FTAI Reports Second Quarter 2021 Results, Declares Dividend of $0.33 per Common Share, Announces Closing of Transtar Acquisition, and Progression of Plan to Separate FTAI into Aerospace and Infrastructure Companies
Financial Overview
(in thousands, except per share data) | |||
Selected Financial Results | Q2’21 | ||
$ | (14,992 | ) | |
Net Loss Attributable to Shareholders | $ | (36,534 | ) |
Basic and Diluted Loss per Common Share | $ | (0.42 | ) |
Funds Available for Distribution (“FAD”) (1) | $ | 68,341 | |
Adjusted EBITDA(1) | $ | 67,954 |
_______________________________
(1) For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
For the second quarter of 2021, total FAD was
Second Quarter 2021 Dividends
On
Additionally, on
Business Highlights
Closed Transtar, LLC acquisition- Executed 10-year refined products hub deal with ExxonMobil
- Executed a 12-plane, four-year lease deal for A319’s currently on lease with a major
U.S. carrier - Launched
$425 million municipal financing at Jefferson Energy Companies - Plan to separate into Aerospace and Infrastructure companies progressing
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-K, 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
A replay of the conference call will be available after
About
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, including, but not limited to, statements regarding leases, financings and transactions which have not yet funded or closed, and any plans to potentially separate the company into aerospace and infrastructure companies. 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:
Investor Relations
(212) 798-6128
aandreini@fortress.com
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
Common Distribution Components | ||
Non- |
$ | — |
$ | 0.05374 | |
$ | — | |
Income Not from |
$ | 0.27626 |
$ | — | |
Distribution Per Share |
$ | 0.33000 |
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
(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)
(5) Brokers and nominees should treat this income as subject to withholding under §1441 or §1442 of the Code.
For
Exhibit - Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except per share data)
Three Months Ended |
Six Months Ended |
||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||
Revenues | |||||||||||||||
Equipment leasing revenues | $ | 81,571 | $ | 79,834 | $ | 138,178 | $ | 166,283 | |||||||
Infrastructure revenues | 15,344 | 14,475 | 35,886 | 40,866 | |||||||||||
Total revenues | 96,915 | 94,309 | 174,064 | 207,149 | |||||||||||
Expenses | |||||||||||||||
Operating expenses | 31,183 | 24,572 | 56,180 | 58,016 | |||||||||||
General and administrative | 3,655 | 4,388 | 7,907 | 9,051 | |||||||||||
Acquisition and transaction expenses | 4,399 | 3,661 | 6,042 | 6,855 | |||||||||||
Management fees and incentive allocation to affiliate | 4,113 | 4,756 | 8,103 | 9,522 | |||||||||||
Depreciation and amortization | 47,371 | 41,720 | 91,906 | 83,917 | |||||||||||
Asset impairment | 89 | 10,476 | 2,189 | 10,476 | |||||||||||
Interest expense | 37,504 | 21,794 | 70,494 | 44,655 | |||||||||||
Total expenses | 128,314 | 111,367 | 242,821 | 222,492 | |||||||||||
Other (expense) income | |||||||||||||||
Equity in losses of unconsolidated entities | (7,152 | ) | (3,209 | ) | (5,778 | ) | (2,944 | ) | |||||||
Gain (loss) on sale of assets, net | 3,987 | 768 | 4,798 | (1,051 | ) | ||||||||||
Loss on extinguishment of debt | (3,254 | ) | — | (3,254 | ) | (4,724 | ) | ||||||||
Interest income | 454 | 22 | 739 | 63 | |||||||||||
Other (expense) income | (884 | ) | (1 | ) | (703 | ) | 32 | ||||||||
Total other expense | (6,849 | ) | (2,420 | ) | (4,198 | ) | (8,624 | ) | |||||||
Loss from continuing operations before income taxes | (38,248 | ) | (19,478 | ) | (72,955 | ) | (23,967 | ) | |||||||
Benefit from income taxes | (1,640 | ) | (3,750 | ) | (1,471 | ) | (3,848 | ) | |||||||
Net loss from continuing operations | (36,608 | ) | (15,728 | ) | (71,484 | ) | (20,119 | ) | |||||||
Net income from discontinued operations, net of income taxes | — | — | — | 1,331 | |||||||||||
Net loss | (36,608 | ) | (15,728 | ) | (71,484 | ) | (18,788 | ) | |||||||
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries | (6,625 | ) | (4,112 | ) | (11,586 | ) | (8,848 | ) | |||||||
Less: Dividends on preferred shares | 6,551 | 4,079 | 11,176 | 8,618 | |||||||||||
Net loss attributable to shareholders | $ | (36,534 | ) | $ | (15,695 | ) | $ | (71,074 | ) | $ | (18,558 | ) | |||
(Loss) earnings per share: | |||||||||||||||
Basic | |||||||||||||||
Continuing operations | $ | (0.42 | ) | $ | (0.18 | ) | $ | (0.83 | ) | $ | (0.23 | ) | |||
Discontinued operations | $ | — | $ | — | $ | — | $ | 0.02 | |||||||
Diluted | |||||||||||||||
Continuing operations | $ | (0.42 | ) | $ | (0.18 | ) | $ | (0.83 | ) | $ | (0.23 | ) | |||
Discontinued operations | $ | — | $ | — | $ | — | $ | 0.02 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 86,030,652 | 86,009,959 | 86,029,305 | 86,009,029 | |||||||||||
Diluted | 86,030,652 | 86,009,959 | 86,029,305 | 86,009,029 | |||||||||||
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except per share data)
(Unaudited) | |||||||
Assets | |||||||
Cash and cash equivalents | $ | 105,244 | $ | 121,703 | |||
Restricted cash | 38,001 | 39,715 | |||||
Accounts receivable, net | 175,827 | 91,691 | |||||
Leasing equipment, net | 1,656,702 | 1,635,259 | |||||
Operating lease right-of-use assets, net | 64,541 | 62,355 | |||||
Finance leases, net | 13,124 | 6,927 | |||||
Property, plant, and equipment, net | 1,014,390 | 964,363 | |||||
Investments | 114,493 | 146,515 | |||||
Intangible assets, net | 14,488 | 18,786 | |||||
122,735 | 122,735 | ||||||
Other assets | 234,401 | 177,928 | |||||
Total assets | $ | 3,553,946 | $ | 3,387,977 | |||
Liabilities | |||||||
Accounts payable and accrued liabilities | $ | 148,367 | $ | 113,185 | |||
Debt, net | 2,127,086 | 1,904,762 | |||||
Maintenance deposits | 119,448 | 148,293 | |||||
Security deposits | 35,663 | 37,064 | |||||
Operating lease liabilities | 64,120 | 62,001 | |||||
Other liabilities | 18,249 | 23,351 | |||||
Total liabilities | $ | 2,512,933 | $ | 2,288,656 | |||
Commitments and contingencies | |||||||
Equity | |||||||
Common shares ( |
$ | 856 | $ | 856 | |||
Preferred shares ( |
133 | 91 | |||||
Additional paid in capital | 1,163,748 | 1,130,106 | |||||
Accumulated deficit | (88,056 | ) | (28,158 | ) | |||
Accumulated other comprehensive loss | (49,115 | ) | (26,237 | ) | |||
Shareholders' equity | 1,027,566 | 1,076,658 | |||||
Non-controlling interest in equity of consolidated subsidiaries | 13,447 | 22,663 | |||||
Total equity | 1,041,013 | 1,099,321 | |||||
Total liabilities and equity | $ | 3,553,946 | $ | 3,387,977 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
Six Months Ended |
|||||||
2021 | 2020 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (71,484 | ) | $ | (18,788 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Equity in losses of unconsolidated entities | 5,778 | 2,944 | |||||
Gain on sale of subsidiaries | — | (1,331 | ) | ||||
(Gain) loss on sale of assets, net | (4,798 | ) | 1,051 | ||||
Security deposits and maintenance claims included in earnings | (15,413 | ) | 2,951 | ||||
Loss on extinguishment of debt | 3,254 | 4,724 | |||||
Equity-based compensation | 2,553 | 702 | |||||
Depreciation and amortization | 91,906 | 83,917 | |||||
Asset impairment | 2,189 | 10,476 | |||||
Deferred tax provision | (1,632 | ) | (4,506 | ) | |||
Change in fair value of non-hedge derivative | (6,573 | ) | 181 | ||||
Amortization of lease intangibles and incentives | 14,905 | 13,488 | |||||
Amortization of deferred financing costs | 4,489 | 4,010 | |||||
Bad debt expense, net | (733 | ) | 1,761 | ||||
Other | (117 | ) | 759 | ||||
Change in: | |||||||
Accounts receivable | (86,661 | ) | (24,140 | ) | |||
Other assets | (44,639 | ) | 6,210 | ||||
Accounts payable and accrued liabilities | 47,320 | (18,894 | ) | ||||
Management fees payable to affiliate | (631 | ) | (20,987 | ) | |||
Other liabilities | (3,637 | ) | 124 | ||||
Net cash (used in) provided by operating activities | (63,924 | ) | 44,652 | ||||
Cash flows from investing activities: | |||||||
Investment in unconsolidated entities | (1,105 | ) | (2,514 | ) | |||
Principal collections on finance leases | 1,269 | 3,320 | |||||
Acquisition of leasing equipment | (170,132 | ) | (206,299 | ) | |||
Acquisition of property, plant and equipment | (84,134 | ) | (130,073 | ) | |||
Acquisition of lease intangibles | (517 | ) | 1,997 | ||||
Purchase deposits for acquisitions | (9,180 | ) | (4,590 | ) | |||
Proceeds from sale of leasing equipment | 57,155 | 37,687 | |||||
Proceeds from deposit on sale of aircraft and engine | 1,425 | — | |||||
Return of deposit on sale of engine | 1,010 | 2,350 | |||||
Net cash used in investing activities | $ | (204,209 | ) | $ | (298,122 | ) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
Six Months Ended |
|||||||
2021 | 2020 | ||||||
Cash flows from financing activities: | |||||||
Proceeds from debt | $ | 776,100 | $ | 458,981 | |||
Repayment of debt | (552,704 | ) | (275,991 | ) | |||
Payment of deferred financing costs | (10,653 | ) | (12,629 | ) | |||
Receipt of security deposits | 1,020 | 853 | |||||
Return of security deposits | (1,034 | ) | (3,815 | ) | |||
Receipt of maintenance deposits | 16,255 | 18,499 | |||||
Release of maintenance deposits | (12,071 | ) | (9,185 | ) | |||
Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs | 101,201 | (267 | ) | ||||
Purchase of non-controlling interest | — | (45 | ) | ||||
Settlement of equity-based compensation | (183 | ) | — | ||||
Cash dividends - common shares | (56,795 | ) | (56,782 | ) | |||
Cash dividends - preferred shares | (11,176 | ) | (8,618 | ) | |||
Net cash provided by financing activities | $ | 249,960 | $ | 111,001 | |||
Net decrease in cash and cash equivalents and restricted cash | (18,173 | ) | (142,469 | ) | |||
Cash and cash equivalents and restricted cash, beginning of period | 161,418 | 242,517 | |||||
Cash and cash equivalents and restricted cash, end of period | $ | 143,245 | $ | 100,048 | |||
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 (losses) 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, 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 from continuing operations to Adjusted EBITDA for the three and six months ended
Three Months Ended |
Six Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Net loss attributable to shareholders from continuing operations | $ | (36,534 | ) | $ | (15,695 | ) | $ | (71,074 | ) | $ | (19,889 | ) | |||
Add: Benefit from income taxes | (1,640 | ) | (3,750 | ) | (1,471 | ) | (3,848 | ) | |||||||
Add: Equity-based compensation expense | 1,439 | 411 | 2,553 | 702 | |||||||||||
Add: Acquisition and transaction expenses | 4,399 | 3,661 | 6,042 | 6,855 | |||||||||||
Add: Losses on the modification or extinguishment of debt and capital lease obligations | 3,254 | — | 3,254 | 4,724 | |||||||||||
Add: Changes in fair value of non-hedge derivative instruments | 1,391 | — | (6,573 | ) | 181 | ||||||||||
Add: Asset impairment charges | 89 | 10,476 | 2,189 | 10,476 | |||||||||||
Add: Incentive allocations | — | — | — | — | |||||||||||
Add: Depreciation and amortization expense (1) | 54,168 | 48,341 | 106,811 | 97,405 | |||||||||||
Add: Interest expense | 37,504 | 21,794 | 70,494 | 44,655 | |||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (11 | ) | 126 | 2,391 | (287 | ) | |||||||||
Less: Equity in losses of unconsolidated entities | 7,152 | 3,209 | 5,778 | 2,944 | |||||||||||
Less: Non-controlling share of Adjusted EBITDA (3) | (3,257 | ) | (2,101 | ) | (5,286 | ) | (5,451 | ) | |||||||
Adjusted EBITDA (non-GAAP) | $ | 67,954 | $ | 66,472 | $ | 115,108 | $ | 138,467 | |||||||
________________________________________________________
(1) Includes the following items for the three months ended
(2) Includes the following items for the three months ended
(3) Includes the following items for the three months ended
The Company uses Funds Available for Distribution (“FAD”) in evaluating its ability to meet its stated dividend policy. FAD is not a financial measure in accordance with GAAP. The GAAP measure most directly comparable to FAD is net cash provided by operating activities. The Company believes FAD is a useful metric for investors and analysts for similar purposes.
The Company defines FAD as: Net Cash Provided by Operating Activities plus principal collections on finance leases, proceeds from sale of assets, and return of capital distributions from unconsolidated entities, less required payments on debt obligations and capital distributions to non-controlling interest, and excluding changes in working capital.
The following table sets forth a reconciliation of
Six Months Ended |
|||||||
(in thousands) | 2021 | 2020 | |||||
$ | (63,924 | ) | $ | 44,652 | |||
Add: Principal Collections on Finance Leases | 1,269 | 3,320 | |||||
Add: Proceeds from Sale of Assets | 57,155 | 37,687 | |||||
Add: Return of Capital Distributions from Unconsolidated Entities | — | — | |||||
Less: Required Payments on Debt Obligations (1) | — | — | |||||
Less: Capital Distributions to Non-Controlling Interest | — | — | |||||
Exclude: Changes in Working Capital | 88,248 | 57,687 | |||||
Funds Available for Distribution (FAD) | $ | 82,748 | $ | 143,346 | |||
________________________________________________________
(1) Required payments on debt obligations for the six months ended
The following table sets forth a reconciliation of FAD to
Three Months Ended |
||||||||||||||||
(in thousands) | Equipment Leasing |
Infrastructure | Corporate and Other |
Total | ||||||||||||
Funds Available for Distribution (FAD) | $ | 116,159 | $ | (2,548 | ) | $ | (45,270 | ) | $ | 68,341 | ||||||
Less: Principal Collections on Finance Leases | (874 | ) | ||||||||||||||
Less: Proceeds from Sale of Assets | (52,581 | ) | ||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities | — | |||||||||||||||
Add: Required Payments on Debt Obligations | — | |||||||||||||||
Add: Capital Distributions to Non-Controlling Interest | — | |||||||||||||||
Include: Changes in Working Capital | (29,878 | ) | ||||||||||||||
$ | (14,992 | ) | ||||||||||||||
The following table sets forth a reconciliation of FAD to
Six Months Ended |
||||||||||||||||
(in thousands) | Equipment Leasing |
Infrastructure | Corporate and Other |
Total | ||||||||||||
Funds Available for Distribution (FAD) | $ | 176,812 | $ | (6,389 | ) | $ | (87,675 | ) | $ | 82,748 | ||||||
Less: Principal Collections on Finance Leases | (1,269 | ) | ||||||||||||||
Less: Proceeds from Sale of Assets | (57,155 | ) | ||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities | — | |||||||||||||||
Add: Required Payments on Debt Obligations | — | |||||||||||||||
Add: Capital Distributions to Non-Controlling Interest | — | |||||||||||||||
Include: Changes in Working Capital | (88,248 | ) | ||||||||||||||
$ | (63,924 | ) | ||||||||||||||
FAD is subject to a number of limitations and assumptions and there can be no assurance that the Company will generate FAD sufficient to meet its intended dividends. FAD has material limitations as a liquidity measure of the Company because such measure excludes items that are required elements of the Company’s net cash provided by operating activities as described below. FAD should not be considered in isolation nor as a substitute for analysis of the Company’s results of operations under GAAP, and it is not the only metric that should be considered in evaluating the Company’s ability to meet its stated dividend policy. Specifically:
- 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.
- 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.
- FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.
- 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.
- 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.
If such factors were included in FAD, there can be no assurance that the results would be consistent with the Company’s presentation of FAD.
Source: Fortress Transportation and Infrastructure Investors LLC