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): October 27, 2022
 
Fortress Transportation and Infrastructure Investors LLC
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-37386
32-0434238
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1345 Avenue of the Americas, 45th Floor, New York, New York 10105
(Address of Principal Executive Offices) (Zip Code)
 
(212) 798-6100
(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:
Class A Common shares, $0.01 par value per share
FTAI
The Nasdaq Global Select Market
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
FTAIP
The Nasdaq Global Select Market
8.00% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
FTAIO
The Nasdaq Global Select Market
8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
FTAIN
The Nasdaq Global Select Market



Item 2.02.
Results of Operations and Financial Condition.
 
On October 27, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended September 30, 2022. 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 October 27, 2022, issued by Fortress Transportation and Infrastructure Investors LLC
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.
 
 
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
     
 
By:
/s/ Eun (Angela) Nam
 
Name:
Eun (Angela) Nam
 
Title:
Chief Financial Officer and Chief Accounting Officer
     
Date: October 27, 2022
   
 



Exhibit 99.1
 
 
PRESS RELEASE
 
Fortress Transportation and Infrastructure Investors LLC Reports Third Quarter 2022 Results, Declares Dividend of $0.30 per Common Share
 
NEW YORK, October 27, 2022 (GLOBE NEWSWIRE) -- Fortress Transportation and Infrastructure Investors LLC (NASDAQ:FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2022. 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
   
Q3’22
 
Net Loss Attributable to Shareholders
 
$
22,849
 
Basic Loss per Common Share
 
$
0.23
 
Diluted Loss per Common Share
 
$
0.23
 
Adjusted EBITDA(1)
 
$
108,863
 



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

Third Quarter 2022 Dividends
 
On October 27, 2022, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common shares of $0.30 per share for the quarter ended September 30, 2022, payable on November 28, 2022 to the holders of record on November 14, 2022.
 
Additionally, on October 27, 2022, the Board declared cash dividends on its Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (“Series A Preferred Shares”), Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (“Series B Preferred Shares”) and Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”) of $0.51563, $0.50000 and $0.51563 per share, respectively, for the quarter ended September 30, 2022, payable on December 15, 2022 to the holders of record on December 1, 2022.
 
1

Business Highlights
 

Delays in new aircraft deliveries are creating scarcity of 737 NGs and A320ceos which are expected to drive strong long-term demand for 737 NGs, A320ceos and CFM56 engines.

We have begun closing the sale of $200mm in assets in Q4 and have signed LOIs to purchase $300mm in new assets also in Q4.

Gains from asset sales were $21mm within our quarterly range target range of $20-30mm.

Aerospace products had another solid quarter with $19mm in EBITDA up from $17.0 million in Q2.

Industry demand has returned to almost pre-Covid level.
 
Additional Information
 
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company’s website, www.ftandi.com, and the Company’s 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
 
The Company will host a conference call on Friday, October 28, 2022 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register.vevent.com/register/BI88dfc2c47565449f93a5cfe98d8b94f7. Once registered, participants will receive a dial-in and unique pin to access the call.
 
A replay of the conference call will be available after 11:30 A.M. on Friday, October 28, 2022 through 11:30 A.M. on Friday, November 4, 2022 on https://ir.ftandi.com/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 Fortress Transportation and Infrastructure Investors LLC
 
FTAI primarily invests across the aviation sector and targets high quality aviation equipment and assets that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.
 
2

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.  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.ftandi.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.
 
For further information, please contact:
 
Alan Andreini
Investor Relations
Fortress Transportation and Infrastructure Investors LLC
(646) 734-9414
aandreini@fortress.com

3

 
Withholding Information for Withholding Agents
 
This announcement is intended to be a qualified notice as provided in the Internal Revenue Code (the “Code”) and the Regulations thereunder. For U.S. federal income tax purposes, the common dividend and the Series A Preferred, Series B Preferred and Series C Preferred dividends declared in October 2022 will be treated as a partnership distribution and guaranteed payments, respectively.  For U.S. tax withholding purposes, the per share distribution components are as follows:
 
Common Distribution Components
     
Non-U.S. Long Term Capital Gain
 
$
 
U.S. Portfolio Interest Income(1)
 
$
0.00964
 
U.S. Dividend Income(2)
 
$
 
Income Not from U.S. Sources(3)
 
$
0.29036
 
U.S. Long Term Capital Gain (4)
 
$
 
Distribution Per Share
 
$
0.30000
 

Series A Preferred Distribution Components
     
Guaranteed Payments(5)
 
$
0.51563
 
Distribution Per Share
 
$
0.51563
 

Series B Preferred Distribution Components
     
Guaranteed Payments(5)
 
$
0.50000
 
Distribution Per Share
 
$
0.50000
 

Series C Preferred Distribution Components
     
Guaranteed Payments(5)
 
$
0.51563
 
Distribution Per Share
 
$
0.51563
 
 

(1)
Eligible for the U.S. portfolio interest exemption for any holder not considered a 10-percent shareholder under §871(h)(3)(B) of the Code.
 

(2)
This income is subject to withholding under §1441 or §1442 of the Code.
 

(3)
This income is not subject to withholding under §1441, §1442 or §1446 of the Code.
 

(4)
U.S. Long Term Capital Gain attributable to the sale of a U.S. Real Property Holding Corporation. As a result, the gain will be treated as income that is effectively connected with a U.S. trade or business and be subject to withholding.
 

(5)
Brokers and nominees should treat this income as subject to withholding under §1441 or §1442 of the Code.
 
For U.S. shareholders: In computing your U.S. federal taxable income, you should not rely on this qualified notice, but should generally take into account your allocable share of the Company’s taxable income as reported to you on your Schedule K-1.
 
4

Exhibit - Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2022
   
2021
   
2022
   
2021
 
                         
Revenues
 
$
230,365
   
$
99,174
   
$
434,120
   
$
237,352
 
                                 
Expenses
                               
Operating expenses
   
27,393
     
15,339
     
108,197
     
34,191
 
Cost of sales
   
95,948
     
5,367
     
120,139
     
8,577
 
General and administrative
   
3,354
     
3,679
     
11,821
     
9,618
 
Acquisition and transaction expenses
   
2,848
     
6,583
     
8,340
     
12,626
 
Management fees and incentive allocation to affiliate
   
4
     
16
     
4
     
704
 
Depreciation and amortization
   
34,853
     
36,237
     
115,461
     
106,374
 
Asset impairment
   
4,495
     
859
     
128,171
     
3,048
 
Interest expense
   
40,171
     
50,096
     
132,197
     
115,598
 
Total expenses
   
209,066
     
118,176
     
624,330
     
290,736
 
Other (expense) income
                               
Equity in losses of unconsolidated entities
   
(358
)
   
(369
)
   
(125
)
   
(1,050
)
Gain on sale of assets, net
   
     
12,685
     
79,933
     
17,467
 
Loss on extinguishment of debt
   
(19,861
)
   
     
(19,861
)
   
(3,254
)
Other (expense) income
   
(1,038
)
   
(1,341
)
   
208
     
(717
)
Total other (expense) income
   
(21,257
)
   
10,975
     
60,155
     
12,446
 
Income (loss) from continuing operations before income taxes
   
42
     
(8,027
)
   
(130,055
)
   
(40,938
)
Provision for income taxes
   
4,189
     
485
     
7,357
     
824
 
Net loss from continuing operations
   
(4,147
)
   
(8,512
)
   
(137,412
)
   
(41,762
)
Net loss from discontinued operations, net of income taxes
   
(14,782
)
   
(30,931
)
   
(101,416
)
   
(69,165
)
Net loss
   
(18,929
)
   
(39,443
)
   
(238,828
)
   
(110,927
)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries:
                               
Continuing operations
   
     
     
     
 
Discontinued operations
   
(2,871
)
   
(7,363
)
   
(18,817
)
   
(18,949
)
Less: Dividends on preferred shares
   
6,791
     
6,791
     
20,373
     
17,967
 
Net loss attributable to shareholders
 
$
(22,849
)
 
$
(38,871
)
 
$
(240,384
)
 
$
(109,945
)
                                 
Loss per share:
                               
Basic
                               
Continuing operations
 
$
(0.11
)
 
$
(0.17
)
 
$
(1.59
)
 
$
(0.69
)
Discontinued operations
 
$
(0.12
)
 
$
(0.27
)
 
$
(0.83
)
 
$
(0.58
)
Diluted
                               
Continuing operations
 
$
(0.11
)
 
$
(0.17
)
 
$
(1.59
)
 
$
(0.69
)
Discontinued operations
 
$
(0.12
)
 
$
(0.27
)
 
$
(0.83
)
 
$
(0.58
)
Weighted average shares outstanding:
                               
Basic
   
99,378,771
     
88,277,897
     
99,372,016
     
86,787,072
 
Diluted
   
99,378,771
     
88,277,897
     
99,372,016
     
86,787,072
 

5

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except share and per share data)

   
September 30, 2022
   
December 31, 2021
 
Assets
           
Cash and cash equivalents
 
$
72,742
   
$
138,206
 
Accounts receivable, net
   
94,867
     
124,924
 
Leasing equipment, net
   
1,692,182
     
1,855,637
 
Property, plant, and equipment, net
   
47,669
     
38,263
 
Investments
   
22,280
     
22,917
 
Intangible assets, net
   
29,416
     
30,962
 
Inventory, net
   
160,019
     
100,307
 
Other assets
   
158,810
     
110,337
 
Assets of discontinued operations
   
     
2,442,301
 
Total assets
 
$
2,277,985
   
$
4,863,854
 
                 
Liabilities
               
Accounts payable and accrued liabilities
 
$
102,506
   
$
87,035
 
Debt, net
   
2,024,549
     
2,501,587
 
Maintenance deposits
   
51,430
     
106,836
 
Security deposits
   
27,409
     
40,149
 
Other liabilities
   
46,043
     
23,892
 
Liabilities of discontinued operations
   
     
980,255
 
Total liabilities
 
$
2,251,937
   
$
3,739,754
 
                 
Commitments and contingencies
               
                 
Equity
               
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,378,771 and 99,180,385 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)
 
$
992
   
$
992
 
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 13,320,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)
   
133
     
133
 
Additional paid in capital
   
376,802
     
1,411,940
 
Accumulated deficit
   
(352,403
)
   
(132,392
)
Accumulated other comprehensive loss
   
     
(156,381
)
Shareholders' equity
   
25,524
     
1,124,292
 
Non-controlling interest in equity of consolidated subsidiaries
   
524
     
(192
)
Total equity
   
26,048
     
1,124,100
 
Total liabilities and equity
 
$
2,277,985
   
$
4,863,854
 
 
6

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)

   
Nine Months Ended September 30,
 
   
2022
   
2021
 
Cash flows from operating activities:
           
Net loss
 
$
(238,828
)
 
$
(110,927
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Equity in losses of unconsolidated entities
   
46,727
     
9,860
 
Gain on sale of assets, net
   
(106,427
)
   
(17,483
)
Security deposits and maintenance claims included in earnings
   
(31,558
)
   
(30,866
)
Loss on extinguishment of debt
   
19,861
     
3,254
 
Equity-based compensation
   
2,623
     
3,281
 
Depreciation and amortization
   
155,780
     
145,274
 
Asset impairment
   
128,171
     
3,048
 
Change in deferred income taxes
   
14,923
     
(2,311
)
Change in fair value of non-hedge derivative
   
(1,567
)
   
(1,979
)
Amortization of lease intangibles and incentives
   
30,315
     
21,348
 
Amortization of deferred financing costs
   
17,142
     
18,853
 
Provision for credit losses
   
47,226
     
817
 
Other
   
(693
)
   
(240
)
Change in:
               
Accounts receivable
   
(61,892
)
   
(100,821
)
Other assets
   
(23,576
)
   
(34,499
)
Inventory
   
(13,370
)
   
 
Accounts payable and accrued liabilities
   
4,329
     
71,285
 
Management fees payable to affiliate
   
(2,530
)
   
(844
)
Other liabilities
   
(7,955
)
   
2,242
 
Net cash used in operating activities
   
(21,299
)
   
(20,708
)
                 
Cash flows from investing activities:
               
Investment in unconsolidated entities
   
(7,344
)
   
(54,499
)
Principal collections on finance leases
   
2,165
     
1,707
 
Acquisition of business, net of cash acquired
   
(3,819
)
   
(627,399
)
Acquisition of leasing equipment
   
(360,642
)
   
(299,564
)
Acquisition of property, plant and equipment
   
(138,750
)
   
(109,405
)
Acquisition of lease intangibles
   
(6,542
)
   
(7,403
)
Purchase deposits for acquisitions
   
(28,621
)
   
(13,790
)
Proceeds from sale of leasing equipment
   
262,096
     
78,463
 
Proceeds from sale of property, plant and equipment
   
5,289
     
 
Proceeds for deposit on sale of aircraft and engine
   
7,801
     
600
 
Return of purchase deposits
   
     
1,010
 
Net cash used in investing activities
 
$
(268,367
)
 
$
(1,030,280
)
                 
Cash flows from financing activities:
               
Proceeds from debt
 
$
503,980
   
$
2,553,600
 
Repayment of debt
   
(984,529
)
   
(1,452,704
)
Payment of deferred financing costs
   
(18,151
)
   
(45,123
)
Receipt of security deposits
   
2,636
     
1,390
 
Return of security deposits
   
(941
)
   
(1,034
)
Capital contributions from non-controlling interests
   
1,187
     
 
Receipt of maintenance deposits
   
37,586
     
23,075
 
Release of maintenance deposits
   
(878
)
   
(19,615
)
Proceeds from issuance of common shares, net of underwriter's discount
   
     
291,822
 
Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs
   
     
101,201
 
Dividend from spin-off of FTAI Infrastructure, net of cash transferred
   
500,562
     
 
Settlement of equity-based compensation
   
(148
)
   
(421
)
Cash dividends - common shares
   
(98,584
)
   
(85,204
)
Cash dividends - preferred shares
   
(20,373
)
   
(17,967
)
Net cash (used in) provided by financing activities
 
$
(77,653
)
 
$
1,349,020
 
                 
Net (decrease) increase in cash and cash equivalents and restricted cash
   
(367,319
)
   
298,032
 
Cash and cash equivalents and restricted cash, beginning of period
   
440,061
     
161,418
 
Cash and cash equivalents and restricted cash, end of period
 
$
72,742
   
$
459,450
 
 
7

Key Performance Measures
 
The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our 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 from continuing operations, adjusted (a) to exclude the impact of provision for 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.
 
The following table sets forth a reconciliation of net loss attributable to shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021:
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
(in thousands)
 
2022
   
2021
   
2022
   
2021
 
Net loss attributable to shareholders from continuing operations
 
$
(10,938
)
 
$
(15,303
)
 
$
(157,785
)
 
$
(59,729
)
Add: Provision for income taxes
   
4,189
     
485
     
7,357
     
824
 
Add: Equity-based compensation expense
   
     
     
     
 
Add: Acquisition and transaction expenses
   
2,848
     
6,583
     
8,340
     
12,626
 
Add: Losses on the modification or extinguishment of debt and capital lease obligations
   
19,861
     
     
19,861
     
3,254
 
Add: Changes in fair value of non-hedge derivative instruments
   
     
     
     
 
Add: Asset impairment charges
   
4,495
     
859
     
128,171
     
3,048
 
Add: Incentive allocations
   
     
     
     
 
Add: Depreciation and amortization expense (1)
   
41,329
     
42,681
     
145,754
     
127,723
 
Add: Interest expense and dividends on preferred shares
   
46,962
     
56,887
     
152,570
     
133,565
 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
   
(241
)
   
(312
)
   
165
     
(906
)
Less: Equity in losses of unconsolidated entities
   
358
     
369
     
125
     
1,050
 
Less: Non-controlling share of Adjusted EBITDA
   
     
     
     
 
Adjusted EBITDA (non-GAAP)
 
$
108,863
   
$
92,249
   
$
304,558
   
$
221,455
 
 

(1) Includes the following items for the three months ended September 30, 2022 and 2021: (i) depreciation and amortization expense of $34,853 and $36,237, (ii) lease intangible amortization of $3,291 and $1,266 and (iii) amortization for lease incentives of $3,185 and $5,178, respectively. Includes the following items for the nine months ended September 30, 2022 and 2021: (i) depreciation and amortization expense of $115,461 and $106,374, (ii) lease intangible amortization of $10,259 and $3,216 and (iii) amortization for lease incentives of $20,034 and $18,133, respectively.
 
(2) Includes the following items for the three months ended September 30, 2022 and 2021: (i) net loss of $358 and $369 and (ii) depreciation and amortization expense of $117 and $57, respectively. Includes the following items for the nine months ended September 30, 2022 and 2021:
(i) net loss of $125 and $1,050 and (ii) depreciation and amortization expense of $290 and $144, respectively.
 

8