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): June 3, 2015

 

 

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, 46th 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))

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

On June 3, 2015, Fortress Transportation and Infrastructure Investors LLC (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended March 31, 2015. 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
99.1		Press release, dated June 3, 2015, issued by Fortress Transportation and Infrastructure Investors LLC

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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.

 

Date: June 3, 2015

Exhibit 99.1

 

PRESS RELEASE

Fortress Transportation and Infrastructure Investors LLC Announces First Quarter 2015 Results

NEW YORK, June 3, 2015 — Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company”) today reported financial results as of and for the first quarter ended March 31, 2015. The Company’s financial statements are attached as an exhibit to this press release.

Initial Public Offering

On May 20, 2015, FTAI closed its initial public offering of 20,000,000 common shares. The total gross proceeds of the offering were approximately $340 million. Of the proceeds, approximately $21.25 million was used to pay underwriting discounts and commissions. The Company intends to use the net proceeds from the offering, together with other sources of capital and liquidity, for the acquisition of infrastructure and equipment assets in its target sectors—aviation, energy, intermodal transport and rail—as well as to opportunistically acquire assets across the transportation and transportation-related infrastructure markets. In addition, the Company intends to use the net proceeds for follow-on investments in existing assets, working capital and other general corporate purposes.

About Fortress Transportation and Infrastructure Investors LLC

Fortress Transportation and Infrastructure Investors LLC owns and acquires high quality infrastructure and equipment that is essential for the transportation of goods and people globally. FTAI targets 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 FIG LLC, an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Note Regarding Forward-Looking Statements

The foregoing information contains certain forward-looking statements that reflect the Company’s current views with respect to how the Company intends to use the net proceeds from its initial public offering. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the Company’s actual results to be materially different from any future results, expressed or implied, in these forward-looking statements. Any forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk factors that could potentially affect the Company’s financial results may be found in the Company’s filings with the Securities and Exchange Commission.

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For further information, please contact:

Alan Andreini

Investor Relations

Fortress Transportation and Infrastructure Investors LLC

(212) 798-6128

aandreini@fortress.com

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Exhibit – Financial Statements

Fortress Transportation and Infrastructure Investors LLC

Consolidated Statements of Income (Unaudited)

(Dollar amounts in thousands, except share and per share data)

 

		Three Months Ended March 31,
		2015				2014
Revenues
Equipment leasing revenues		$	23,038			$	7,696
Infrastructure revenues			10,935				—
Total revenues			33,973				7,696
Expenses
Operating expenses			14,719				537
General and administrative			348				227
Acquisition and transaction expenses			368				3,333
Management fees to affiliate			2,414				751
Depreciation and amortization			10,562				1,831
Interest expense			4,815				817
Total expenses			33,226				7,496
Other income
Equity in earnings of unconsolidated entities			1,241				1,604
Gain (loss) on sale of equipment, net			3				(40	)
Interest income			187				6
Other income (expense)			(6	)			(9	)
Total other income			1,425				1,561
Income before income taxes			2,172				1,761
Provision for income taxes			230				159
Net income			1,942				1,602
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries			(3,506	)			176
Net income attributable to members		$	5,448			$	1,426
Basic and Diluted Earnings Per Share		$	0.10			$	0.03
Weighted Average Shares Outstanding			53,502,873				53,502,873

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Fortress Transportation and Infrastructure Investors LLC

Consolidated Balance Sheets (Unaudited)

(Dollar amounts in thousands, except share and per share amounts)

 

		March 31, 2015				December 31, 2014
Assets
Cash and cash equivalents		$	37,292			$	22,125
Restricted cash			16,431				21,084
Accounts receivable, net			10,123				9,588
Leasing equipment, net			502,945				509,379
Finance leases, net			99,872				102,813
Property, plant, and equipment, net			264,421				228,328
Investments in and advances to unconsolidated entities			21,823				21,569
Tendered bonds			298,000				298,000
Intangible assets, net			49,025				52,041
Goodwill			115,226				115,226
Other assets			23,461				24,048
Total assets		$	1,438,619			$	1,404,201
Liabilities
Accounts payable and accrued liabilities		$	28,744			$	42,784
Debt			588,603				592,867
Maintenance deposits			35,265				35,575
Security deposits			12,790				13,622
Other liabilities			6,413				5,856
Total liabilities			671,815				690,704
Commitments and Contingencies
Members’ Equity
Common Shares ($.01 par value per share; 2,000,000,000 shares authorized; 53,502,873 shares issued and outstanding			535				535
Additional Paid In Capital			657,404				613,683
Accumulated other comprehensive income			75				214
Members’ equity			658,014				614,432
Non-controlling interest in equity of consolidated subsidiaries			108,790				99,065
Total members’ equity			766,804				713,497
Total liabilities and members’ equity		$	1,438,619			$	1,404,201