UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): April 30, 2025
 
FTAI Aviation Ltd.
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands
001-37386
98-1420784
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
415 West 13th Street, 7th Floor, New York, New York 10014
(Address of Principal Executive Offices) (Zip Code)
 
(332) 239-7600
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Ordinary shares, $0.01 par value per share
 FTAI NASDAQ
8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
FTAIN
NASDAQ
9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares
FTAIM
NASDAQ

Item 2.02.
Results of Operations and Financial Condition.
 
On April 30, 2025, FTAI Aviation Ltd. (“FTAI” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended March 31, 2025. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
 
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. 

Exhibit
Number
  
Description
   
  
Press release, dated April 30, 2025, issued by FTAI Aviation Ltd.
104
  
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FTAI Aviation Ltd.
     
 
By:
/s/ Eun (Angela) Nam
 
Name:
Eun (Angela) Nam
 
Title:
Chief Financial Officer and Chief Accounting Officer
Date: April 30, 2025
    


Exhibit 99.1

 
PRESS RELEASE
 
FTAI Aviation Ltd. Reports First Quarter 2025 Results, Declares Dividend of $0.30 per Ordinary Share

 
NEW YORK, April 30, 2025 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the first quarter 2025. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.
 
Financial Overview
 
(in thousands, except per share data)
  
Selected Financial Results
    
Q1’25
  
Net Income Attributable to Shareholders
  
$
89,944
  
Basic Earnings per Ordinary Share
  
$
0.88
  
Diluted Earnings per Ordinary Share
  
$
0.87
  
Adjusted EBITDA(1)
  
$
268,558
  
 
   
          (1)  For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

First Quarter 2025 Dividends
 
On April 30, 2025, the Company’s Board of Directors (the “Board”) declared a cash dividend on our ordinary shares of $0.30 per share for the quarter ended March 31, 2025, payable on May 23, 2025 to the holders of record on May 16, 2025.
 
Additionally, on April 30, 2025, the Board declared cash dividends on its Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”) and Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (“Series D Preferred Shares”) of $0.51563 and $0.59375 per share, respectively, for the quarter ended March 31, 2025, payable on May 19, 2025 to the holders of record on May 12, 2025.
 
Business Highlights
 

 •
Net Income Attributable to Shareholders of $89.9 million.

•
Generated $131 million of Aerospace Products Adjusted EBITDA(1) at a margin of 36%.

•
FTAI’s Module Factory now has over 100 customers worldwide.

•
98 aircraft owned or under letters of intent to be acquired by FTAI’s inaugural Strategic Capital Initiative 2025 partnership as of March 31, 2025.

(1)  For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

1
Additional Information
 
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Center section of the Company’s website, https://www.ftaiaviation.com/, and the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.
 
Conference Call
 
In addition, management will host a conference call on Thursday, May 1, 2025 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register-conf.media-server.com/register/BIffe9c7ca08aa49d4bf442b45b495edf6. Once registered, participants will receive a dial-in and unique pin to access the call.
 
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.ftaiaviation.com/. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
 
A replay of the conference call will be available after 11:30 A.M. on Thursday, May 1, 2025 through 11:30 A.M. on Thursday, May 8, 2025 on https://ir.ftaiaviation.com/news-events/presentations/.
 
The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a part of, this press release.
 
About FTAI Aviation Ltd.
 
FTAI owns and maintains commercial jet engines with a focus on CFM56 and V2500 engines. FTAI’s propriety portfolio of products, including the Module Factory and a joint venture to manufacture engine PMA, enables it to provide cost savings and flexibility to our airline, lessor, and maintenance, repair, and operations customer base. Additionally, FTAI owns and leases jet aircraft which often facilitates the acquisition of engines at attractive prices. FTAI invests in aviation assets and aerospace products that generate strong and stable cash flows with the potential for earnings growth and asset appreciation.
 
Cautionary Note Regarding Forward-Looking Statements
 
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the ability to close on any aircraft under letters of intent (LOI). These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.ftaiaviation.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
 
2
For further information, please contact:
 
Alan Andreini
Investor Relations
FTAI Aviation Ltd.
(646) 734-9414
aandreini@ftaiaviation.com

Media
 
Tim Lynch / Aaron Palash / Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

3
Exhibit - Financial Statements
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)

   
Three Months Ended March 31,
  
   
2025
    
2024
  
Revenues
            
Aerospace products revenue (1)
  
$
365,063
    
$
189,057
  
Lease income
    
68,471
      
53,240
  
Maintenance revenue
    
49,607
      
45,790
  
Asset sales revenue
    
18,939
      
38,607
  
Total revenues
    
502,080
      
326,694
  
                 
Expenses
                
Cost of sales
    
248,714
      
142,804
  
Operating expenses
    
32,438
      
25,317
  
General and administrative
    
3,116
      
3,683
  
Acquisition and transaction expenses
    
7,292
      
6,179
  
Management fees and incentive allocation to affiliate
    
—
      
4,895
  
Depreciation and amortization
    
59,562
      
49,920
  
Asset impairment
    
—
      
962
  
Total expenses
    
351,122
      
233,760
  
                 
Other (expense) income
                
Interest expense
    
(62,040
)
    
(47,707
)
Equity in losses of unconsolidated entities (2)
    
(7,614
)
    
(667
)
Other income (3)
    
43,941
      
634
  
Total other expense
    
(25,713
)
    
(47,740
)
Income before income taxes
    
125,245
      
45,194
  
Provision for income taxes
    
22,859
      
5,572
  
Net income
    
102,386
      
39,622
  
Less: Dividends on preferred shares
    
6,115
      
8,335
  
Less: Loss on redemption of preferred shares
    
6,327
      
—
  
Net income attributable to shareholders
  
$
89,944
    
$
31,287
  
                 
Earnings per share:
                
Basic
  
$
0.88
    
$
0.31
  
Diluted
  
$
0.87
    
$
0.31
  
                 
Weighted average shares outstanding:
                
Basic
    
102,552,436
      
100,245,905
  
Diluted
    
103,159,051
      
100,960,065
  

(1) Includes revenue of $100,638 and $0 for the three months ended March 31, 2025 and 2024, respectively, for sales to the 2025 Partnership.
 
(2) Includes the intra-entity profit elimination of $(6,950) and $0 for the three months ended March 31, 2025 and 2024, respectively, for sales to the 2025 Partnership within the Aerospace Products segment.
 
(3) Includes gain on sale of $10,870 and $0 for the three months ended March 31, 2025 and 2024, respectively, for sales to the 2025 Partnership within the Aviation Leasing segment.

4
FTAI AVIATION LTD.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
   
(Unaudited)
        
   
March 31, 2025
    
December 31, 2024
  
Assets
            
Current Assets
            
Cash and cash equivalents
  
$
112,133
    
$
115,116
  
Accounts receivable, net (1)
    
223,504
      
150,823
  
Inventory, net
    
645,163
      
551,156
  
Assets held for sale
    
465,725
      
—
  
Other current assets (2)
    
423,336
      
408,923
  
Total current assets
    
1,869,861
      
1,226,018
  
Leasing equipment, net
    
1,989,367
      
2,373,730
  
Property, plant, and equipment, net
    
108,054
      
107,451
  
Investments
    
31,400
      
19,048
  
Intangible assets, net
    
16,036
      
42,205
  
Goodwill
    
61,070
      
61,070
  
Other non-current assets
    
192,356
      
208,430
  
Total assets
  
$
4,268,144
    
$
4,037,952
  
                 
Liabilities
                
Current Liabilities
                
Accounts payable
  
$
110,802
    
$
69,119
  
Liabilities held for sale
    
76,496
      
—
  
Accrued liabilities
    
142,098
      
96,910
  
Current maintenance deposits
    
33,748
      
62,552
  
Current security deposits
    
19,557
      
18,100
  
Other current liabilities
    
91,061
      
100,565
  
Total current liabilities
    
473,762
      
347,246
  
Long-term debt, net
    
3,642,527
      
3,440,478
  
Non-current maintenance deposits
    
25,510
      
44,179
  
Non-current security deposits
    
13,429
      
26,830
  
Other non-current liabilities
    
84,583
      
97,851
  
Total liabilities
  
$
4,239,811
    
$
3,956,584
  
                 
Commitments and contingencies
                
                 
Equity
                
Ordinary shares ($0.01 par value per share; 2,000,000,000 shares authorized; 102,555,975 and 102,550,975 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)
  
$
1,026
    
$
1,026
  
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 6,800,000 and 11,740,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)
    
68
      
117
  
Additional paid in capital
    
(2,044
)
    
153,328
  
Retained earnings (accumulated deficit)
    
29,283
      
(73,103
)
Shareholders’ equity
    
28,333
      
81,368
  
Total liabilities and equity
  
$
4,268,144
    
$
4,037,952
  

(1) Includes accounts receivable from the 2025 Partnership of $69,140 and $0 as of March 31, 2025 and December 31, 2024, respectively.
 
(2) Includes receivables from the 2025 Partnership of $34,110 and $0 as of March 31, 2025 and December 31, 2024, respectively.

5
Key Performance Measures
 
In addition to net income (loss), the Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as a key performance measure.
 
Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income (loss) attributable to shareholders, 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.
 
The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA for the three  months ended March 31, 2025 and 2024:
 
   
Three Months Ended March 31,
    
 
(in thousands)
  
2025
    
2024
    
Change
  
Net income attributable to shareholders
  
$
89,944
    
$
31,287
    
$
58,657
  
Add: Provision for income taxes
    
22,859
      
5,572
      
17,287
  
Add: Equity-based compensation expense
    
4,889
      
510
      
4,379
  
Add: Acquisition and transaction expenses
    
7,292
      
6,179
      
1,113
  
Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations
    
6,327
      
—
      
6,327
  
Add: Changes in fair value of non-hedge derivative instruments
    
—
      
—
      
—
  
Add: Asset impairment charges
    
—
      
962
      
(962
)
Add: Incentive allocations
    
—
      
4,308
      
(4,308
)
Add: Depreciation and amortization expense (1)
    
68,387
      
59,122
      
9,265
  
Add: Interest expense and dividends on preferred shares
    
68,155
      
56,042
      
12,113
  
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
    
41
      
(548
)
    
589
  
Less: Equity in losses of unconsolidated entities (3)
    
664
      
667
      
(3
)
Less: Non-controlling share of Adjusted EBITDA
    
—
      
—
      
—
  
Adjusted EBITDA (non-GAAP)
  
$
268,558
    
$
164,101
    
$
104,457
  

(1) Includes the following items for the three months ended March 31, 2025 and 2024: (i) depreciation and amortization expense of $59,562 and $49,920, (ii) lease intangible amortization of $3,206 and $3,976 and (iii) amortization for lease incentives of $5,619 and $5,226, respectively.
 
(2) Includes the following items for the three months ended March 31, 2025 and 2024: (i) net loss of $664 and $667, (ii) depreciation and amortization expense of $158 and $119, and (iii) acquisition and transaction expenses of $547 and $0, respectively.
 
(3) Excludes the intra-entity profit elimination of $6,950 and $0 for the three months ended March 31, 2025 and 2024, respectively, for sales to the 2025 Partnership within the Aerospace Products segment.

6
In addition, the following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA for Aerospace Products for the three months ended March 31, 2025 and 2024:
 
   
Three Months Ended March 31,
    
 
(in thousands)
  
2025
    
2024
    
Change
  
Net income attributable to shareholders
  
$
106,643
    
$
66,433
    
$
40,210
  
Add: Provision for income taxes
    
19,375
      
2,539
      
16,836
  
Add: Equity-based compensation expense
    
155
      
70
      
85
  
Add: Acquisition and transaction expenses
    
1,132
      
246
      
886
  
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
    
3,584
      
933
      
2,651
  
Add: Interest expense and dividends on preferred shares
    
—
      
—
      
—
  
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
    
169
      
(465
)
    
634
  
Less: Equity in (earnings) losses of unconsolidated entities
    
(113
)
    
521
      
(634
)
Less: Non-controlling share of Adjusted EBITDA
    
—
      
—
      
—
  
Adjusted EBITDA (non-GAAP)
  
$
130,945
    
$
70,277
    
$
60,668
  

(1) Includes the following items for the three months ended March 31, 2025 and 2024: (i) net income (loss) of $113 and $(521), and (ii) depreciation and amortization expense of $56 and $56, respectively.
 

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