Delaware
|
001-37386
|
32-0434238
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
☐
|
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. ☒
|
Exhibit
Number
|
|
Description
|
99.1
|
|
Press release, dated May 4, 2017, issued by Fortress Transportation and Infrastructure Investors LLC
|
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
|
||
By:
|
/s/ Scott Christopher
|
|
Name:
|
Scott Christopher
|
|
Title:
|
Chief Financial Officer and Chief Accounting Officer
|
|
Date: May 5, 2017
|
Exhibit
Number
|
|
Description
|
99.1
|
|
Press release, dated May 4, 2017, issued by Fortress Transportation and Infrastructure Investors LLC
|
(in thousands, except per share data)
|
||||
Selected Financial Results
|
Q1’17
|
|||
Net Cash Provided by Operating Activities
|
$
|
17,680
|
||
Net Loss Attributable to Shareholders
|
$
|
(4,414
|
)
|
|
Basic and Diluted Loss per Share
|
$
|
(0.06
|
)
|
|
Funds Available for Distribution (“FAD”)(1)
|
$
|
21,748
|
||
Adjusted Net Loss(1)
|
$
|
(249
|
)
|
|
Adjusted Net Income (Loss) per Share(1)
|
$
|
—
|
||
Adjusted EBITDA(1)
|
$
|
22,137
|
(1)
|
This is a Non-GAAP measure. For definitions and reconciliations of Non-GAAP measures, please refer to the exhibit to this press release.
|
Distribution Components
|
||||
U.S. Long Term Capital Gain(1)
|
$
|
—
|
||
Non-U.S. Long Term Capital Gain
|
$
|
—
|
||
U.S. Portfolio Interest Income (2)
|
$
|
0.0930
|
||
U.S. Dividend Income (3)
|
$
|
—
|
||
Income Not from U.S. Sources(4) / Return of Capital
|
$
|
0.2370
|
||
Distribution Per Share
|
$
|
0.3300
|
1) | U.S. Long Term Capital Gain realized on the sale of a United States Real Property Holding Corporation. As a result, the gain from the sale will be treated as income that is effectively connected with a U.S. trade or business. |
2) | 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. |
3) | This income is subject to withholding under §1441 of the Code. |
4) | This income is not subject to withholding under §1441 or §1446 of the Code. |
Three Months Ended March 31,
|
||||||||
(Dollar amounts in thousands, except share and per share data)
|
2017
|
2016
|
||||||
Revenues
|
||||||||
Equipment leasing revenues
|
$
|
31,388
|
$
|
19,575
|
||||
Infrastructure revenues
|
13,285
|
11,878
|
||||||
Total revenues
|
44,673
|
31,453
|
||||||
Expenses
|
||||||||
Operating expenses
|
21,013
|
14,358
|
||||||
General and administrative
|
3,835
|
2,588
|
||||||
Acquisition and transaction expenses
|
1,452
|
1,059
|
||||||
Management fees and incentive allocation to affiliate
|
3,893
|
4,348
|
||||||
Depreciation and amortization
|
17,377
|
13,217
|
||||||
Interest expense
|
4,694
|
5,303
|
||||||
Total expenses
|
52,264
|
40,873
|
||||||
Other (expense) income
|
||||||||
Equity in (losses) earnings of unconsolidated entities
|
(1,266
|
)
|
85
|
|||||
Gain on sale of equipment and finance leases, net
|
2,018
|
1,722
|
||||||
Loss on extinguishment of debt
|
(2,456
|
)
|
(1,579
|
)
|
||||
Interest income
|
283
|
9
|
||||||
Other income
|
12
|
40
|
||||||
Total other (expense) income
|
(1,409
|
)
|
277
|
|||||
Loss before income taxes
|
(9,000
|
)
|
(9,143
|
)
|
||||
Provision for (benefit from) income taxes
|
212
|
(66
|
)
|
|||||
Net loss
|
(9,212
|
)
|
(9,077
|
)
|
||||
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
|
(4,798
|
)
|
(3,295
|
)
|
||||
Net loss attributable to shareholders
|
$
|
(4,414
|
)
|
$
|
(5,782
|
)
|
||
Basic and Diluted Loss per Share:
|
$
|
(0.06
|
)
|
$
|
(0.08
|
)
|
||
Basic
|
75,762,283
|
75,727,369
|
||||||
Diluted
|
75,762,283
|
75,727,369
|
(Dollar amounts in thousands, except share and per share data)
|
(Unaudited)
March 31,
2017
|
December 31,
2016
|
||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
221,222
|
$
|
68,055
|
||||
Restricted cash
|
56,032
|
65,441
|
||||||
Accounts receivable, net
|
22,616
|
21,358
|
||||||
Leasing equipment, net
|
829,275
|
765,455
|
||||||
Finance leases, net
|
9,607
|
9,717
|
||||||
Property, plant, and equipment, net
|
363,775
|
352,181
|
||||||
Investments (includes $30,821 and $17,630 available-for-sale securities at fair value as of March 31, 2017 and December 31, 2016, respectively)
|
58,181
|
39,978
|
||||||
Intangible assets, net
|
36,638
|
38,954
|
||||||
Goodwill
|
116,584
|
116,584
|
||||||
Other assets
|
45,168
|
69,589
|
||||||
Total assets
|
$
|
1,759,098
|
$
|
1,547,312
|
||||
Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
33,362
|
$
|
38,239
|
||||
Debt, net
|
495,482
|
259,512
|
||||||
Maintenance deposits
|
52,216
|
45,394
|
||||||
Security deposits
|
21,636
|
19,947
|
||||||
Other liabilities
|
19,841
|
18,540
|
||||||
Total liabilities
|
622,537
|
381,632
|
||||||
Equity
|
||||||||
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 75,762,674 and 75,750,943 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively)
|
758
|
758
|
||||||
Additional paid in capital
|
1,059,904
|
1,084,757
|
||||||
Accumulated deficit
|
(43,247
|
)
|
(38,833
|
)
|
||||
Accumulated other comprehensive income
|
11,989
|
7,130
|
||||||
Shareholders’ equity
|
1,029,404
|
1,053,812
|
||||||
Non-controlling interest in equity of consolidated subsidiaries
|
107,157
|
111,868
|
||||||
Total equity
|
1,136,561
|
1,165,680
|
||||||
Total liabilities and equity
|
$
|
1,759,098
|
$
|
1,547,312
|
Three Months Ended March 31,
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(9,212
|
)
|
$
|
(9,077
|
)
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Equity in losses of unconsolidated entities
|
1,266
|
(85
|
)
|
|||||
Gain on sale of equipment and finance leases, net
|
(2,018
|
)
|
(1,722
|
)
|
||||
Loss on extinguishment of debt
|
2,456
|
1,579
|
||||||
Equity-based compensation
|
87
|
(3,963
|
)
|
|||||
Depreciation and amortization
|
17,377
|
13,217
|
||||||
Change in current and deferred income taxes
|
209
|
(389
|
)
|
|||||
Change in fair value of non-hedge derivative
|
—
|
3
|
||||||
Amortization of lease intangibles and incentives
|
1,949
|
1,637
|
||||||
Amortization of deferred financing costs
|
1,133
|
585
|
||||||
Operating distributions from unconsolidated entities
|
—
|
30
|
||||||
Bad debt expense
|
31
|
32
|
||||||
Other
|
37
|
138
|
||||||
Change in:
|
||||||||
Accounts receivable
|
(1,626
|
)
|
(1,769
|
)
|
||||
Other assets
|
11,227
|
(2,849
|
)
|
|||||
Accounts payable and accrued liabilities
|
(4,992
|
)
|
(1,284
|
)
|
||||
Management fees payable to affiliate
|
(347
|
)
|
(81
|
)
|
||||
Other liabilities
|
103
|
199
|
||||||
Net cash provided by (used in) operating activities
|
17,680
|
(3,799
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Change in restricted cash
|
9,409
|
(2,917
|
)
|
|||||
Investment in notes receivable
|
—
|
(408
|
)
|
|||||
Investment in unconsolidated entities and available for sale securities
|
(14,654
|
)
|
—
|
|||||
Principal collections on finance leases
|
110
|
2,204
|
||||||
Acquisition of leasing equipment
|
(67,695
|
)
|
(27,317
|
)
|
||||
Acquisition of property plant and equipment
|
(14,796
|
)
|
(8,622
|
)
|
||||
Purchase deposit for aircraft and aircraft engines
|
(1,120
|
)
|
(3,275
|
)
|
||||
Proceeds from sale of finance leases
|
—
|
71,000
|
||||||
Proceeds from sale of leasing equipment
|
9,834
|
4,392
|
||||||
Proceeds from sale of property, plant and equipment
|
52
|
36
|
||||||
Proceeds from deposit on sale of leasing equipment
|
60
|
—
|
||||||
Return of capital distributions from unconsolidated entities
|
—
|
401
|
||||||
Net cash (used in) provided by investing activities
|
$
|
(78,800
|
)
|
$
|
35,494
|
|||
Cash flows from financing activities:
|
||||||||
Proceeds from debt
|
235,411
|
103,158
|
||||||
Repayment of debt
|
(1,562
|
)
|
(146,410
|
)
|
||||
Payment of deferred financing costs
|
(366
|
)
|
(2,494
|
)
|
||||
Receipt of security deposits
|
1,425
|
455
|
||||||
Return of security deposits
|
(32
|
)
|
(124
|
)
|
||||
Receipt of maintenance deposits
|
4,424
|
3,071
|
||||||
Release of maintenance deposits
|
—
|
(5,385
|
)
|
|||||
Capital contributions from non-controlling interests
|
—
|
6,420
|
||||||
Cash dividends
|
(25,013
|
)
|
(24,177
|
)
|
||||
Net cash provided by (used in) financing activities
|
$
|
214,287
|
$
|
(65,486
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
153,167
|
$
|
(33,791
|
)
|
|||
Cash and cash equivalents, beginning of period
|
68,055
|
381,703
|
||||||
Cash and cash equivalents, end of period
|
$
|
221,222
|
$
|
347,912
|
Three Months Ended
March 31, |
||||||||
(in thousands)
|
2017
|
2016
|
||||||
Net loss attributable to shareholders
|
$
|
(4,414
|
)
|
$
|
(5,782
|
)
|
||
Add: Provision for (benefit from) income taxes
|
212
|
(66
|
)
|
|||||
Add: Equity-based compensation expense (income)
|
87
|
(3,963
|
)
|
|||||
Add: Acquisition and transaction expenses
|
1,452
|
1,059
|
||||||
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
2,456
|
1,579
|
||||||
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
3
|
||||||
Add: Asset impairment charges
|
—
|
—
|
||||||
Add: Pro-rata share of Adjusted Net (Loss) Income from unconsolidated entities (1)
|
(1,266
|
)
|
85
|
|||||
Add: Incentive allocations
|
—
|
—
|
||||||
Less: Cash payments for income taxes
|
(3
|
)
|
(351
|
)
|
||||
Less: Equity in losses (earnings) of unconsolidated entities
|
1,266
|
(85
|
)
|
|||||
Less: Non-controlling share of Adjusted Net (Income) Loss (2)
|
(39
|
)
|
989
|
|||||
Adjusted Net Loss
|
$
|
(249
|
)
|
$
|
(6,532
|
)
|
(1)
|
Pro-rata share of Adjusted Net (Loss) Income from unconsolidated entities includes the Company’s proportionate share of the unconsolidated entities’ net income adjusted for the excluded and included items detailed in the table above, for which there were no adjustments.
|
(2)
|
Non-controlling share of Adjusted Net (Loss) Income is comprised of the following for the three months ended March 31, 2017 and 2016: (i) equity-based compensation of $25 and $(1,619), (ii) provision for income tax of $15 and $14, and (iii) loss on extinguishment of debt of $0 and $616, less (iv) cash tax payments of $1 and $0, respectively.
|
Three Months Ended March 31,
|
||||||||
(in thousands)
|
2017
|
2016
|
||||||
Net loss attributable to shareholders
|
$
|
(4,414
|
)
|
$
|
(5,782
|
)
|
||
Add: Provision for (benefit from) income taxes
|
212
|
(66
|
)
|
|||||
Add: Equity-based compensation expense (income)
|
87
|
(3,963
|
)
|
|||||
Add: Acquisition and transaction expenses
|
1,452
|
1,059
|
||||||
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
2,456
|
1,579
|
||||||
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
3
|
||||||
Add: Asset impairment charges
|
—
|
—
|
||||||
Add: Incentive allocations
|
—
|
—
|
||||||
Add: Depreciation and amortization expense (3)
|
19,306
|
14,854
|
||||||
Add: Interest expense
|
4,694
|
5,303
|
||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (4)
|
(680
|
)
|
1,372
|
|||||
Less: Equity in losses (earnings) of unconsolidated entities
|
1,266
|
(85
|
)
|
|||||
Less: Non-controlling share of Adjusted EBITDA (5)
|
(2,242
|
)
|
(2,033
|
)
|
||||
Adjusted EBITDA (non-GAAP)
|
$
|
22,137
|
$
|
12,241
|
(3) | Depreciation and amortization expense includes $17,377 and $13,217 of depreciation and amortization expense, $1,283 and $1,578 of lease intangible amortization, and $646 and $59 of amortization for lease incentives in the three months ended March 31, 2017 and 2016, respectively. |
(4) | Pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the three months ended March 31, 2017 and 2016: (i) net (loss) income of $(1,309) and $53, (ii) interest expense of $251 and $404, and (iii) depreciation and amortization expense of $378 and $915, respectively. |
(5) | Non-controlling share of Adjusted EBITDA is comprised of the following items for the three months ended March 31, 2017 and 2016: (i) equity based compensation of $24 and $(1,619), (ii) provision for income taxes of $15 and $14, (iii) interest expense of $529 and $1,466, (iv) depreciation and amortization expense of $1,674 and $1,556, and (v) loss on extinguishment of debt of $0 and $616, respectively. |
Three Months Ended March 31,
|
||||||||
(in thousands)
|
2017
|
2016
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
17,680
|
$
|
(3,799
|
)
|
|||
Add: Principal Collections on Finance Leases
|
110
|
2,204
|
||||||
Add: Proceeds from sale of assets (1)
|
9,885
|
75,928
|
||||||
Add: Return of Capital Distributions from Unconsolidated Entities
|
—
|
401
|
||||||
Less: Required Payments on Debt Obligations (2)
|
(1,562
|
)
|
(47,660
|
)
|
||||
Less: Capital Distributions to Non-Controlling Interest
|
—
|
—
|
||||||
Exclude: Changes in Working Capital
|
(4,365
|
)
|
5,784
|
|||||
Funds Available for Distribution (FAD)
|
$
|
21,748
|
$
|
32,858
|
(1) | Proceeds from sale of assets for the three months ended March 31, 2016 includes $500 received in December 2015 for a deposit on the sale of a commercial jet engine, which was completed in the three months ended March 31, 2016. |
(2) | Required payments on debt obligations for the three months ended March 31, 2017 excludes $100,000 repayment of the Term Loan, and for the three months ended March 31, 2016 excludes $98,750 repayment upon the termination of the Jefferson Terminal Credit Agreement, which were voluntary refinancings as repayment of these amounts were not required at such time. |
Three Months Ended March 31, 2017
|
||||||||||||||||
(in thousands)
|
Equipment Leasing
|
Infrastructure
|
Corporate
|
Total
|
||||||||||||
Funds Available for Distribution (FAD)
|
$
|
35,759
|
$
|
(3,688
|
)
|
$
|
(10,323
|
)
|
$
|
21,748
|
||||||
Less: Principal Collections on Finance Leases
|
(110
|
)
|
||||||||||||||
Less: Proceeds from sale of assets
|
(9,885
|
)
|
||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities
|
—
|
|||||||||||||||
Add: Required Payments on Debt Obligations
|
1,562
|
|||||||||||||||
Add: Capital Distributions to Non-Controlling Interest
|
—
|
|||||||||||||||
Include: Changes in Working Capital
|
4,365
|
|||||||||||||||
Cash from Operating Activities
|
$
|
17,680
|
Three Months Ended March 31, 2016
|
||||||||||||||||
(in thousands)
|
Equipment Leasing
|
Infrastructure
|
Corporate
|
Total
|
||||||||||||
Funds Available for Distribution (FAD)
|
$
|
46,057
|
$
|
(5,201
|
)
|
$
|
(7,998
|
)
|
$
|
32,858
|
||||||
Less: Principal Collections on Finance Leases
|
(2,204
|
)
|
||||||||||||||
Less: Proceeds from sale of assets
|
(75,928
|
)
|
||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities
|
(401
|
)
|
||||||||||||||
Add: Required Payments on Debt Obligations
|
47,660
|
|||||||||||||||
Add: Capital Distributions to Non-Controlling Interest
|
—
|
|||||||||||||||
Include: Changes in Working Capital
|
(5,784
|
)
|
||||||||||||||
Cash used in Operating Activities
|
$
|
(3,799
|
)
|
•
|
FAD does not include equity capital called from the Company’s existing limited partners, proceeds from any debt issuance or future equity offering, historical cash and cash equivalents and expected investments in the Company’s operations.
|
•
|
FAD does not give pro forma effect to prior acquisitions, certain of which cannot be quantified.
|
•
|
While FAD reflects the cash inflows from sale of certain assets, FAD does not reflect the cash outflows to acquire assets as the Company relies on alternative sources of liquidity to fund such purchases.
|
•
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FAD does not reflect expenditures related to capital expenditures, acquisitions and other investments as the Company has multiple sources of liquidity and intends to fund these expenditures with future incurrences of indebtedness, additional capital contributions and/or future issuances of equity.
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FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.
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FAD does not reflect changes in working capital balances as management believes that changes in working capital are primarily driven by short term timing differences, which are not meaningful to the Company’s distribution decisions.
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Management has significant discretion to make distributions, and the Company is not bound by any contractual provision that requires it to use cash for distributions.
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