SEC Comment Letter for FTAI Aviation Ltd. (FTAI, FTAIM, FTAIN, FTAIO) (CIK 0001590364) (FTAI) — May 11, 2015
FTAI Aviation Ltd. (FTAI, FTAIM, FTAIN, FTAIO) (CIK 0001590364)
Date: May 11, 2015 · CIK: 0001590364 · Accession: 0000000000-15-025605
AI Filing Summary & Sentiment
File numbers found in text: 333-193182
Referenced dates: May 1, 2015
Letter
May 1 1, 2015 Via e -mail Cameron D. MacDougal l Vice President Fortress Transportation and Infrastructure Investors LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105
Re: Fortress Transportation and Infrastructure Investors LLC Amendment No. 5 to Registration Statement on Form S -1 Filed May 4 , 2015 File No. 333-193182
Dear Mr. MacDouga ll:
We have reviewed the above -captioned filing and have the following comment s.
Cash Available for Distribution, page 11
1. Your response to comment 1 in our letter dated May 1, 2015 indicates that this measure is intended to be used in evaluating your ability to make distributions and to make capital expenditures and acquisitions. Consequently, the title you selected for this measure is confusing because it fails to refe rence the other, more material liquidity requirements that it is intended to assess. Further, it fails to measure your actual ability to “generate sufficient cash” for distributions since it excludes the substantial working capital cash requirements that h ave materially impacted the actual residual cash flow available for your stated discretionary expenditures. Please clarify the title, and delete the word “cash” from the title so it will not be confused with the term as defined by GAAP. See Item 10(e)(1)(ii)(E) of Regulation S -K.
2. We now understand that your non -GAAP liquidity measure is intended to inform investors about your ability to make distributions, capital expenditures and acquisitions. In order for investors to fully assess your stated a bility, please expand your disclosure wherever the measure is presented to quantify the actual amounts paid in 2014 for these distributions, capital expenditures, and acquisitions. For example, the Statements of Cash Flows on pages F -8 and F -9 show these p ayments to be $76 million, $49.4 million, and $156.7 million. Further, since your measure incorporates proceeds from finance lease collections, it would appear necessary to similarly address the $387.1 million paid to acquire the assets underlying such lea ses. The $20.4 million paid to acquire lease intangibles would be similarly relevant. Given your expansion strategy disclosed on page 2, and your $1.5 billion “acquisition pipeline” highlighted on page 12, this revision is needed in order to correlate your liquidity measure with its stated purpose. The fact that
Cameron MacDougal l Fortress Transportation and Infrastructure Investors Ltd. May 1 1, 2015 Page 2
your corresponding historical liquidity requirements substantially exceeded your non - GAAP liquidity measure should be prominently disclosed.
3. The disclosure on page 58 implies that $49.5 million is, or will be, “invested in the business” in 2015. Please disclose on page 11 whether your projected $14.4 million March 31, 2015 liquidity measure was less than the actual cash required to pay distributions, capital expenditures, and acquisitions during the period.
4. Wherever you disclose this non -GAAP liquidity measure, please also present the corresponding GAAP operating, investing and financing cash flow measures. See Question 102.06 of the Non -GAAP Financial Measures C&DI.
Acquisition Pipeline, page 12
5. You disclose $1.5 billion of potential acquisitions, some of which have progressed to “a letter of intent and negotiation of key terms.” Please give us the significance tests for any probable acquisitions. See Article 3 -05 of Regulation S -X.
6. Please discl ose in your MD&A liquidity section the amount of your planned capital expenditures, business and asset acquisitions for the next 12 months. See Section 501.02 of the Financial Reporting Codification.
Summary Historical Consolidated Financial Data , pages 2 2
7. On a pro forma basis, your 2014 net loss is $51.6 million whereas your 2014 historical net income is $2.9 million. Similarly, your pro forma revenue significantly differs from the historical amount. Please present corresponding measures from your pro fo rma financial statements so readers can understand the impact of your business combinations on the comparability of the data presented. See the analogous guidance in Instruction 2 to Item 301 of Regulation S -K.
Financial Statements, page F -1
8. Note the upd ating requirements in Article 3 -12 of Regulation S -X.
Cameron MacDougal l Fortress Transportation and Infrastructure Investors Ltd. May 1 1, 2015 Page 3
You may c ontact Tracie Mariner at (202) 551 -3744 or Alfred Pavot at (202) 551 -3738 if you have questions regarding comments on the financial statements and re lated matters. Please contact Leland Benton at (202) 551 -3791 or me at (202) 551 -3397 with any other questions.
Sincerely,
/s/ Jay Ingram
Show Raw Text
May 1 1, 2015 Via e -mail Cameron D. MacDougal l Vice President Fortress Transportation and Infrastructure Investors LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105 Re: Fortress Transportation and Infrastructure Investors LLC Amendment No. 5 to Registration Statement on Form S -1 Filed May 4 , 2015 File No. 333-193182 Dear Mr. MacDouga ll: We have reviewed the above -captioned filing and have the following comment s. Cash Available for Distribution, page 11 1. Your response to comment 1 in our letter dated May 1, 2015 indicates that this measure is intended to be used in evaluating your ability to make distributions and to make capital expenditures and acquisitions. Consequently, the title you selected for this measure is confusing because it fails to refe rence the other, more material liquidity requirements that it is intended to assess. Further, it fails to measure your actual ability to “generate sufficient cash” for distributions since it excludes the substantial working capital cash requirements that h ave materially impacted the actual residual cash flow available for your stated discretionary expenditures. Please clarify the title, and delete the word “cash” from the title so it will not be confused with the term as defined by GAAP. See Item 10(e)(1)(ii)(E) of Regulation S -K. 2. We now understand that your non -GAAP liquidity measure is intended to inform investors about your ability to make distributions, capital expenditures and acquisitions. In order for investors to fully assess your stated a bility, please expand your disclosure wherever the measure is presented to quantify the actual amounts paid in 2014 for these distributions, capital expenditures, and acquisitions. For example, the Statements of Cash Flows on pages F -8 and F -9 show these p ayments to be $76 million, $49.4 million, and $156.7 million. Further, since your measure incorporates proceeds from finance lease collections, it would appear necessary to similarly address the $387.1 million paid to acquire the assets underlying such lea ses. The $20.4 million paid to acquire lease intangibles would be similarly relevant. Given your expansion strategy disclosed on page 2, and your $1.5 billion “acquisition pipeline” highlighted on page 12, this revision is needed in order to correlate your liquidity measure with its stated purpose. The fact that Cameron MacDougal l Fortress Transportation and Infrastructure Investors Ltd. May 1 1, 2015 Page 2 your corresponding historical liquidity requirements substantially exceeded your non - GAAP liquidity measure should be prominently disclosed. 3. The disclosure on page 58 implies that $49.5 million is, or will be, “invested in the business” in 2015. Please disclose on page 11 whether your projected $14.4 million March 31, 2015 liquidity measure was less than the actual cash required to pay distributions, capital expenditures, and acquisitions during the period. 4. Wherever you disclose this non -GAAP liquidity measure, please also present the corresponding GAAP operating, investing and financing cash flow measures. See Question 102.06 of the Non -GAAP Financial Measures C&DI. Acquisition Pipeline, page 12 5. You disclose $1.5 billion of potential acquisitions, some of which have progressed to “a letter of intent and negotiation of key terms.” Please give us the significance tests for any probable acquisitions. See Article 3 -05 of Regulation S -X. 6. Please discl ose in your MD&A liquidity section the amount of your planned capital expenditures, business and asset acquisitions for the next 12 months. See Section 501.02 of the Financial Reporting Codification. Summary Historical Consolidated Financial Data , pages 2 2 7. On a pro forma basis, your 2014 net loss is $51.6 million whereas your 2014 historical net income is $2.9 million. Similarly, your pro forma revenue significantly differs from the historical amount. Please present corresponding measures from your pro fo rma financial statements so readers can understand the impact of your business combinations on the comparability of the data presented. See the analogous guidance in Instruction 2 to Item 301 of Regulation S -K. Financial Statements, page F -1 8. Note the upd ating requirements in Article 3 -12 of Regulation S -X. Cameron MacDougal l Fortress Transportation and Infrastructure Investors Ltd. May 1 1, 2015 Page 3 You may c ontact Tracie Mariner at (202) 551 -3744 or Alfred Pavot at (202) 551 -3738 if you have questions regarding comments on the financial statements and re lated matters. Please contact Leland Benton at (202) 551 -3791 or me at (202) 551 -3397 with any other questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief