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): July 28, 2021
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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| Item 2.02. |
Results of Operations and Financial Condition.
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On July 28, 2021, the Company issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2021. 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.
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(d) Exhibits.
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Exhibit
Number
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Description | |
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Press release, dated July 28, 2021, issued by Fortress Transportation and Infrastructure Investors LLC
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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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.
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FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
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By:
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/s/ Eun Nam |
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Name:
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Eun Nam
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Title:
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Chief Accounting Officer
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Date: July 28, 2021
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Exhibit 99.1
PRESS RELEASE
FTAI Reports Second Quarter 2021 Results, Declares Dividend of $0.33 per Common Share, Announces Closing of Transtar Acquisition,
and Progression of Plan to Separate FTAI into Aerospace and Infrastructure Companies
NEW YORK, July 28, 2021 – Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company” or “FTAI”) today reported financial results for the
second quarter 2021. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.
Financial Overview
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(in thousands, except per share data)
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Selected Financial Results
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Q2’21
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Net Cash Used in Operating Activities
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$
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(14,992
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)
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Net Loss Attributable to Shareholders
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$
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(36,534
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)
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Basic and Diluted Loss per Common Share
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$
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(0.42
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)
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Funds Available for Distribution
(“FAD”) (1)
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$
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68,341
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Adjusted EBITDA(1)
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$
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67,954
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(1)
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For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
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For the second quarter of 2021, total FAD was $68.3 million. This amount includes $116.2 million from our aviation leasing portfolio, offset by $(2.5) million from our
infrastructure business and $(45.4) million from corporate and other.
Second Quarter 2021 Dividends
On July 28, 2021, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common shares of $0.33 per share for the quarter ended June 30, 2021,
payable on August 30, 2021 to the holders of record on August 16, 2021.
Additionally, on July 28, 2021, 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 June 30, 2021, payable on September 15, 2021 to the holders of record on September 1, 2021.
1
Business Highlights
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Closed Transtar, LLC acquisition
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Executed 10-year refined products hub deal with ExxonMobil
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Executed a 12-plane, four-year lease deal for A319’s currently on lease with a major U.S. carrier
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Launched $425 million municipal financing at Jefferson Energy Companies
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Plan to separate into Aerospace and Infrastructure companies progressing
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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 Thursday, July 29, 2021 at 8:00 A.M. Eastern Time. The conference call may be accessed by dialing (877) 447-5636 (from
within the U.S.) or (615) 247-0080 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "FTAI Second Quarter 2021 Earnings Call." A simultaneous webcast of the conference call will be available to the
public on a listen-only basis at www.ftandi.com.
A replay of the conference call will be available after 12:00 P.M. on Thursday, July 29, 2021 through 10:30 A.M. Thursday, August 5, 2021 at (855) 859-2056 (from
within the U.S.) or (404) 537-3406 (from outside of the U.S.), Passcode: 9546998.
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 an affiliate of Fortress Investment Group LLC, a
leading, diversified global investment firm.
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:
Alan Andreini
Investor Relations
Fortress Transportation and Infrastructure Investors LLC
(212) 798-6128
aandreini@fortress.com
2
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 July 2021 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:
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Common Distribution Components
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Non-U.S. Long Term Capital Gain
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$
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—
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U.S. Portfolio Interest Income(1)
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$
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0.05374
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U.S. Dividend Income(2)
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$
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—
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Income Not from U.S. Sources(3)
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$
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0.27626
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U.S. Long Term Capital Gain (4)
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$
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—
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Distribution Per Share
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$
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0.33000
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Series A Preferred Distribution Components
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Guaranteed Payments(5)
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$
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0.51563
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Distribution Per Share
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$
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0.51563
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Series B Preferred Distribution Components
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||||
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Guaranteed Payments(5)
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$
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0.50000
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Distribution Per Share
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$
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0.50000
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Series C Preferred Distribution Components
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||||
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Guaranteed Payments(5)
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$
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0.51563
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Distribution Per Share
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$
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0.51563
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| (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.
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(2)
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This income is subject to withholding under §1441 or §1442 of the Code.
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(3)
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This income is not subject to withholding under §1441, §1442 or §1446 of the Code.
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(4)
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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.
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(5)
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Brokers and nominees should treat this income as subject to withholding under §1441 or §1442 of the Code.
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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.
3
Exhibit - Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except per share data)
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Three Months Ended June 30,
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Six Months Ended June 30,
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|||||||||||||||
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2021
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2020
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2021
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2020
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Revenues
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||||||||||||||||
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Equipment leasing revenues
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$
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81,571
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$
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79,834
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$
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138,178
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$
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166,283
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||||||||
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Infrastructure revenues
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15,344
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14,475
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35,886
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40,866
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Total revenues
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96,915
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94,309
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174,064
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207,149
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Expenses
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||||||||||||||||
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Operating expenses
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31,183
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24,572
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56,180
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58,016
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General and administrative
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3,655
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4,388
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7,907
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9,051
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||||||||||||
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Acquisition and transaction expenses
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4,399
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3,661
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6,042
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6,855
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||||||||||||
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Management fees and incentive allocation to affiliate
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4,113
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4,756
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8,103
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9,522
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Depreciation and amortization
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47,371
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41,720
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91,906
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83,917
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||||||||||||
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Asset impairment
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89
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10,476
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2,189
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10,476
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Interest expense
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37,504
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21,794
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70,494
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44,655
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||||||||||||
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Total expenses
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128,314
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111,367
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242,821
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222,492
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||||||||||||
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Other (expense) income
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||||||||||||||||
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Equity in losses of unconsolidated entities
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(7,152
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)
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(3,209
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)
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(5,778
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)
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(2,944
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)
|
||||||||
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Gain (loss) on sale of assets, net
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3,987
|
768
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4,798
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(1,051
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)
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|||||||||||
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Loss on extinguishment of debt
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(3,254
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)
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—
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(3,254
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)
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(4,724
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)
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|||||||||
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Interest income
|
454
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22
|
739
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63
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||||||||||||
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Other (expense) income
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(884
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)
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(1
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)
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(703
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)
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32
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|||||||||
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Total other expense
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(6,849
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)
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(2,420
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)
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(4,198
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)
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(8,624
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)
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||||||||
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Loss from continuing operations before income taxes
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(38,248
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)
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(19,478
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)
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(72,955
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)
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(23,967
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)
|
||||||||
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Benefit from income taxes
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(1,640
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)
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(3,750
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)
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(1,471
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)
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(3,848
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)
|
||||||||
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Net loss from continuing operations
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(36,608
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)
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(15,728
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)
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(71,484
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)
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(20,119
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)
|
||||||||
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Net income from discontinued operations, net of income taxes
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—
|
—
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—
|
1,331
|
||||||||||||
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Net loss
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(36,608
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)
|
(15,728
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)
|
(71,484
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)
|
(18,788
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)
|
||||||||
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Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
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(6,625
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)
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(4,112
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)
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(11,586
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)
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(8,848
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)
|
||||||||
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Less: Dividends on preferred shares
|
6,551
|
4,079
|
11,176
|
8,618
|
||||||||||||
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Net loss attributable to shareholders
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$
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(36,534
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)
|
$
|
(15,695
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)
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$
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(71,074
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)
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$
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(18,558
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)
|
||||
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(Loss) earnings per share:
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||||||||||||||||
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Basic
|
||||||||||||||||
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Continuing operations
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$
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(0.42
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)
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$
|
(0.18
|
)
|
$
|
(0.83
|
)
|
$
|
(0.23
|
)
|
||||
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Discontinued operations
|
$
|
—
|
$
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—
|
$
|
—
|
$
|
0.02
|
||||||||
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Diluted
|
||||||||||||||||
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Continuing operations
|
$
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(0.42
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)
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$
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(0.18
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)
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$
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(0.83
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)
|
$
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(0.23
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)
|
||||
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Discontinued operations
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$
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—
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$
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—
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$
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—
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$
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0.02
|
||||||||
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Weighted average shares outstanding:
|
||||||||||||||||
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Basic
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86,030,652
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86,009,959
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86,029,305
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86,009,029
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||||||||||||
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Diluted
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86,030,652
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86,009,959
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86,029,305
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86,009,029
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||||||||||||
4
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except per share data)
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(Unaudited)
June 30, 2021
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December 31, 2020
|
|||||||
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Assets
|
||||||||
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Cash and cash equivalents
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$
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105,244
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$
|
121,703
|
||||
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Restricted cash
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38,001
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39,715
|
||||||
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Accounts receivable, net
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175,827
|
91,691
|
||||||
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Leasing equipment, net
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1,656,702
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1,635,259
|
||||||
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Operating lease right-of-use assets, net
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64,541
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62,355
|
||||||
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Finance leases, net
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13,124
|
6,927
|
||||||
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Property, plant, and equipment, net
|
1,014,390
|
964,363
|
||||||
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Investments
|
114,493
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146,515
|
||||||
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Intangible assets, net
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14,488
|
18,786
|
||||||
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Goodwill
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122,735
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122,735
|
||||||
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Other assets
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234,401
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177,928
|
||||||
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Total assets
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$
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3,553,946
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$
|
3,387,977
|
||||
|
Liabilities
|
||||||||
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Accounts payable and accrued liabilities
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$
|
148,367
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$
|
113,185
|
||||
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Debt, net
|
2,127,086
|
1,904,762
|
||||||
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Maintenance deposits
|
119,448
|
148,293
|
||||||
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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 ($0.01 par value per share; 2,000,000,000 shares authorized; 85,641,314 and 85,617,146 shares issued and outstanding as of June 30, 2021 and December 31,
2020, respectively)
|
$
|
856
|
$
|
856
|
||||
|
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 9,120,000 shares issued and outstanding as of June 30, 2021 and December 31,
2020, respectively)
|
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
|
||||
5
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
|
Six Months Ended June 30,
|
||||||||
|
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
|
)
|
||
6
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
|
Six Months Ended June 30,
|
||||||||
|
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
|
||||
7
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 June 30, 2021 and 2020:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(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 June 30, 2021 and 2020: (i) depreciation and amortization expense of $47,371 and $41,720, (ii) lease
intangible amortization of $1,198 and $931 and (iii) amortization for lease incentives of $5,599 and $5,690, respectively. Includes the following items for the six months ended June 30, 2021 and 2020: (i) depreciation and amortization
expense of $91,906 and $83,917, (ii) lease intangible amortization of $1,950 and $2,063 and (iii) amortization for lease incentives of $12,955 and $11,425, respectively.
|
|
(2)
|
Includes the following items for the three months ended June 30, 2021 and 2020: (i) net income of $(7,353) and $(3,226), (ii) interest expense of $340 and
$446, (iii) depreciation and amortization expense of $1,900 and $1,446, (iv) acquisition and transaction expenses of $0 and $531, (v) changes in fair value of non-hedge derivative instruments of $5,078 and $929 and (vi) asset impairment
of $24 and $0, respectively. Includes the following items for the six months ended June 30, 2021 and 2020: (i) net loss of $(6,173) and $(3,003), (ii) interest expense of $527 and $481, (iii) depreciation and amortization expense of
$3,812 and $2,408, (iv) acquisition and transaction expenses of $0 and $612, (v) changes in fair value of non-hedge derivative instruments of $4,201 and $(785) and (vi) asset impairment of $24 and $0, respectively.
|
|
(3)
|
Includes the following items for the three months ended June 30, 2021 and 2020: (i) equity-based compensation of $292 and $52, (ii) provision for income
taxes of $13 and $15, (iii) interest expense of $732 and $512, (iv) depreciation and amortization expense of $2,172 and $1,522 and (v) changes in fair value of non-hedge derivative instruments of $48 and $0, respectively. Includes the
following items for the six months ended June 30, 2021 and 2020: (i) equity based compensation of $490 and $99, (ii) provision for income taxes of $26 and $43, (iii) interest expense of $1,013 and $1,231, (iv) depreciation and
amortization expense of $3,983 and $3,048, (v) changes in fair value of non-hedge derivative instruments of $(226) and $38 and (vi) loss on extinguishment of debt of $0 and $992, respectively.
|
8
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 Net Cash (Used in) Provided by Operating Activities to FAD for the six months ended June 30, 2021 and 2020:
|
Six Months Ended June 30,
|
||||||||
|
(in thousands)
|
2021
|
2020
|
||||||
|
Net Cash (Used in) Provided by Operating Activities
|
$
|
(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 June 30, 2021 exclude repayments of $402,704 for the Senior Notes due 2022 and $150,000 for
the Revolving Credit Facility and for the six months ended June 30, 2020 exclude repayments of $144,200 for the Series 2016 Bonds, $50,262 for the Jefferson Revolver, $45,520 for the Series 2012 Bonds and $36,009 for the FTAI Pride Credit
Agreement.
|
The following table sets forth a reconciliation of FAD to Net Cash Used in Operating Activities for the three months ended June 30, 2021:
|
Three Months Ended June 30, 2021
|
||||||||||||||||
|
(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
|
)
|
||||||||||||||
|
Net Cash Used in Operating Activities
|
$
|
(14,992
|
)
|
|||||||||||||
9
The following table sets forth a reconciliation of FAD to Net Cash Used in Operating Activities for the six months ended June 30, 2021:
|
Six Months Ended June 30, 2021
|
||||||||||||||||
|
(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
|
)
|
||||||||||||||
|
Net Cash Used in Operating Activities
|
$
|
(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.
10