM56-7B and CFM56-5B engines, engine modules, spare parts and used material inventory as operations continued to ramp-up in 2022. See above discussion regarding presentation of asset sales.
Expenses
Total expenses increased $81.6 million primarily due to an increase in costs of sales and operating expenses.
•Cost of sales increased $74.6 million primarily as a result of an increase in Aerospace Product sales and the gross presentation described above.
•Operating expenses increased $6.5 million primarily due to an increase in commission expenses due to the increase in sales from the used material program as well as an increase in professional fees and other operating expenses due to the ramp-up of Aerospace Products.
Other income (expense)
Total other income decreased $1.1 million which primarily reflects a decrease of $1.4 million in gain on sale of assets, net partially offset by a decrease of $0.3 million in our proportionate share of unconsolidated entities’ net loss. See above discussion regarding presentation of asset sales.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $48.1 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total Aerospace Products revenue increased $23.3 million primarily driven by an increase in sales relating to engine modules, spare parts and used material inventory as operations began in 2021.
Expenses
Total expenses increased $19.8 million primarily due to an increase in costs of sales and operating expenses.
•Cost of sales increased $14.3 million primarily as a result of an increase in Aerospace Product sales.
•Operating expenses increased $5.4 million primarily due to an increase in commission expenses due to the increase in sales from the used serviceable material program as well as an increase in professional fees and other operating expenses due to the ramp-up of Aerospace Products.
Other income (expense)
Total other income increased $18.5 million, which primarily reflects an increase of $19.9 million in gain on sale of assets, net from sales that began in 2021 partially offset by an increase of $1.4 million in our proportionate share of unconsolidated entities’ net loss.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $22.3 million primarily due to the changes noted above.
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Corporate and Other
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Revenues | ||||||||||||||||||
| Lease income | $ | 20,246 | $ | 10,131 | $ | 11,145 | $ | 10,115 | $ | (1,014) | ||||||||
| Other revenue | 6,702 | 4,030 | 5,578 | 2,672 | (1,548) | |||||||||||||
| Total revenues | 26,948 | 14,161 | 16,723 | 12,787 | (2,562) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 39,065 | 21,429 | 19,454 | 17,636 | 1,975 | |||||||||||||
| General and administrative | 14,164 | 13,448 | 14,106 | 716 | (658) | |||||||||||||
| Acquisition and transaction expenses | 11,041 | 16,929 | 3,181 | (5,888) | 13,748 | |||||||||||||
| Management fees and incentive allocation to affiliate | 3,562 | 684 | 5,446 | 2,878 | (4,762) | |||||||||||||
| Depreciation and amortization | 8,401 | 7,996 | 7,382 | 405 | 614 | |||||||||||||
| Interest expense | 169,194 | 155,017 | 87,442 | 14,177 | 67,575 | |||||||||||||
| Total expenses | 245,427 | 215,503 | 137,011 | 29,924 | 78,492 | |||||||||||||
| Other (expense) income | ||||||||||||||||||
| Loss on extinguishment of debt | (19,859) | (3,254) | (6,943) | (16,605) | 3,689 | |||||||||||||
| Other (expense) income | (39) | 37 | — | (76) | 37 | |||||||||||||
| Total other expense | (19,898) | (3,217) | (6,943) | (16,681) | 3,726 | |||||||||||||
| Loss before income taxes | (238,377) | (204,559) | (127,231) | (33,818) | (77,328) | |||||||||||||
| (Benefit from) provision for income taxes | (163) | (82) | 469 | (81) | (551) | |||||||||||||
| Net loss | (238,214) | (204,477) | (127,700) | (33,737) | (76,777) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Less: Dividends on preferred shares | 27,164 | 24,758 | 17,869 | 2,406 | 6,889 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (265,378) | $ | (229,235) | $ | (145,569) | $ | (36,143) | $ | (83,666) |
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The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | '22 vs '21 | '21 vs '20 | |||||||||||||
| Net loss attributable to shareholders from continuing operations | $ | (265,378) | $ | (229,235) | $ | (145,569) | $ | (36,143) | $ | (83,666) | ||||||||
| Add: (Benefit from) provision for income taxes | (163) | (82) | 469 | (81) | (551) | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 11,041 | 16,929 | 3,181 | (5,888) | 13,748 | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 19,859 | 3,254 | 6,943 | 16,605 | (3,689) | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | 3,489 | — | — | 3,489 | — | |||||||||||||
| Add: Depreciation and amortization expense | 8,401 | 7,996 | 7,382 | 405 | 614 | |||||||||||||
| Add: Interest expense and dividends on preferred shares | 196,358 | 179,775 | 105,311 | 16,583 | 74,464 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (26,393) | $ | (21,363) | $ | (22,283) | $ | (5,030) | $ | 920 |
Comparison of the years ended December 31, 2022 and 2021
Revenues
Total revenues increased $12.8 million primarily due to an increase in the Offshore Energy business as two of our vessels were on-hire longer in 2022 compared to 2021.
Expenses
Total expenses increased $29.9 million primarily due to higher interest expense, operating expenses, management fees and incentive allocation to affiliate partially offset by lower acquisition and transaction expenses.
•Interest expense increased $14.2 million, which reflects an increase in the average outstanding debt of approximately $354.7 million due to increases in (i) the Senior Notes due 2028 of $459.7 million, (ii) the 2021 Bridge Loans issued in December 2021 and February 2022 of $169.9 million and (iii) the Revolving Credit Facility of $49.7 million, partially offset by a decrease in (iv) the Bridge Loans of $108.3 million, (v) the Senior Notes due 2022 of $133.1 million, which was redeemed in full in May 2021, and (vi) the Senior Notes due 2025 of $83.2 million, which were partially redeemed in August 2022.
•Operating expenses increased $17.6 million which reflects increases in offshore crew expenses, project costs and other operating expenses as our vessels were on-hire longer in 2022 compared to 2021, as well as crane repairs on one of our vessels.
•Management fees and incentive allocation to affiliate increased $2.9 million primarily due to an increase in incentive fee due to the Manager.
•Acquisition and transaction expenses decreased $5.9 million primarily due a decrease in professional fees related to the Transtar acquisition in 2021.
Other expense
Total other expense increased $16.7 million which primarily reflects $16.6 million increase in loss on extinguishment of debt primarily related to the pay-down of the 2021 Bridge Loans and the partial redemption of the Senior Notes due 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased $5.0 million primarily due to the changes noted above.
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Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues decreased $2.6 million primarily due to a decrease in the Offshore Energy business as one of our vessels was on-hire longer in 2020 compared to 2021.
Expenses
Total expenses increased $78.5 million primarily due to higher interest expense and acquisition and transaction expenses, partially offset by lower management fees and incentive allocation to affiliate.
•Interest expense increased $67.6 million, which reflects an increase in the average outstanding debt of approximately $724.0 million primarily due to increases in (i) the Senior Notes due 2028 of $542.5 million, (ii) the Senior Notes due 2025 of $373.1 million, (iii) the Senior Notes due 2027 of $200.0 million, (iv) the Bridge Loans of $108.3 million and (v) the Revolving Credit Facility of $37.9 million, partially offset by a decrease in (vi) the Senior Notes due 2022 of $540.2 million, which were redeemed in full in May 2021.
•Acquisition and transaction expenses increased $13.7 million primarily due an increase in professional fees related to the acquisition of Transtar and other strategic initiatives.
•Management fees and incentive allocation to affiliate decreased $4.8 million which reflects a decrease in the base management fee as our average total equity was lower in 2021 compared to 2020.
Other expense
Total other expense decreased $3.7 million which primarily reflects a $3.7 million decrease in loss on extinguishment of debt.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $0.9 million primarily due to the changes noted above.
Transactions with Affiliates and Affiliated Entities
We are managed by the Manager, an affiliate of Fortress, pursuant to the Management Agreement which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager. Our Management Agreement requires our Manager to manage our business affairs in conformity with a broad asset acquisition strategy adopted and monitored by our board of directors. From time to time, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates or other affiliates of Fortress, which may include, but are not limited to, certain financing arrangements, acquisition of assets, acquisition of debt obligations, debt, co-investments, and other assets that present an actual, potential or perceived conflict of interest. Please see Note 13 to our consolidated financial statements included elsewhere in this filing for more information.
Geographic Information
Please refer to Note 14 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for a report, by geographic area for each segment, of revenues from our external customers, for the years ended December 31, 2022, 2021 and 2020, as well as a report of our total property, plant and equipment as of December 31, 2022 and 2021.
Liquidity and Capital Resources
In April 2022, the Board of Directors unanimously approved the spin-off of FTAI Infrastructure. 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.
In connection with the spin-off, completed on August 1, 2022, 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.
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We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our investments amid the COVID-19 pandemic and market volatility.
Our principal uses of liquidity have been and continue to be (i) acquisitions of aircraft and engines, (ii) dividends to our ordinary and preferred shareholders, (iii) expenses associated with our operating activities, and (iv) debt service obligations associated with our investments.
•Cash used for the purpose of making investments was $831.5 million, $1.5 billion and $597.5 million during the years ended December 31, 2022, 2021, and 2020, respectively.
•Distributions to shareholders, including cash dividends, were $155.6 million, $142.8 million and $131.4 million during the years ended December 31, 2022, 2021 and 2020, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
Our principal sources of liquidity to fund these uses have been and continue to be (i) revenues from our aviation assets (including finance lease collections and maintenance reserve collections) net of operating expenses, (ii) proceeds from borrowings or the issuance of securities and (iii) proceeds from asset sales.
•Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $29.4 million, $16.9 million and $110.3 million during the years ended December 31, 2022, 2021, and 2020, respectively.
•During the year ended December 31, 2022, additional borrowings were obtained in connection with the (i) 2021 Bridge Loans of $239.5 million (ii) Revolving Credit Facility of $565.0 million and (iii) EB-5 Loan Agreement of $9.5 million. We made total principal repayments of (i) $604.5 million relating to the Revolving Credit Facility, (ii) $340.0 million related to the 2021 Bridge Loans and (iii) $200.0 million related to the Senior Notes due 2025.
During the year ended December 31, 2021, additional borrowings were obtained in connection with the (i) Senior Notes due 2028 of $1.0 billion, (ii) Revolving Credit Facility of $690.0 million, (iii) Bridge Loan Agreement of $650.0 million, (iv) Series 2021 Bonds of $425.0 million, (v) 2021 Bridge Loans of $100.5 million and (vi) EB-5 Loan Agreement of $26.1 million. We made principal payments of $1.6 billion related to the Bridge Loan Agreement, Revolving Credit Facility and Senior Notes due 2022.
During the year ended December 31, 2020, additional borrowings were obtained in connection with the (i) Senior Notes due 2025 of $407.0 million, (ii) Senior Notes due 2027 of $400.0 million, (iii) Revolving Credit Facility of $270.0 million and (iv) Series 2020 Bonds of $264.0 million. We made principal payments of $852.2 million related to the Senior Notes due 2022, Revolving Credit Facility, Series 2016 Bonds, Jefferson Revolver, Series 2012 Bonds and FTAI Pride Credit Agreement.
•Proceeds from the sale of subsidiaries and assets were $414.2 million, $163.4 million and $72.2 million during the years ended December 31, 2022, 2021, and 2020, respectively.
•Proceeds from the issuance of ordinary shares, net of issuance costs were $323.1 million during the year ended December 31, 2021. There were no issuances of ordinary shares in 2022 or 2020.
•Proceeds from the issuance of preferred shares, net of underwriters discount and issuance costs, were $101.2 million and $19.7 million during the years ended December 31, 2021 and 2020, respectively..
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We are currently evaluating several potential transactions and related financings, which could occur within the next 12 months. None of these potential transactions, negotiations, or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction or related financing.
Historical Cash Flow
The following table presents our historical cash flow from both continuing and discontinued operations:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | |||||||
| Cash flow data: | ||||||||||
| Net cash (used in) provided by operating activities | $ | (20,657) | $ | (22,044) | $ | 63,106 | ||||
| Net cash used in investing activities | (411,253) | (1,286,958) | (509,123) | |||||||
| Net cash provided by financing activities | 44,914 | 1,587,645 | 364,918 |
Comparison of the years ended December 31, 2022 and 2021
Net cash used in operating activities decreased $1.4 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including increases in (i) asset impairment of $126.8 million, (ii) provision for credit losses of $35.0 million, (iii) equity in losses of unconsolidated entities of $34.2 million and (iv) loss on extinguishment of debt of $16.6 million partially offset by (v) an increase in gain on sale of assets of $92.6 million, (vi) an increase in our net loss of $81.3 million, and (vii) a decrease in net working capital of $35.3 million.
Net cash used in investing activities decreased $875.7 million primarily due to (i) a decrease in cash used in acquisitions of business, net of cash acquired, of $623.3 million, (ii) higher proceeds from the sale of leasing equipment of $250.0 million and (iii) a decrease in investment of unconsolidated entities of $47.3 million, partially offset by (iv) an increase in acquisition of leasing equipment of $65.7 million and (ii) an increase in acquisition of lease intangibles of $7.1 million.
Net cash provided by financing activities decreased $1.5 billion primarily due to (i) a decrease in proceeds from debt of $2.1 billion and (ii) a decrease in proceeds from issuance of ordinary shares, net of underwriter's discount of $323.1 million, partially offset by (iii) a one-time dividend from spin-off of FTAI Infrastructure, net of cash transferred of $500.6 million and (iv) a decrease in repayments of debt of $408.7 million.
Cash Flows of Discontinued Operations
The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows for all periods presented. Cash used in operating activities from discontinued operations were $63.9 million, $61.7 million, and $46.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Cash used in investing activities from discontinued operations were $136.3 million, $828.7 million, and $252.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The absence of cash flows from discontinued operations is not expected to adversely affect our liquidity or our ability to fund capital expenditures or working capital needs.
Contractual Obligations
Our material cash requirements include the following contractual and other obligations:
Debt Obligations—As of December 31, 2022, we had outstanding principal and interest payment obligations of $2.2 billion and $620.8 million through the maturity date of the debt, respectively, of which only interest payments of $147.3 million are due in the next twelve months. See Note 8 to the consolidated financial statements for additional information about our debt obligations.
Lease Obligations—As of December 31, 2022, we had outstanding operating and finance lease obligations of $2.9 million, of which, $0.8 million is due in the next twelve months.
Other Cash Requirements—In addition to our contractual obligations, we pay quarterly cash dividends on our ordinary shares and preferred shares, which are subject to change at the discretion of our Board of Directors. During 2022, we declared cash dividends of $128.5 million and $27.2 million on our ordinary shares and preferred shares, respectively.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
Critical Accounting Estimates and Policies
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
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could differ from those estimates. Note 2 to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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 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. 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.
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. See Note 10 for additional information.
Aerospace Products revenue—Aerospace Products revenue primarily consists of the transaction price related to the sale of repaired CFM56-7B and CFM56-5B 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.
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 deposits 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 in the Consolidated Balance sheets, 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.
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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 | ||
| Furniture and fixtures | 3 - 6 years from date of purchase | None | ||
| Computer hardware and software | 2 - 5 years from date of purchase | None | ||
| Construction in progress | N/A | N/A |
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.
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.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
FY 2021 10-K MD&A
SEC filing source: 0001590364-22-000002.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand Fortress Transportation and Infrastructure Investors LLC. Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion of our results of operations and cash flows for 2020 compared to 2019 is included in our Annual Report on Form 10-K for the year ended December 31, 2020, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We own and acquire high quality infrastructure and related equipment that is essential for the transportation of goods and people globally. We target assets that, on a combined basis, generate strong cash flows with potential for earnings growth and asset appreciation. We believe that there is a large number of acquisition opportunities in our markets, and that our Manager’s expertise and business and financing relationships, together with our access to capital, will allow us to take advantage of these opportunities. We are externally managed by the Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of transportation and infrastructure assets since 2002. As of December 31, 2021, we had total consolidated assets of $4.9 billion and total equity of $1.1 billion.
While our strategy permits us to acquire a broad array of transportation-related assets, we are currently active in four sectors where we believe there are meaningful opportunities to deploy capital to achieve attractive risk adjusted returns: aviation, rail, energy and ports and terminals.
•Commercial air travel and air freight activity have historically been long-term growth sectors and are tied to the underlying demand for passenger and freight movement. We continue to see long-term demand for aviation related assets.
•The railroad market consists of short line and regional railroads in North America that provide services including haulage, switching and transportation services.
•Offshore energy service equipment refers to vessels supporting the extraction, processing and transportation of oil and natural gas from deposits located beneath the sea floor, as well as the ongoing inspection, repair, maintenance and ultimate abandonment of subsea wells and associated infrastructure.
•Land-based infrastructure refers to facilities that enable the storage, unloading, loading and movement of crude oil and refined products and LPG from producers to end users, such as refineries. Customers of land-based infrastructure typically purchase capacity on a take-or-pay basis, and the economics of these assets directly relate to the volume of throughput.
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Impact of COVID-19
Due to the outbreak of COVID-19, we have taken measures to protect the health and safety of our employees, including having employees work remotely, where possible. Market conditions due to the COVID-19 pandemic resulted in asset impairment charges and a decline in our equipment leasing revenues during the year ended December 31, 2021. A number of our lessees continue to experience increased financial stress due to the significant decline in travel demand, particularly as various regions experience spikes in COVID-19 cases. A number of these lessees have been placed on non-accrual status as of December 31, 2021; however, we believe our overall portfolio exposure is limited by maintenance reserves and security deposits which are secured against lessee defaults. The value of these deposits was $145.5 million as of December 31, 2021. As COVID-19 continues to evolve, the extent to which COVID-19 impacts operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to try and contain COVID-19 or treat its impact. We continue to monitor the pandemic and, the extent to which the continued spread of the virus adversely affects our customer base and therefore revenue. As the COVID-19 pandemic is complex and rapidly evolving, our plans as described herein may change. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows. For additional detail, see Liquidity and Capital Resources and Item 1A. Risk Factors—“The COVID-19 pandemic has severely disrupted the global economy and may have, and the emergence of similar crises could have, material adverse effects on our business, results of operations or financial condition.”
Operating Segments
Our operations consist of two primary strategic business units – Infrastructure and Equipment Leasing. Our Infrastructure Business acquires long-lived assets that provide mission-critical services or functions to transportation networks and typically have high barriers to entry. We target or develop operating businesses with strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. Our Equipment Leasing Business acquires assets that are designed to carry cargo or people or provide functionality to transportation infrastructure. Transportation equipment assets are typically long-lived, moveable and leased by us on either operating leases or finance leases to companies that provide transportation services. Our leases generally provide for long-term contractual cash flow with high cash-on-cash yields and include structural protections to mitigate credit risk.
Our reportable segments are comprised of interests in different types of infrastructure and equipment leasing assets. We currently conduct our business through the following four reportable segments: (i) Aviation Leasing, which is within the Equipment Leasing Business, and (ii) Jefferson Terminal, (iii) Ports and Terminals and (iv) Transtar, which together comprise our Infrastructure Business. The Aviation Leasing segment consists of aircraft and aircraft engines held for lease and are typically held long-term. The Jefferson Terminal segment consists of a multi-modal crude and refined products terminal and other related assets. The Ports and Terminals segment consists of Repauno, which is a 1,630 acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities, and an equity method investment (“Long Ridge”), which is a 1,660 acre multi-modal port located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.
In July 2021, we acquired Transtar, and it operates as a separate reportable segment within our Infrastructure business. Transtar is comprised of five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities. See Note 4 for additional information.
In December 2019, we completed the sale of Central Maine & Quebec Railway (“CMQR”), which was formerly reported as our Railroad segment. Under ASC 205-20, this disposition met the criteria to be reported as discontinued operations and the assets, liabilities and results of operations have been presented as discontinued operations for all periods presented. Additionally, in accordance with ASC 280, we assessed our reportable segments and determined that our retained investment of the railroad business no longer met the requirement as a reportable segment. Accordingly, we have presented this operating segment, along with Corporate results, within Corporate and Other effective in 2019.
Corporate and Other primarily consists of debt, unallocated corporate general and administrative expenses, and management fees. Additionally, Corporate and Other includes (i) offshore energy related assets which consist of vessels and equipment that support offshore oil and gas activities and are typically subject to operating leases, (ii) an investment in an unconsolidated entity engaged in the leasing of shipping containers, (iii) railroad assets which consist of equipment that support a railcar cleaning business and (iv) various clean technology and sustainability investments.
Our reportable segments are comprised of investments in different types of transportation infrastructure and equipment. Each segment requires different investment strategies. The accounting policies of the segments are the same as those described in Note 2 to the consolidated financial statements; however, financial information presented by segment includes the impact of intercompany eliminations.
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In the fourth quarter of 2021, the Company announced that it intends to spin off its infrastructure business as a separate publicly traded entity. The infrastructure business is expected to be spun out in an entity taxed as a corporation for U.S. federal income tax purposes and will hold, among other things, the Jefferson, Repauno, Long Ridge and Transtar assets, and will retain all related project-level debt of those entities. The infrastructure entity intends to remit to FTAI approximately $800 million in cash as part of the separation. FTAI is expected to retain the aviation business and certain other assets and FTAI's outstanding corporate indebtedness, other than any indebtedness that may be paid off in connection with the transaction. The spin off transaction is expected to be completed during the second quarter of 2022. The spin off transaction remains subject to approval by FTAI's board of directors and may not be completed on the terms described above or at all.
Results of Operations
Adjusted EBITDA (non-GAAP)
The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as making resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
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, 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.
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The following table presents our consolidated results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Revenues | ||||||||||||||||||
| Equipment leasing revenues | ||||||||||||||||||
| Lease income | $ | 172,116 | $ | 177,476 | $ | 207,101 | $ | (5,360) | $ | (29,625) | ||||||||
| Maintenance revenue | 128,819 | 101,462 | 134,914 | 27,357 | (33,452) | |||||||||||||
| Finance lease income | 1,747 | 2,260 | 2,648 | (513) | (388) | |||||||||||||
| Other revenue | 32,901 | 16,736 | 4,659 | 16,165 | 12,077 | |||||||||||||
| Total equipment leasing revenues | 335,583 | 297,934 | 349,322 | 37,649 | (51,388) | |||||||||||||
| Infrastructure revenues | ||||||||||||||||||
| Lease income | 2,424 | 1,186 | 3,362 | 1,238 | (2,176) | |||||||||||||
| Rail revenues | 56,803 | — | — | 56,803 | — | |||||||||||||
| Terminal services revenues | 45,038 | 50,887 | 42,965 | (5,849) | 7,922 | |||||||||||||
| Crude marketing revenues | — | 8,210 | 166,134 | (8,210) | (157,924) | |||||||||||||
| Other revenue | 15,954 | 8,279 | 16,991 | 7,675 | (8,712) | |||||||||||||
| Total infrastructure revenues | 120,219 | 68,562 | 229,452 | 51,657 | (160,890) | |||||||||||||
| Total revenues | 455,802 | 366,496 | 578,774 | 89,306 | (212,278) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 172,464 | 109,512 | 291,572 | 62,952 | (182,060) | |||||||||||||
| General and administrative | 17,409 | 18,159 | 16,905 | (750) | 1,254 | |||||||||||||
| Acquisition and transaction expenses | 21,941 | 9,868 | 17,623 | 12,073 | (7,755) | |||||||||||||
| Management fees and incentive allocation to affiliate | 16,322 | 18,519 | 36,059 | (2,197) | (17,540) | |||||||||||||
| Depreciation and amortization | 201,756 | 172,400 | 169,023 | 29,356 | 3,377 | |||||||||||||
| Asset impairment | 10,463 | 33,978 | 4,726 | (23,515) | 29,252 | |||||||||||||
| Interest expense | 171,036 | 98,206 | 95,585 | 72,830 | 2,621 | |||||||||||||
| Total expenses | 611,391 | 460,642 | 631,493 | 150,749 | (170,851) | |||||||||||||
| Other income (expense) | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (12,734) | (5,039) | (2,375) | (7,695) | (2,664) | |||||||||||||
| Gain (loss) on sale of assets, net | 49,031 | (308) | 203,250 | 49,339 | (203,558) | |||||||||||||
| Loss on extinguishment of debt | (3,254) | (11,667) | — | 8,413 | (11,667) | |||||||||||||
| Interest income | 1,711 | 162 | 531 | 1,549 | (369) | |||||||||||||
| Other (expense) income | (10,928) | 70 | 3,445 | (10,998) | (3,375) | |||||||||||||
| Total other income (expense) | 23,826 | (16,782) | 204,851 | 40,608 | (221,633) | |||||||||||||
| (Loss) income from continuing operations before income taxes | (131,763) | (110,928) | 152,132 | (20,835) | (263,060) | |||||||||||||
| (Benefit from) provision for income taxes | (1,057) | (5,905) | 17,810 | 4,848 | (23,715) | |||||||||||||
| Net (loss) income from continuing operations | (130,706) | (105,023) | 134,322 | (25,683) | (239,345) | |||||||||||||
| Net income from discontinued operations, net of income taxes | — | 1,331 | 73,462 | (1,331) | (72,131) | |||||||||||||
| Net (loss) income | (130,706) | (103,692) | 207,784 | (27,014) | (311,476) | |||||||||||||
| Less: Net (loss) income attributable to non-controlling interest in consolidated subsidiaries: | ||||||||||||||||||
| Continuing operations | (26,472) | (16,522) | (17,571) | (9,950) | 1,049 | |||||||||||||
| Discontinued operations | — | — | 247 | — | (247) | |||||||||||||
| Less: Dividends on preferred shares | 24,758 | 17,869 | 1,838 | 6,889 | 16,031 | |||||||||||||
| Net (loss) income attributable to shareholders | $ | (128,992) | $ | (105,039) | $ | 223,270 | $ | (23,953) | $ | (328,309) |
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The following table sets forth a reconciliation of net (loss) income attributable to shareholders from continuing operations to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net (loss) income attributable to shareholders from continuing operations | $ | (128,992) | $ | (106,370) | $ | 150,055 | $ | (22,622) | $ | (256,425) | ||||||||
| Add: (Benefit from) provision for income taxes | (1,057) | (5,905) | 17,810 | 4,848 | (23,715) | |||||||||||||
| Add: Equity-based compensation expense | 4,038 | 2,325 | 1,509 | 1,713 | 816 | |||||||||||||
| Add: Acquisition and transaction expenses | 21,941 | 9,868 | 17,623 | 12,073 | (7,755) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 3,254 | 11,667 | — | (8,413) | 11,667 | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | (2,220) | 181 | 4,555 | (2,401) | (4,374) | |||||||||||||
| Add: Asset impairment charges | 10,463 | 33,978 | 4,726 | (23,515) | 29,252 | |||||||||||||
| Add: Incentive allocations | — | — | 21,231 | — | (21,231) | |||||||||||||
| Add: Depreciation & amortization expense (1) | 229,734 | 202,746 | 199,185 | 26,988 | 3,561 | |||||||||||||
| Add: Interest expense | 171,036 | 98,206 | 95,585 | 72,830 | 2,621 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | 27,892 | 1,208 | (1,387) | 26,684 | 2,595 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 12,734 | 5,039 | 2,375 | 7,695 | 2,664 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA (3) | (12,508) | (9,637) | (9,859) | (2,871) | 222 | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 336,315 | $ | 243,306 | $ | 503,408 | $ | 93,009 | $ | (260,102) |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) depreciation and amortization expense of $201,756, $172,400 and $169,023, (ii) lease intangible amortization of $4,993, $3,747 and $7,181 and (iii) amortization for lease incentives of $22,985, $26,599 and $22,981, respectively.
(2) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) net loss of $(13,242), $(5,435) and $(2,563), (ii) interest expense of $5,612, $1,138 and $131, (iii) depreciation and amortization expense of $12,643, $5,513 and $1,045, (iv) acquisition and transaction expense of $104, $581 and $0, (v) changes in fair value of non-hedge derivative instruments of $19,850, $(589) and $0, (vi) asset impairment of $2,146, $0 and $0 and (vii) equity-based compensation of $779, $0 and $0, respectively.
(3) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) equity-based compensation of $751, $374 and $230, (ii) provision for income taxes of $52, $59 and $60, (iii) interest expense of $3,370, $2,025 and $3,400, (iv) depreciation and amortization expense of $8,411, $6,149 and $4,833, (v) changes in fair value of non-hedge derivative instruments of $(76), $38 and $1,336 and (vi) loss on extinguishment of debt of $0, $992 and $0, respectively.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues increased $89.3 million, primarily due to the acquisition of Transtar and higher revenues in the Aviation Leasing and Ports and Terminals segments, partially offset by lower revenues in the Jefferson Terminal segment.
Equipment Leasing
•Maintenance revenue increased $27.4 million primarily due to an increase in aircraft and engine utilization and the recognition of maintenance deposits due to the redelivery of aircraft, partially offset by the increase in the number of aircraft and engines redelivered.
•Other revenue increased $16.2 million primarily due to the increase in engine parts sales, partially offset by lower end-of lease redelivery compensation and the settlement of an engine loss during 2020.
•Lease income decreased $5.4 million primarily due to an increase in the number of aircraft redelivered, partially offset by an increase in the number of aircraft and engines placed on lease towards the end of the year.
Infrastructure
•Rail revenues increased $56.8 million due to the acquisition of Transtar in July 2021.
•Other revenue increased $7.7 million which primarily reflects (i) higher butane sales at Repauno and (ii) a gain on butane forward purchase and sale contracts at Repauno.
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•Crude marketing revenues decreased $8.2 million. In 2019, Jefferson directly sourced crude from producers in Canada, arranging logistics to its terminal and then marketing crude to third parties to take advantage of favorable spreads. The resulting crude sales and corresponding costs of sale, including logistical costs, are reflected in Crude marketing revenues and Operating expenses, respectively. Jefferson exited this crude marketing strategy in the fourth quarter of 2019 as a result of unfavorable oil spreads and as certain logistical commitments expired. Revenues in 2020 include contracts executed in 2019 but delivered in 2020.
•Terminal services revenue decreased $5.8 million which primarily reflects lower volumes in the first half of 2021 due to lower global oil demand related to COVID-19.
Expenses
Total expenses increased $150.7 million primarily due to increases in (i) interest expense, (ii) operating expenses, (iii) depreciation and amortization and (iv) acquisition and transaction expenses, partially offset by a decrease in (v) asset impairment.
Interest expense increased $72.8 million primarily due to:
•an increase of $67.6 million in Corporate and Other primarily which reflects an increase in the average outstanding debt of approximately $724.0 million primarily due to increases in (i) the Senior Notes due 2028 of $542.5 million, (ii) the Senior Notes due 2025 of $373.1 million, (iii) the Senior Notes due 2027 of $200.0 million, (iv) the Bridge Loans of $108.3 million and (v) the Revolving Credit Facility of $37.9 million, partially offset by a decrease in (vi) the Senior Notes due 2022 of $540.2 million, which was redeemed in full in May 2021; and
•an increase of $5.4 million at Jefferson Terminal due to the issuance of the Series 2021 Bonds for $425 million and the commencement of the EB-5 Loan Agreement. See Note 10 to the consolidated financial statements for additional information.
Operating expenses increased $63.0 million primarily due to:
•an increase of $29.0 million due to the acquisition of Transtar, which primarily consists of compensation and benefits and facility operating expense;
•an increase in bad debt expense of $9.4 million in the Aviation Leasing segment;
•an increase in cost of sales and other associated costs of $6.8 million, which primarily reflects (i) an increase of $17.2 million in the Aviation Leasing segment due to costs associated with the sale of engine parts, partially offset by (ii) a decrease of $8.2 million due to Jefferson Terminal exiting the crude marketing strategy in the fourth quarter of 2019 and (iii) a decrease of $2.3 million at Repauno; and
•an increase in shipping and storage expense of $4.6 million primarily in the Aviation Leasing segment.
Depreciation and amortization increased $29.4 million which primarily reflects (i) an increase of $14.5 million due to additional assets placed into service at Repauno and Jefferson Terminal and (ii) an increase of $8.3 million due to the acquisition of Transtar.
Acquisition and transaction expenses increased $12.1 million primarily due to an increase in professional fees related to the acquisition of Transtar and other strategic initiatives.
Asset impairment decreased $23.5 million due to lower asset impairment charges in 2021, primarily related to early lease terminations, in the Aviation Leasing segment.
Other income
Total other income increased $40.6 million which primarily reflects:
•an increase of $49.3 million in gains on sale of assets, net due to asset sales in the Aviation Leasing segment;
•a decrease in loss on extinguishment of debt of $8.4 million;
•an increase in other expense of $11.0 million primarily due to a write-off of an earn-out receivable at Long Ridge and losses related to crude oil forward transactions at Jefferson Terminal; and
•an increase of $7.7 million in equity in losses of unconsolidated entities primarily due to unrealized losses on power swaps at Long Ridge.
Provision for income taxes
The benefit from income taxes decreased $4.8 million primarily due to the acquisition of Transtar and a higher provision in the Aviation Leasing segment.
Net (loss) income from continuing operations
Net loss from continuing operations increased $25.7 million primarily due to the changes noted above.
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Adjusted EBITDA (non-GAAP)
Adjusted EBITDA increased $93.0 million primarily due to the changes noted above.
Aviation Leasing
As of December 31, 2021, in our Aviation Leasing segment, we own and manage 315 aviation assets, consisting of 108 commercial aircraft and 207 engines.
As of December 31, 2021, 91 of our commercial aircraft and 140 of our engines were leased to operators or other third parties. Aviation assets currently off lease are either undergoing repair and/or maintenance, being prepared to go on lease or held in short term storage awaiting a future lease. Our aviation equipment was approximately 78% utilized during the three months ended December 31, 2021, based on the percent of days on-lease in the quarter weighted by the monthly average equity value of our aviation leasing equipment, excluding airframes. Our aircraft currently have a weighted average remaining lease term of 44 months, and our engines currently on-lease have an average remaining lease term of 18 months. The table below provides additional information on the assets in our Aviation Leasing segment:
| Aviation Assets | Widebody | Narrowbody | Total | ||||
|---|---|---|---|---|---|---|---|
| Aircraft | |||||||
| Assets at January 1, 2021 | 15 | 63 | 78 | ||||
| Purchases | 1 | 51 | 52 | ||||
| Sales | (4) | — | (4) | ||||
| Transfers | 1 | (19) | (18) | ||||
| Assets at December 31, 2021 | 13 | 95 | 108 | ||||
| Engines | |||||||
| Assets at January 1, 2021 | 88 | 98 | 186 | ||||
| Purchases | 11 | 49 | 60 | ||||
| Sales | (29) | (27) | (56) | ||||
| Transfers | (2) | 19 | 17 | ||||
| Assets at December 31, 2021 | 68 | 139 | 207 |
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The following table presents our results of operations for our Aviation Leasing segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Equipment leasing revenues | ||||||||||||||||||
| Lease income | $ | 161,985 | $ | 166,331 | $ | 197,305 | $ | (4,346) | $ | (30,974) | ||||||||
| Maintenance revenue | 128,819 | 101,462 | 134,914 | 27,357 | (33,452) | |||||||||||||
| Finance lease income | 1,747 | 2,260 | 2,648 | (513) | (388) | |||||||||||||
| Other revenue | 28,871 | 11,158 | 1,808 | 17,713 | 9,350 | |||||||||||||
| Total revenues | 321,422 | 281,211 | 336,675 | 40,211 | (55,464) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 56,072 | 20,667 | 17,668 | 35,405 | 2,999 | |||||||||||||
| Acquisition and transaction expenses | 3,840 | 6,687 | 8,641 | (2,847) | (1,954) | |||||||||||||
| Depreciation and amortization | 139,972 | 133,904 | 128,990 | 6,068 | 4,914 | |||||||||||||
| Asset impairment | 10,463 | 33,978 | — | (23,515) | 33,978 | |||||||||||||
| Total expenses | 210,347 | 195,236 | 155,299 | 15,111 | 39,937 | |||||||||||||
| Other (expense) income | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (1,403) | (1,932) | (1,829) | 529 | (103) | |||||||||||||
| Gain (loss) on sale of assets, net | 49,015 | (300) | 81,954 | 49,315 | (82,254) | |||||||||||||
| Interest income | 1,153 | 94 | 104 | 1,059 | (10) | |||||||||||||
| Other expense | (1,680) | — | — | (1,680) | — | |||||||||||||
| Total other income (expense) | 47,085 | (2,138) | 80,229 | 49,223 | (82,367) | |||||||||||||
| Income before income taxes | 158,160 | 83,837 | 261,605 | 74,323 | (177,768) | |||||||||||||
| Provision for (benefit from) income taxes | 935 | (4,812) | 2,826 | 5,747 | (7,638) | |||||||||||||
| Net income | 157,225 | 88,649 | 258,779 | 68,576 | (170,130) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 157,225 | $ | 88,649 | $ | 258,779 | $ | 68,576 | $ | (170,130) |
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The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net income attributable to shareholders | $ | 157,225 | $ | 88,649 | $ | 258,779 | $ | 68,576 | $ | (170,130) | ||||||||
| Add: Provision for (benefit from) income taxes | 935 | (4,812) | 2,826 | 5,747 | (7,638) | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 3,840 | 6,687 | 8,641 | (2,847) | (1,954) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | 10,463 | 33,978 | — | (23,515) | 33,978 | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense (1) | 167,950 | 164,250 | 159,152 | 3,700 | 5,098 | |||||||||||||
| Add: Interest expense | — | — | — | — | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (1,203) | (1,932) | (1,829) | 729 | (103) | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 1,403 | 1,932 | 1,829 | (529) | 103 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 340,613 | $ | 288,752 | $ | 429,398 | $ | 51,861 | $ | (140,646) |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) depreciation expense of $139,972, $133,904 and $128,990, (ii) lease intangible amortization of $4,993, $3,747 and $7,181 and (iii) amortization for lease incentives of $22,985, $26,599 and $22,981, respectively.
(2) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) net loss of $(1,403), $(1,932) and $(1,829) and (ii) depreciation and amortization of $200, $0 and $0, respectively.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues increased $40.2 million driven by higher maintenance revenue and other revenue partially offset by lower lease income.
•Maintenance revenue increased $27.4 million primarily due to an increase in aircraft and engine utilization and the recognition of maintenance deposits due to the redelivery of aircraft, partially offset by the increase in the number of aircraft and engines redelivered.
•Other revenue increased $17.7 million primarily due to the increase in engine parts sales, partially offset by lower end-of lease redelivery compensation and the settlement of an engine loss during 2020.
•Lease income decreased $4.3 million primarily due to an increase in the number of aircraft redelivered, partially offset by an increase in the number of aircraft and engines placed on lease towards the end of the year.
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Expenses
Total expenses increased $15.1 million primarily due to an increase in operating expenses and depreciation and amortization expense, partially offset by a decrease in asset impairment and acquisition and transaction expense.
•Operating expenses increased $35.4 million primarily as a result of an increase in costs associated with the sale of engine parts, bad debt expense, shipping and storage fees and other operating expenses.
•Depreciation and amortization expense increased $6.1 million driven by an increase in the number of assets owned and on lease, partially offset by an increase in the number of aircraft redelivered and parted out into our engine leasing pool.
•Asset impairment decreased $23.5 million due to lower asset impairment charges in 2021 which are primarily related to early lease terminations. See Note 5 to the consolidated financial statements for additional information.
•Acquisition and transaction expense decreased $2.8 million driven by lower compensation and related costs associated with the acquisition of aviation leasing equipment.
Other income
Total other income increased $49.2 million primarily due to an increase of $49.3 million in gain on the sale of leasing equipment in 2021, an increase of $1.1 million in interest income and a decrease of $0.5 million in Aviation Leasing’s proportionate share of the unconsolidated entities’ net loss, partially offset by an increase of $1.7 million in other expenses.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA increased $51.9 million primarily due to the changes noted above.
Jefferson Terminal
The following table presents our results of operations for our Jefferson Terminal segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Infrastructure revenues | ||||||||||||||||||
| Lease income | $ | 1,688 | $ | 1,186 | $ | 2,306 | $ | 502 | $ | (1,120) | ||||||||
| Terminal services revenues | 44,664 | 50,887 | 35,908 | (6,223) | 14,979 | |||||||||||||
| Crude marketing revenues | — | 8,210 | 166,134 | (8,210) | (157,924) | |||||||||||||
| Total revenues | 46,352 | 60,283 | 204,348 | (13,931) | (144,065) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 48,255 | 53,072 | 231,506 | (4,817) | (178,434) | |||||||||||||
| Depreciation and amortization | 36,013 | 29,034 | 22,873 | 6,979 | 6,161 | |||||||||||||
| Interest expense | 14,812 | 9,426 | 16,189 | 5,386 | (6,763) | |||||||||||||
| Total expenses | 99,080 | 91,532 | 270,568 | 7,548 | (179,036) | |||||||||||||
| Other (expense) income | ||||||||||||||||||
| Equity in losses of unconsolidated entities | — | — | (292) | — | 292 | |||||||||||||
| (Loss) gain on sale of assets, net | — | (8) | 4,636 | 8 | (4,644) | |||||||||||||
| Loss on extinguishment of debt | — | (4,724) | — | 4,724 | (4,724) | |||||||||||||
| Interest income | — | 22 | 118 | (22) | (96) | |||||||||||||
| Other (expense) income | (4,726) | 70 | 634 | (4,796) | (564) | |||||||||||||
| Total other (expense) income | (4,726) | (4,640) | 5,096 | (86) | (9,736) | |||||||||||||
| Loss before income taxes | (57,454) | (35,889) | (61,124) | (21,565) | 25,235 | |||||||||||||
| Provision for income taxes | 230 | 278 | 284 | (48) | (6) | |||||||||||||
| Net loss | (57,684) | (36,167) | (61,408) | (21,517) | 25,241 | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | (26,250) | (16,483) | (17,356) | (9,767) | 873 | |||||||||||||
| Net loss attributable to shareholders | $ | (31,434) | $ | (19,684) | $ | (44,052) | $ | (11,750) | $ | 24,368 |
50
The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net loss attributable to shareholders | $ | (31,434) | $ | (19,684) | $ | (44,052) | $ | (11,750) | $ | 24,368 | ||||||||
| Add: Provision for income taxes | 230 | 278 | 284 | (48) | (6) | |||||||||||||
| Add: Equity-based compensation expense | 3,215 | 1,676 | 1,054 | 1,539 | 622 | |||||||||||||
| Add: Acquisition and transaction expenses | — | — | — | — | — | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | 4,724 | — | (4,724) | 4,724 | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | 181 | 6,364 | (181) | (6,183) | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 36,013 | 29,034 | 22,873 | 6,979 | 6,161 | |||||||||||||
| Add: Interest expense | 14,812 | 9,426 | 16,189 | 5,386 | (6,763) | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | — | — | 656 | — | (656) | |||||||||||||
| Less: Equity in losses of unconsolidated entities | — | — | 292 | — | (292) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA (2) | (12,205) | (9,517) | (9,820) | (2,688) | 303 | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 10,631 | $ | 16,118 | $ | (6,160) | $ | (5,487) | $ | 22,278 |
__________________________________________________
(1) Includes the following items for the year ended December 31, 2019: (i) net loss of $(349) and (ii) depreciation and amortization expense of $1,005.
(2) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) equity-based compensation of $723, $352 and $221, (ii) provision for income taxes of $52, $59 and $60, (iii) interest expense of $3,331, $1,979 and $3,400, (iv) changes in fair value of non-hedge derivative instruments of $0, $38 and $1,336, (v) depreciation and amortization expense of $8,099, $6,097 and $4,803 and (vi) loss on extinguishment of debt of $0, $992 and $0, respectively.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues decreased $13.9 million which primarily reflects (i) a decrease in crude marketing revenue of $8.2 million due to Jefferson Terminal exiting the crude marketing strategy in the fourth quarter of 2019 and (ii) a decrease in terminal services revenues of $6.2 million which reflects lower volumes in the first half of 2021 due to lower global oil demand related to COVID-19.
Expenses
Total expenses increased $7.5 million which reflects:
•an increase in depreciation and amortization of $7.0 million due to additional assets placed into service;
•an increase in interest expense of $5.4 million due to the issuance of the Series 2021 Bonds for $425 million and the commencement of the EB-5 Loan Agreement; and
•a decrease in operating expenses of $4.8 million which primarily reflects (i) a decrease in cost of sales due to Jefferson Terminal exiting the crude marketing strategy in the fourth quarter of 2019, a portion of which was recognized in 2020, partially offset by (ii) higher insurance and other facility operating expenses.
Other (expense) income
Other expense increased $4.8 million due to losses related to crude oil forward transactions.
Loss on extinguishment of debt decreased $4.7 million due to a debt refinancing in 2020. See Note 10 to the consolidated financial statements for additional information.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA decreased $5.5 million primarily due to the changes noted above.
51
Ports and Terminals
The following table presents our results of operations for our Ports and Terminals segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Infrastructure revenues | ||||||||||||||||||
| Lease income | $ | — | $ | — | $ | 1,056 | $ | — | $ | (1,056) | ||||||||
| Terminal services revenues | 374 | — | 7,057 | 374 | (7,057) | |||||||||||||
| Other revenue | 11,243 | 3,855 | 14,074 | 7,388 | (10,219) | |||||||||||||
| Total revenues | 11,617 | 3,855 | 22,187 | 7,762 | (18,332) | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 14,403 | 10,327 | 24,854 | 4,076 | (14,527) | |||||||||||||
| Acquisition and transaction expenses | — | 907 | 5,008 | (907) | (4,101) | |||||||||||||
| Depreciation and amortization | 9,052 | 1,497 | 9,849 | 7,555 | (8,352) | |||||||||||||
| Asset impairment | — | — | 4,726 | — | (4,726) | |||||||||||||
| Interest expense | 1,147 | 1,335 | 1,712 | (188) | (377) | |||||||||||||
| Total expenses | 24,602 | 14,066 | 46,149 | 10,536 | (32,083) | |||||||||||||
| Other (expense) income | ||||||||||||||||||
| Equity in losses of unconsolidated entities | (11,429) | (3,222) | (192) | (8,207) | (3,030) | |||||||||||||
| Gain on sale of assets, net | 16 | — | 116,660 | 16 | (116,660) | |||||||||||||
| Interest income | 318 | — | 289 | 318 | (289) | |||||||||||||
| Other (expense) income | (4,100) | — | 1,809 | (4,100) | (1,809) | |||||||||||||
| Total other (expense) income | (15,195) | (3,222) | 118,566 | (11,973) | (121,788) | |||||||||||||
| (Loss) income before income taxes | (28,180) | (13,433) | 94,604 | (14,747) | (108,037) | |||||||||||||
| (Benefit from) provision for income taxes | (3,749) | (1,791) | 14,700 | (1,958) | (16,491) | |||||||||||||
| Net (loss) income | (24,431) | (11,642) | 79,904 | (12,789) | (91,546) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | (222) | (39) | (215) | (183) | 176 | |||||||||||||
| Net (loss) income attributable to shareholders | $ | (24,209) | $ | (11,603) | $ | 80,119 | $ | (12,606) | $ | (91,722) |
52
The following table sets forth a reconciliation of net (loss) income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net (loss) income attributable to shareholders | $ | (24,209) | $ | (11,603) | $ | 80,119 | $ | (12,606) | $ | (91,722) | ||||||||
| Add: (Benefit from) provision for income taxes | (3,749) | (1,791) | 14,700 | (1,958) | (16,491) | |||||||||||||
| Add: Equity-based compensation expense | 823 | 649 | 455 | 174 | 194 | |||||||||||||
| Add: Acquisition and transaction expenses | — | 907 | 5,008 | (907) | (4,101) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | (2,220) | — | (1,809) | (2,220) | 1,809 | |||||||||||||
| Add: Asset impairment charges | — | — | 4,726 | — | (4,726) | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 9,052 | 1,497 | 9,849 | 7,555 | (8,352) | |||||||||||||
| Add: Interest expense | 1,147 | 1,335 | 1,712 | (188) | (377) | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | 29,405 | 3,304 | (153) | 26,101 | 3,457 | |||||||||||||
| Less: Equity in losses of unconsolidated entities | 11,429 | 3,222 | 192 | 8,207 | 3,030 | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA (2) | (303) | (120) | (39) | (183) | (81) | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 21,375 | $ | (2,600) | $ | 114,760 | $ | 23,975 | $ | (117,360) |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) net loss of $(11,430), $(3,222) and $(193), (ii) depreciation expense of $12,443, $5,513 and $40, (iii) interest expense of $5,513, $1,021 and $0, (iv) acquisition and transaction expense of $104, $581 and $0, (v) changes in fair value of non-hedge derivative instruments of $19,850, $(589) and $0, (vi) asset impairment of $2,146, $0 and $0 and (vii) equity-based compensation of $779, $0 and $0, respectively.
(2) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) equity-based compensation of $28, $22 and $9, (ii) interest expense of $39, $46 and $0, (iii) depreciation expense of $312, $52 and $30 and (iv) changes in fair value of non-hedge derivative instruments of $(76), $0 and $0, respectively.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Total revenues increased $7.8 million, primarily due to (i) an increase in butane sales of $5.2 million at Repauno, (ii) a gain of $2.2 million on butane forward purchase contracts at Repauno and (iii) an increase of $0.4 million due to the commencement of transloading at Repauno.
Expenses
Total expenses increased $10.5 million primarily due to:
•an increase in operating expenses of $4.1 million which primarily reflects increases in (i) property taxes due to new assets at Repauno, (ii) facility operating expenses due to higher butane volumes, (iii) compensation and benefits due to additional headcount at Repauno and (iv) professional fees;
•an increase in depreciation expense of $7.6 million due to assets being placed into service at Repauno; and
•a decrease in acquisition and transaction expense of $0.9 million due to no acquisition transactions in 2021.
Other expense
Total other expense increased $12.0 million primarily due to increases in (i) other expense due to the write-off of an earn-out receivable of $4.1 million at Long Ridge and (ii) equity in losses in unconsolidated entities primarily due to unrealized losses on power swaps at Long Ridge.
Benefit from income taxes
The benefit from income taxes increased $2.0 million which primarily reflects a deferred tax benefit due to higher pre-tax losses in 2021.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA increased $24.0 million primarily due to (i) an increase in the Pro-rata share of Adjusted EBITDA from unconsolidated entities and (ii) the changes noted above.
53
Transtar
On July 28, 2021, we completed the acquisition for 100% of the equity interests of Transtar from U.S. Steel (“USS”) for total cash consideration of $636.0 million. Transtar is comprised of five freight railroads and one switching company, of which two railroads are connected to USS's largest production facilities. See Note 4 to the consolidated financial statements for additional information.
The following table presents our results of operations for our Transtar segment:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Infrastructure revenues | ||||||||||||||||||
| Lease income | $ | 736 | $ | — | $ | — | $ | 736 | $ | — | ||||||||
| Rail revenues | 56,803 | — | — | 56,803 | — | |||||||||||||
| Total revenues | 57,539 | — | — | 57,539 | — | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 28,987 | — | — | 28,987 | — | |||||||||||||
| Acquisition and transaction expenses | 2,841 | — | — | 2,841 | — | |||||||||||||
| Depreciation and amortization | 8,320 | — | — | 8,320 | — | |||||||||||||
| Interest expense | 53 | — | — | 53 | — | |||||||||||||
| Total expenses | 40,201 | — | — | 40,201 | — | |||||||||||||
| Other expense | ||||||||||||||||||
| Other expense | (423) | — | — | (423) | — | |||||||||||||
| Total other expense | (423) | — | — | (423) | — | |||||||||||||
| Income before income taxes | 16,915 | — | — | 16,915 | — | |||||||||||||
| Provision for income taxes | 1,602 | — | — | 1,602 | — | |||||||||||||
| Net income | 15,313 | — | — | 15,313 | — | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Net income attributable to shareholders | $ | 15,313 | $ | — | $ | — | $ | 15,313 | $ | — |
54
The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net income attributable to shareholders | $ | 15,313 | $ | — | $ | — | $ | 15,313 | $ | — | ||||||||
| Add: Provision for income taxes | 1,602 | — | — | 1,602 | — | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 2,841 | — | — | 2,841 | — | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | — | — | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | — | — | — | |||||||||||||
| Add: Depreciation and amortization expense | 8,320 | — | — | 8,320 | — | |||||||||||||
| Add: Interest expense | 53 | — | — | 53 | — | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Equity in losses of unconsolidated entities | — | — | — | — | — | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 28,129 | $ | — | $ | — | $ | 28,129 | $ | — |
Financial results for the year ended December 31, 2021
Revenues
Total revenues were $57.5 million, which primarily consists of switching, interline, and ancillary rail services.
Expenses
Total expenses were $40.2 million, which primarily consists of (i) operating expenses of $29.0 million which primarily includes compensation and benefits of $19.0 million and facility operating expense of $7.0 million and (ii) depreciation and amortization of $8.3 million.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA was $28.1 million primarily due to the activity noted above.
55
Corporate and Other
The following table presents our results of operations:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Revenues | ||||||||||||||||||
| Equipment leasing revenues | ||||||||||||||||||
| Lease income | $ | 10,131 | $ | 11,145 | $ | 9,796 | $ | (1,014) | $ | 1,349 | ||||||||
| Other revenue | 4,030 | 5,578 | 2,851 | (1,548) | 2,727 | |||||||||||||
| Total equipment leasing revenues | 14,161 | 16,723 | 12,647 | (2,562) | 4,076 | |||||||||||||
| Infrastructure revenues | ||||||||||||||||||
| Other revenue | 4,711 | 4,424 | 2,917 | 287 | 1,507 | |||||||||||||
| Total infrastructure revenues | 4,711 | 4,424 | 2,917 | 287 | 1,507 | |||||||||||||
| Total revenues | 18,872 | 21,147 | 15,564 | (2,275) | 5,583 | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating expenses | 24,747 | 25,446 | 17,544 | (699) | 7,902 | |||||||||||||
| General and administrative | 17,409 | 18,159 | 16,905 | (750) | 1,254 | |||||||||||||
| Acquisition and transaction expenses | 15,260 | 2,274 | 3,974 | 12,986 | (1,700) | |||||||||||||
| Management fees and incentive allocation to affiliate | 16,322 | 18,519 | 36,059 | (2,197) | (17,540) | |||||||||||||
| Depreciation and amortization | 8,399 | 7,965 | 7,311 | 434 | 654 | |||||||||||||
| Interest expense | 155,024 | 87,445 | 77,684 | 67,579 | 9,761 | |||||||||||||
| Total expenses | 237,161 | 159,808 | 159,477 | 77,353 | 331 | |||||||||||||
| Other (expense) income | ||||||||||||||||||
| Equity in earnings (losses) of unconsolidated entities | 98 | 115 | (62) | (17) | 177 | |||||||||||||
| Loss on extinguishment of debt | (3,254) | (6,943) | — | 3,689 | (6,943) | |||||||||||||
| Interest income | 240 | 46 | 20 | 194 | 26 | |||||||||||||
| Other income | 1 | — | 1,002 | 1 | (1,002) | |||||||||||||
| Total other (expense) income | (2,915) | (6,782) | 960 | 3,867 | (7,742) | |||||||||||||
| Loss before income taxes | (221,204) | (145,443) | (142,953) | (75,761) | (2,490) | |||||||||||||
| (Benefit from) provision for income taxes | (75) | 420 | — | (495) | 420 | |||||||||||||
| Net loss | (221,129) | (145,863) | (142,953) | (75,266) | (2,910) | |||||||||||||
| Less: Net loss attributable to non-controlling interest in consolidated subsidiaries | — | — | — | — | — | |||||||||||||
| Less: Dividends on preferred shares | 24,758 | 17,869 | 1,838 | 6,889 | 16,031 | |||||||||||||
| Net loss attributable to shareholders | $ | (245,887) | $ | (163,732) | $ | (144,791) | $ | (82,155) | $ | (18,941) |
56
The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA:
| Year Ended December 31, | Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | '21 vs '20 | '20 vs '19 | |||||||||||||
| Net loss attributable to shareholders | $ | (245,887) | $ | (163,732) | $ | (144,791) | $ | (82,155) | $ | (18,941) | ||||||||
| Add: (Benefit from) provision for income taxes | (75) | 420 | — | (495) | 420 | |||||||||||||
| Add: Equity-based compensation expense | — | — | — | — | — | |||||||||||||
| Add: Acquisition and transaction expenses | 15,260 | 2,274 | 3,974 | 12,986 | (1,700) | |||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 3,254 | 6,943 | — | (3,689) | 6,943 | |||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | — | — | — | — | — | |||||||||||||
| Add: Asset impairment charges | — | — | — | — | — | |||||||||||||
| Add: Incentive allocations | — | — | 21,231 | — | (21,231) | |||||||||||||
| Add: Depreciation and amortization expense | 8,399 | 7,965 | 7,311 | 434 | 654 | |||||||||||||
| Add: Interest expense | 155,024 | 87,445 | 77,684 | 67,579 | 9,761 | |||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) | (310) | (164) | (61) | (146) | (103) | |||||||||||||
| Less: Equity in (earnings) losses of unconsolidated entities | (98) | (115) | 62 | 17 | (177) | |||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | — | — | — | |||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (64,433) | $ | (58,964) | $ | (34,590) | $ | (5,469) | $ | (24,374) |
__________________________________________________
(1) Includes the following items for the years ended December 31, 2021, 2020 and 2019: (i) net loss of $(409), $(281) and $(192) and (ii) interest expense of $99, $117 and $131, respectively.
Comparison of the years ended December 31, 2021 and 2020
Revenues
Equipment leasing revenues decreased $2.6 million in our offshore business as one of our vessels was on hire longer in 2020 compared to 2021.
Expenses
Total expenses increased $77.4 million due to higher (i) interest expense and (ii) acquisition and transaction expenses, partially offset by lower (iii) management fees and incentive allocation to affiliate.
Interest expense increased $67.6 million which reflects an increase in the average outstanding debt of approximately $724.0 million primarily due to increases in (i) the Senior Notes due 2028 of $542.5 million, (ii) the Senior Notes due 2025 of $373.1 million, (iii) the Senior Notes due 2027 of $200.0 million, (iv) the Bridge Loans of $108.3 million and (v) the Revolving Credit Facility of $37.9 million, partially offset by a decrease in (vi) the Senior Notes due 2022 of $540.2 million, which was redeemed in full in May 2021.
Acquisition and transaction expenses increased $13.0 million primarily due to an increase in professional fees related to the acquisition of Transtar and other strategic initiatives.
Management fees and incentive allocation to affiliate decreased $2.2 million which reflects a decrease in the base management fee as our average total equity was lower in 2021 compared to 2020.
Other (expense) income
Other expense decreased $3.9 million primarily due to a lower loss on extinguishment of debt of $3.7 million.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA decreased $5.5 million primarily due to the changes noted above.
57
Transactions with Affiliates and Affiliated Entities
We are managed by the Manager, an affiliate of Fortress, pursuant to the Management Agreement which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager. Our Management Agreement requires our Manager to manage our business affairs in conformity with a broad asset acquisition strategy adopted and monitored by our board of directors. From time to time, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates or other affiliates of Fortress, which may include, but are not limited to, certain financing arrangements, acquisition of assets, acquisition of debt obligations, debt, co-investments, and other assets that present an actual, potential or perceived conflict of interest. Please see Note 18 to our consolidated financial statements included elsewhere in this filing for more information.
Geographic Information
Please refer to Note 19 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for a report, by geographic area for each segment, of revenues from our external customers, for the years ended December 31, 2021, 2020 and 2019, as well as a report, by geographic area for each segment, of our total property, plant and equipment and equipment held for lease as of December 31, 2021 and 2020.
Liquidity and Capital Resources
In April 2021, we issued $500 million aggregate principal amount of senior unsecured notes due 2028 (see Note 10 to the consolidated financial statements). On May 7, 2021, we used a portion of the net proceeds to redeem in full the Senior Notes due 2022, which totaled $400 million aggregate principal plus accrued and unpaid interest.
In July 2021, we entered into a senior unsecured bridge term loan facility (the “Bridge Loans”) in an aggregate principal amount of $650 million in order to finance the acquisition of Transtar, which closed on July 28, 2021. We issued new equity and debt in September 2021, as described below, and repaid in full the Bridge Loans.
In August 2021, Jefferson issued $425 million aggregate principal amount of Series 2021 Bonds (see Note 10 to the consolidated financial statements). Jefferson used a portion of the net proceeds from the Series 2021 Bonds to repay certain indebtedness, and intends to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities.
In September 2021, we issued 12,000,000 common shares and received net proceeds of approximately $291.7 million after deducting underwriting discounts and offering expenses (see Note 20 to the consolidated financial statements). The proceeds were used to repay a portion of the Bridge Loans. Additionally, in October 2021, the underwriters exercised an option to purchase an additional 1,283,863 common shares and we received net proceeds of approximately $31 million.
In September 2021, we issued an additional $500 million aggregate principal amount of the Senior Notes due 2028 (see Note 10 to the consolidated financial statements). We used a portion of the net proceeds to repay in full the Bridge Loans.
In December 2021, we entered into an agreement for senior secured bridge term loans (“2021 Bridge Loans”) in an aggregate principal amount of $350 million, which we used to finance or refinance certain assets.
We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic.
Our principal uses of liquidity have been and continue to be (i) acquisitions or expansion of transportation infrastructure and equipment, (ii) distributions to our shareholders, (iii) expenses associated with our operating activities and (iv) debt service obligations associated with our investments.
•Cash used for the purpose of making investments was $1.5 billion, $597.5 million and $942.5 million during the years ended December 31, 2021, 2020, and 2019, respectively.
•Distributions to shareholders, including cash dividends, were $142.8 million, $131.4 million and $115.4 million during the years ended December 31, 2021, 2020 and 2019, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
Our principal sources of liquidity to fund these uses have been and continue to be (i) revenues from our transportation infrastructure and equipment assets (including finance lease collections and maintenance reserve collections) net of operating expenses, (ii) proceeds from borrowings or the issuance of securities and (iii) proceeds from asset sales.
•Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $16.9 million, $110.3 million and $229.7 million during the years ended December 31, 2021, 2020, and 2019, respectively.
•During the year ended December 31, 2021, additional borrowings were obtained in connection with the (i) Senior Notes due 2028 of $1.0 billion, (ii) Revolving Credit Facility of $690.0 million, (iii) Bridge Loan Agreement of $650.0 million, (iv)
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Series 2021 Bonds of $425.0 million, (v) 2021 Bridge Loans of $100.5 million and (vi) EB-5 Loan Agreement of $26.1 million. We made principal payments of $1.6 billion related to the Bridge Loan Agreement, Revolving Credit Facility and Senior Notes due 2022.
During the year ended December 31, 2020, additional borrowings were obtained in connection with the (i) Senior Notes due 2025 of $407.0 million, (ii) Senior Notes due 2027 of $400.0 million, (iii) Revolving Credit Facility of $270.0 million and (iv) Series 2020 Bonds of $264.0 million. We made principal payments of $852.2 million related to the Senior Notes due 2022, Revolving Credit Facility, Series 2016 Bonds, Jefferson Revolver, Series 2012 Bonds and FTAI Pride Credit Agreement.
During the year ended December 31, 2019, additional borrowings were obtained in connection with the (i) Revolving Credit Facility of $250.0 million, (ii) LREG Credit Agreement of $173.5 million, (iii) Senior Notes due 2025 of $148.7 million, (iv) Senior Notes due 2022 of $147.8 million, (v) DRP Revolver of $25.0 million, (vi) Jefferson Revolver of $23.2 million and (vii) CMQR Credit Agreement of $20.9 million. We made principal payments of $405.1 million primarily related to the Revolving Credit Facility, Jefferson Revolver and CMQR Credit Agreement.
•Proceeds from the sale of subsidiaries and assets were $163.4 million, $72.2 million and $432.3 million during the years ended December 31, 2021, 2020, and 2019, respectively.
•Proceeds from the issuance of common shares, net of issuance costs were $323.1 million during the year ended December 31, 2021. There were no issuances of common shares in 2020 or 2019.
•Proceeds from the issuance of preferred shares, net of underwriters discount and issuance costs, were $101.2 million, $19.7 million and $194.0 million during the years ended December 31, 2021, 2020 and 2019, respectively.
Our net cash provided by operating activities has been less than the amount of distributions to our shareholders. Our board of directors takes this and other factors into account as part of any decision to pay a dividend, and the timing and amount of any future dividend is subject to change at the discretion of our board of directors.
We are currently evaluating several potential Infrastructure and Equipment Leasing transactions, which could occur within the next 12 months. However, as of the date of this filing, none of these transactions or negotiations are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.
Historical Cash Flow
The following table presents our historical cash flow:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | |||||||
| Cash flow data: | ||||||||||
| Net cash (used in) provided by operating activities | $ | (22,044) | $ | 63,106 | $ | 151,043 | ||||
| Net cash used in investing activities | (1,286,958) | (509,123) | (495,236) | |||||||
| Net cash provided by financing activities | 1,587,645 | 364,918 | 465,873 |
Comparison of the years ended December 31, 2021 and 2020
Net cash used in operating activities increased $85.2 million, which primarily reflects (i) an increase in net loss of $27.0 million, primarily due to higher interest expense and operating expenses, partially offset by higher revenue and (ii) certain adjustments to reconcile net loss to cash used in operating activities including, gain on sale of assets, net of $49.3 million, security deposits and maintenance claims included in earnings of $32.7 million, depreciation and amortization of $29.4 million and asset impairment of $23.5 million.
Net cash used in investing activities increased $777.8 million primarily due to (i) the acquisition of Transtar, net of cash acquired of $627.1 million, (ii) an increase in acquisitions of leasing equipment of $251.0 million and (iii) an increase in investment in unconsolidated entities of $50.0 million, partially offset by (iv) a decrease in acquisitions of property, plant and equipment of $107.5 million and (v) an increase in proceeds from the sale of leasing equipment of $86.8 million.
Net cash provided by financing activities increased $1.2 billion primarily due to (i) an increase in proceeds from debt of $1.6 billion, (ii) an increase in proceeds from the issuance of common shares, net of $323.1 million and (iii) an increase in proceeds from the issuance of preferred shares, net of $81.5 million, partially offset by (iv) an increase in repayments of debt of $701.0 million.
Funds Available for Distribution (non-GAAP)
We use Funds Available for Distribution (“FAD”) in evaluating our ability to meet our stated dividend policy. We believe FAD is a useful metric for investors and analysts for similar purposes. FAD is not a financial measure in accordance with U.S. GAAP. The U.S. GAAP measure most directly comparable to FAD is net cash provided by operating activities.
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We define FAD as: net cash provided by operating activities plus principal collections on finance leases, proceeds from sale of assets, and return of capital distributions from unconsolidated entities, less required payments on debt obligations and capital distributions to non-controlling interest, and excluding changes in working capital. The following table sets forth a reconciliation of net cash provided by operating activities to FAD:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | |||||||
| Net cash (used in) provided by operating activities | $ | (22,044) | $ | 63,106 | $ | 151,043 | ||||
| Add: Principal collections on finance leases | 7,387 | 13,823 | 13,398 | |||||||
| Add: Proceeds from sale of assets | 163,421 | 72,175 | 432,273 | |||||||
| Add: Return of capital distributions from unconsolidated entities | — | — | 1,555 | |||||||
| Less: Required payments on debt obligations (1) | — | — | (36,559) | |||||||
| Less: Capital distributions to non-controlling interest | — | — | — | |||||||
| Exclude: Changes in working capital | 93,422 | 88,314 | 4,726 | |||||||
| Funds Available for Distribution (FAD) | $ | 242,186 | $ | 237,418 | $ | 566,436 |
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(1) Required payments on debt obligations for the year ended December 31, 2021 exclude repayments of $650,000 for the Bridge Loan Agreement, $500,527 for the Revolving Credit Facility and $402,704 for the Senior Notes due 2022, and for the year ended December 31, 2020 exclude repayments of $306,206 for the Senior Notes due 2022, $270,000 for the Revolving Credit Facility, $144,200 for the Series 2016 Bonds, $50,262 for the Jefferson Revolver, $45,520 for the Series 2012 Bonds and $36,009 for the FTAI Pride Credit Agreement, and for the year ended December 31, 2019 exclude repayments of $350,000 for the Revolving Credit Facility and $18,572 for the CMQR Credit Agreement, all of which were voluntary refinancings as repayments of these amounts were not required at such time.
Limitations
FAD is subject to a number of limitations and assumptions and there can be no assurance that we will generate FAD sufficient to meet our intended dividends. FAD has material limitations as a liquidity measure because such measure excludes items that are required elements of our net cash provided by operating activities as described below. FAD should not be considered in isolation nor as a substitute for analysis of our results of operations under U.S. GAAP, and it is not the only metric that should be considered in evaluating our ability to meet our stated dividend policy. Specifically:
•FAD does not include equity capital called from our existing limited partners, proceeds from any debt issuance or future equity offering, historical cash and cash equivalents and expected investments in our operations.
•FAD does not give pro forma effect to prior acquisitions, certain of which cannot be quantified.
•While FAD reflects the cash inflows from sale of certain assets, FAD does not reflect the cash outflows to acquire assets as we rely on alternative sources of liquidity to fund such purchases.
•FAD does not reflect expenditures related to capital expenditures, acquisitions and other investments as we have multiple sources of liquidity and intend to fund these expenditures with future incurrences of indebtedness, additional capital contributions and/or future issuances of equity.
•FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.
•FAD does not reflect changes in working capital balances as management believes that changes in working capital are primarily driven by short term timing differences, which are not meaningful to our distribution decisions.
•Management has significant discretion to make distributions, and we are not bound by any contractual provision that requires us to use cash for distributions.
If such factors were included in FAD, there can be no assurance that the results would be consistent with our presentation of FAD.
Contractual Obligations and Cash Requirements
Our material cash requirements include the following contractual and other obligations:
Debt Obligations—As of December 31, 2021, we had outstanding principal and interest payment obligations of $3.3 billion and $1.2 billion, respectively, of which, $100.5 million and $185.4 million, respectively, are due in the next twelve months. See Note 10 to the consolidated financial statements for additional information about our debt obligations.
Lease Obligations—As of December 31, 2021, we had outstanding operating and finance lease obligations of $182.2 million, of which, $10.7 million is due in the next twelve months.
Other Obligations—As of December 31, 2021, in connection with a pipeline capacity agreement at Jefferson Terminal, we had an obligation to pay a minimum of $10.2 million in marketing fees in the next twelve months.
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Other Cash Requirements—In addition to our contractual obligations, we pay quarterly cash dividends on our common shares and preferred shares, which are subject to change at the discretion of our Board of Directors. During 2021, we declared cash dividends of $118.0 million and $24.8 million on our common shares and preferred shares, respectively.
We expect to meet our future short-term liquidity requirements through cash on hand and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
Critical Accounting Estimates and Policies
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. Note 2 to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
Operating Leases—We lease equipment pursuant to net 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 amount 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 revenues. 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 fair value of the aircraft and lease. The fair value of the lease may include a lease premium or discount.
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 lease 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 finance 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.
Variable Interest Entities—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.
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.
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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 revenue 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 payment.
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 | ||
| Offshore energy vessels | 25 years from date of manufacture | 10% of new build cost | ||
| Railcars and locomotives | 1 - 50 years from date of manufacture | Scrap value at end of useful life | ||
| Track and track related assets | 1 - 50 years from date of manufacture | Scrap value at end of useful life | ||
| Land, site improvements and rights | N/A | N/A | ||
| Bridges and tunnels | 15 - 55 years | Scrap value at end of useful life | ||
| Buildings and site improvements | 3 - 30 years | Scrap value at end of useful life | ||
| Railroad equipment | 2 - 15 years from date of manufacture | Scrap value at end of useful life | ||
| Terminal machinery and equipment | 15 - 25 years from date of manufacture | Scrap value at end of useful life | ||
| Vehicles | 2 - 7 years from date of manufacture | 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 | ||
| Construction in progress | N/A | N/A |
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; or the introduction of newer technology aircraft, vessels, engines or railcars. 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 terminal services contracts, future projected leases, terminal service and freight rail rates, 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.
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, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors. With respect to our offshore energy business, although we expect current market conditions to improve, if such conditions persist for an extended period of time, this could result in the impairment of some of our offshore vessels.
Goodwill—Goodwill includes 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. The carrying amount of goodwill was approximately $257.1 million and $122.7 million as of December 31, 2021 and 2020, respectively. The goodwill amounts as of December 31, 2020 related to the Jefferson reporting unit. The increase in 2021 reflects our acquisition of Transtar. See Note 4 to the consolidated financial statements for additional information.
We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review 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.
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For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A qualitative analysis was not elected for the years ended December 31, 2021 or 2020.
Beginning in 2020, we adopted new guidance regarding the testing and recognition of a goodwill impairment, which prior to 2020 required two steps. 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 estimate the fair value of the Jefferson and Transtar reporting units using an income approach, specifically a discounted cash flow analysis. This analysis requires 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 used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units.
In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. Due to the acquisition of Transtar in the current year, the estimated fair value of that reporting unit approximates the book value. The Jefferson reporting unit had an estimated fair value that exceeded its carrying value by less than 20%. The Jefferson Terminal segment forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products and is subject to obtaining rail capacity for crude, expansion of refined product distribution to Mexico and movements in future oil spreads. At October 31, 2021, approximately 4.3 million barrels of storage was currently operational with 1.9 million barrels currently under construction for new contracts which will complete our storage development for our main terminal. Our discount rate for our 2021 goodwill impairment analysis was 9.0% and our assumed terminal growth rate was 2.0%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.
We expect the Jefferson Terminal segment to continue to generate positive Adjusted EBITDA in future years. Although certain of our anticipated contracts or expected volumes from existing contracts for Jefferson Terminal have been delayed, we continue to believe our projected revenues are achievable. Further delays in executing these contracts or achieving our projections could adversely affect the fair value of the reporting unit. The impact of the COVID-19 global pandemic during 2020 and 2021 negatively affected refining volumes and therefore Jefferson Terminal crude throughput but we have seen the activity starting to normalize and are expected to ramp back to normal during 2022. Furthermore, we anticipate strengthening macroeconomic demand for storage and the increasing spread between Western Canadian Crude and Western Texas Intermediate as Canadian crude pipeline apportionment increases. Also, as our pipeline connections became fully operational during 2021, we remain positive for the outlook of Jefferson Terminal's earnings potential.
There were no impairments of goodwill for the years ended December 31, 2021, 2020, and 2019.
Income Taxes—A portion of our income earned by our corporate subsidiaries is subject to U.S. federal and state income taxation, and is taxed at the currently enacted rates. The remainder of our income is allocated directly to our partners and is not subject to a corporate level of taxation. Certain subsidiaries of ours are subject to income tax in the foreign countries in which they conduct business.
We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.