8-KRegulation FDOther EventsExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Regulation FD Disclosure (Jan 21, 2025)

Filed January 21, 2025For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) filed an 8-K on January 21, 2025, primarily to disclose the contents of remarks to be made by its CEO at an industry event and to address a recent short-seller report. The CEO's remarks are expected to provide certain business updates and will include non-GAAP financial metrics such as EBIT, which investors should consider alongside GAAP measures. More significantly for investors, the company announced on January 18, 2025, that its Audit Committee is initiating a review in response to allegations made in a report by Muddy Waters Research. While FTAI strongly disputes these claims, the company acknowledges that this review could potentially delay the filing of its 2024 Annual Report on Form 10-K. This situation introduces uncertainty and warrants close monitoring by investors, particularly regarding the company's corporate governance and the potential impact on financial reporting timelines.

Key Highlights

  • 1FTAI Aviation's CEO to participate in an industry event and provide business updates, including non-GAAP financial metrics like EBIT.
  • 2The company's Audit Committee is commencing a review in response to allegations from a Muddy Waters Research short-seller report.
  • 3FTAI Aviation Ltd. strongly disagrees with the assertions made in the short-seller report.
  • 4The ongoing review of the short-seller report allegations may lead to a delay in filing the Company's 2024 Annual Report on Form 10-K.
  • 5The company reiterates its commitment to corporate governance, internal controls, and transparent disclosure.
  • 6Forward-looking statements in the filing cover potential impacts of strategic initiatives, cost savings, and responses to the short-seller report.
  • 7Non-GAAP metric 'EBIT' is defined as annualized Adjusted EBITDA for the nine months ended September 30, 2024, excluding depreciation and amortization.

Frequently Asked Questions

This 8-K filing serves two main purposes: to provide investors with the text of remarks to be made by FTAI Aviation's CEO at an industry event, which includes business updates and non-GAAP financial information, and to disclose that the company has launched an internal review in response to allegations made in a recent short-seller report.

FTAI Aviation Ltd. strongly disagrees with the assertions made in the Muddy Waters Research report. However, they have initiated a review process, led by their Audit Committee and involving independent advisors, to address the allegations.

Yes, the company acknowledges that the ongoing review of the short-seller report allegations may potentially delay the filing of its 2024 Annual Report on Form 10-K. Investors should be aware of this potential delay.

The remarks will include a non-GAAP metric called 'EBIT,' which is defined as annualized Adjusted EBITDA for the nine months ended September 30, 2024, excluding depreciation and amortization. The company advises investors to use this non-GAAP information in addition to, and not as an alternative to, GAAP financial measures, and notes that it may not be comparable to similar measures from other companies.