10-QPeriod: Q3 FY2018

FTAI Aviation Ltd. Quarterly Report for Q3 Ended Sep 30, 2018

Filed November 2, 2018For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) has transitioned from an emerging growth company status at the end of 2017, bringing with it new compliance requirements and potential impacts on its financial reporting and investor communications. Notably, the company must now comply with the independent auditor attestation for internal controls over financial reporting under Sarbanes-Oxley Act Section 404, the outcome of which could affect operations and liquidity. Furthermore, FTAI will face enhanced disclosure obligations regarding executive compensation and shareholder votes, which may affect how investors perceive the company's governance. The company also continues to address the potential for dilution to existing shareholders due to equity awards granted under its Incentive Plan, particularly to its Manager, and the issuance of new equity or debt to finance operations and acquisitions. Investors should be aware of the company's strategy of utilizing leverage for asset acquisitions, which can impact returns and available funds for distribution, and the discretionary nature of its dividend policy.

Financial Statements
Beta
Revenue$92.47M
Operating Expenses$91.69M
Interest Expense$15.14M
Net Income$4.58M
EPS (Basic)$0.05
EPS (Diluted)$0.05
Shares Outstanding (Basic)84.71M
Shares Outstanding (Diluted)84.71M

Key Highlights

  • 1FTAI is now subject to full Sarbanes-Oxley Section 404 requirements, including independent auditor attestation on internal controls, potentially increasing costs and impacting financial reporting.
  • 2The company has lost emerging growth company exemptions, leading to enhanced executive compensation disclosures and shareholder advisory votes on executive pay.
  • 3Potential for shareholder dilution exists due to equity awards to the Manager and future equity issuances under the Incentive Plan, which reserves 30 million shares.
  • 4FTAI utilizes leverage for asset acquisitions, which can impact asset returns and funds available for distribution, with strategy not limiting leverage on specific assets.
  • 5The company's dividend policy is discretionary and may change, with past net cash from operations being less than distributions; future dividends depend on various factors and subsidiary cash flow.
  • 6Anti-takeover provisions in the operating agreement and Delaware law may deter acquisition attempts, potentially affecting shareholder value if a takeover would be beneficial.
  • 7The operating agreement's exculpation and indemnification provisions for directors and officers may be less protective of shareholder interests compared to standard Delaware General Corporation Law.

Frequently Asked Questions

As FTAI is no longer an emerging growth company, it must comply with full Sarbanes-Oxley Section 404 requirements, including an independent auditor's attestation on internal controls over financial reporting. Additionally, it faces enhanced disclosure obligations regarding executive compensation and will be subject to advisory votes on executive pay, which may increase compliance costs and alter investor perception.

Future issuances of common shares or other equity-related securities, whether for financing operations, acquisitions, or as part of equity awards to the Manager under the Incentive Plan, can lead to dilution of existing shareholders' ownership percentage. This dilution, or even the perception of it, could also negatively impact the market price of FTAI's common shares.

FTAI utilizes leverage to finance many of its asset acquisitions. While the Manager targets reasonable leverage, there is no strict limit per asset, which could affect returns and available funds for distribution. The company currently intends to pay quarterly dividends, but this policy is discretionary and can change based on various factors, including liquidity and operating results. Notably, net cash from operations has historically been less than distributions paid.

Yes, FTAI's operating agreement contains anti-takeover provisions, such as a staggered board and limitations on shareholder meetings, which, along with certain Delaware laws, could delay or prevent a change in control. While designed to protect the company, these provisions might discourage takeover attempts that some shareholders could find beneficial.