Fortress Transportation and Infrastructure Investors LLC Reports Fourth Quarter 2021 Results, Declares Dividend of $0.33 per Common Share


NEW YORK, Feb. 24, 2022 (GLOBE NEWSWIRE) -- Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company” or “FTAI”) today reported financial results for the fourth quarter and full year 2021. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.

Financial Overview

(in thousands, except per share data)
Selected Financial ResultsQ4’21
Net Cash Used in Operating Activities$(1,336)
Net Loss Attributable to Shareholders$(19,047)
Basic and Diluted Loss per Common Share$(0.19)
  
Funds Available for Distribution (“FAD”) (1)$120,087 
Adjusted EBITDA(1)$124,818 


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

For the fourth quarter of 2021, total FAD was $120.1 million. This amount includes $161.2 million from our aviation leasing portfolio and $11.0 million from our infrastructure business, offset by $(52.1) million from corporate and other. Fourth quarter EBITDA for aerospace services was $20.3 million.

Fourth Quarter 2021 Dividends

On February 24, 2022, 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 December 31, 2021, payable on March 23, 2022 to the holders of record on March 11, 2022.

Additionally, on February 24, 2022, the Board declared cash dividends on its Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (“Series A Preferred Shares”), Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (“Series B Preferred Shares”) and Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”) of $0.51563, $0.50000 and $0.51563 per share, respectively, for the quarter ended December 31, 2021, payable on March 15, 2022 to the holders of record on March 7, 2022.

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 Annual 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 Friday, February 25, 2022 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 Fourth 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 11:30 A.M. on Friday, February 25, 2022 through 11:30 A.M. Friday, March 4, 2022 at (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the U.S.), Passcode: 9753259.

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. 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

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 February 2022 will be treated as a partnership distribution and guaranteed payments, respectively. For U.S. tax withholding purposes, the per share distribution components are as follows:

Common Distribution Components 
Non-U.S. Long Term Capital Gain$ 
U.S. Portfolio Interest Income(1)$0.00798 
U.S. Dividend Income(2)$ 
Income Not from U.S. Sources(3)$0.32202 
U.S. Long Term Capital Gain (4)                  $ 
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 U.S. portfolio interest exemption for any holder not considered a 10-percent shareholder under §871(h)(3)(B) of the Code.
  
(2)This income is subject to withholding under §1441 or §1442 of the Code.
  
(3)This income is not subject to withholding under §1441, §1442 or §1446 of the Code.
  
(4)U.S. Long Term Capital Gain attributable to the sale of a U.S. Real Property Holding Corporation. As a result, the gain will be treated as income that is effectively connected with a U.S. trade or business and be subject to withholding.
  
(5)Brokers and nominees should treat this income as subject to withholding under §1441 or §1442 of the Code.
  

For U.S. shareholders: In computing your U.S. federal taxable income, you should not rely on this qualified notice, but should generally take into account your allocable share of the Company’s taxable income as reported to you on your Schedule K-1.

Exhibit - Financial Statements

 

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

 Three Months Ended December 31 Year Ended December 31,
  2021  2020  2021  2020
Revenues       
Equipment leasing revenues$98,231  $61,852  $335,583  $297,934 
Infrastructure revenues 47,545   13,786   120,219   68,562 
Total revenues 145,776   75,638   455,802   366,496 
        
Expenses       
Operating expenses 63,491   28,368   172,464   109,512 
General and administrative 5,080   4,867   17,409   18,159 
Acquisition and transaction expenses 8,769   571   21,941   9,868 
Management fees and incentive allocation to affiliate 4,374   4,406   16,322   18,519 
Depreciation and amortization 56,482   45,857   201,756   172,400 
Asset impairment 7,415   19,587   10,463   33,978 
Interest expense 46,042   26,647   171,036   98,206 
Total expenses 191,653   130,303   611,391   460,642 
        
Other income (expense)       
Equity in (losses) earnings of unconsolidated entities (2,874)  406   (12,734)  (5,039)
Gain (loss) on sale of assets, net 31,548   1,857   49,031   (308)
Loss on extinguishment of debt    (6,943)  (3,254)  (11,667)
Interest income 489   41   1,711   162 
Other (expense) income (2,157)  38   (10,928)  70 
Total other income (expense) 27,006   (4,601)  23,826   (16,782)
Loss from continuing operations before income taxes (18,871)  (59,266)  (131,763)  (110,928)
Provision for (benefit from) income taxes 908   429   (1,057)  (5,905)
Net loss from continuing operations (19,779)  (59,695)  (130,706)  (105,023)
Net income from discontinued operations, net of income taxes          1,331 
Net loss (19,779)  (59,695)  (130,706)  (103,692)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries (7,523)  (3,798)  (26,472)  (16,522)
Less: Dividends on preferred shares 6,791   4,626   24,758   17,869 
Net loss attributable to shareholders$(19,047) $(60,523) $(128,992) $(105,039)
        
(Loss) earnings per share:       
Basic       
Continuing operations$(0.19) $(0.70) $(1.43) $(1.24)
Discontinued operations$0.00  $0.00  $0.00  $0.02 
Diluted       
Continuing operations$(0.19) $(0.70) $(1.43) $(1.24)
Discontinued operations$0.00  $0.00  $0.00  $0.02 
Weighted average shares outstanding:       
Basic 99,224,907   86,022,302   89,922,088   86,015,702 
Diluted 99,224,907   86,022,302   89,922,088   86,015,702 
                

 

 

 

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

 December 31,
  2021  2020
Assets   
Cash and cash equivalents$188,078  $121,703 
Restricted cash 251,983   39,715 
Accounts receivable, net 175,225   91,691 
Leasing equipment, net 1,891,649   1,635,259 
Operating lease right-of-use assets, net 75,344   62,355 
Finance leases, net 7,583   6,927 
Property, plant, and equipment, net 1,555,857   964,363 
Investments 77,325   146,515 
Intangible assets, net 98,699   18,786 
Goodwill 257,137   122,735 
Other assets 284,974   177,928 
Total assets$4,863,854  $3,387,977 
    
Liabilities   
Accounts payable and accrued liabilities$202,669  $113,185 
Debt, net 3,220,211   1,904,762 
Maintenance deposits 106,836   148,293 
Security deposits 40,149   37,064 
Operating lease liabilities 73,594   62,001 
Other liabilities 96,295   23,351 
Total liabilities$3,739,754  $2,288,656 
    
Commitments and contingencies   
    
Equity   
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,180,385 and 85,617,146 shares issued and outstanding as of December 31, 2021 and 2020, respectively)$992  $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 December 31, 2021 and 2020, respectively) 133   91 
Additional paid in capital 1,411,940   1,130,106 
Accumulated deficit (132,392)  (28,158)
Accumulated other comprehensive loss (156,381)  (26,237)
Shareholders' equity 1,124,292   1,076,658 
Non-controlling interest in equity of consolidated subsidiaries (192)  22,663 
Total equity$1,124,100  $1,099,321 
Total liabilities and equity$4,863,854  $3,387,977 
 

 

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

 Year Ended December 31,
  2021  2020
Cash flows from operating activities:   
Net loss$(130,706) $(103,692)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:   
Equity in losses of unconsolidated entities 12,734   5,039 
Gain on sale of subsidiaries    (1,331)
(Gain) loss on sale of assets, net (49,031)  308 
Security deposits and maintenance claims included in earnings (39,067)  (6,362)
Loss on extinguishment of debt 3,254   11,667 
Equity-based compensation 4,038   2,325 
Depreciation and amortization 201,756   172,400 
Asset impairment 10,463   33,978 
Change in deferred income taxes (2,057)  (5,851)
Change in fair value of non-hedge derivatives (2,220)  181 
Amortization of lease intangibles and incentives 27,978   30,346 
Amortization of deferred financing costs 21,723   7,315 
Bad debt expense 12,953   3,595 
Other (440)  1,502 
Change in:   
Accounts receivable (88,872)  (59,734)
Other assets (30,789)  3,660 
Accounts payable and accrued liabilities 25,079   (5,258)
Management fees payable to affiliate 1,042   (20,622)
Other liabilities 118   (6,360)
Net cash (used in) provided by operating activities (22,044)  63,106 
    
Cash flows from investing activities:   
Investment in unconsolidated entities (54,655)  (4,690)
Principal collections on finance leases 7,387   13,823 
Acquisition of business, net of cash acquired (627,090)   
Acquisition of leasing equipment (572,624)  (321,606)
Acquisition of property, plant and equipment (157,332)  (264,829)
Acquisition of lease intangibles (24,017)  1,997 
Investment in convertible promissory notes (10,000)   
Purchase deposit for aircraft and aircraft engines (13,658)  (8,343)
Proceeds from sale of leasing equipment 158,927   72,175 
Proceeds from sale of property, plant and equipment 4,494    
Receipt of deposits for sale of aircraft and engine 600    
Return of purchase deposits 1,010   2,350 
        
Net cash used in investing activities$(1,286,958) $(509,123)
    

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

 Year Ended December 31,
  2021  2020
Cash flows from financing activities:   
Proceeds from debt$2,894,127  $1,340,981 
Repayment of debt (1,553,231)  (852,197)
Payment of deferred financing costs (52,739)  (28,243)
Receipt of security deposits 8,770   3,242 
Return of security deposits (1,201)  (4,655)
Receipt of maintenance deposits 31,507   33,369 
Release of maintenance deposits (20,724)  (15,712)
Proceeds from issuance of common shares, net of underwriter's discount 323,124    
Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs 101,200   19,694 
Settlement of equity-based compensation (421)  (120)
Cash dividends - common shares (118,009)  (113,572)
Cash dividends - preferred shares (24,758)  (17,869)
Net cash provided by financing activities 1,587,645   364,918 
    
Net increase (decrease) in cash and cash equivalents and restricted cash 278,643   (81,099)
Cash and cash equivalents and restricted cash, beginning of period 161,418   242,517 
Cash and cash equivalents and restricted cash, end of period$440,061  $161,418 
    
Supplemental disclosure of cash flow information:   
Cash paid for interest, net of capitalized interest$142,200  $71,637 
Cash paid for taxes 402    
    

Key Performance Measures

The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.

Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income (loss) attributable to shareholders from continuing operations, adjusted (a) to exclude the impact of provision for income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, 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 months and years ended December 31, 2021 and 2020:

 Three Months Ended December 31 Year Ended December 31,
(in thousands) 2021  2020  2021  2020
Net loss attributable to shareholders from continuing operations$(19,047) $(60,523) $(128,992) $(106,370)
Add: Provision for (benefit from) income taxes 908   429   (1,057)  (5,905)
Add: Equity-based compensation expense 757   1,002   4,038   2,325 
Add: Acquisition and transaction expenses 8,769   571   21,941   9,868 
Add: Losses on the modification or extinguishment of debt and capital lease obligations    6,943   3,254   11,667 
Add: Changes in fair value of non-hedge derivative instruments (241)     (2,220)  181 
Add: Asset impairment charges 7,415   19,587   10,463   33,978 
Add: Incentive allocations           
Add: Depreciation & amortization expense (1) 63,112   52,809   229,734   202,746 
Add: Interest expense 46,042   26,647   171,036   98,206 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 18,031   1,375   27,892   1,208 
Less: Equity in losses (earnings) of unconsolidated entities 2,874   (406)  12,734   5,039 
Less: Non-controlling share of Adjusted EBITDA (3) (3,802)  (2,231)  (12,508)  (9,637)
Adjusted EBITDA (non-GAAP)$124,818  $46,203  $336,315  $243,306 


______________________________
(1)Includes the following items for the three months ended December 31, 2021 and 2020: (i) depreciation and amortization expense of $56,482 and $45,857, (ii) lease intangible amortization of $1,777 and $731 and (iii) amortization for lease incentives of $4,853 and $6,221, respectively.
 Includes the following items for the years ended December 31, 2021 and 2020: (i) depreciation and amortization expense of $201,756 and $172,400, (ii) lease intangible amortization of $4,993 and $3,747 and (iii) amortization for lease incentives of $22,985 and $26,599, respectively.
(2)Includes the following items for the three months ended December 31, 2021 and 2020: (i) net (loss) income of $(2,906) and $158, (ii) interest expense of $4,785 and $290, (iii) depreciation and amortization expense of $5,822 and $1,716, (iv) acquisition and transaction expense of $104 and $48, (v) changes in fair value of non-hedge derivative instruments of $7,325 and $(837), (vi) asset impairment of $2,122 and $0 and (vii) equity-based compensation of $779 and $0, respectively.
 Includes the following items for the years ended December 31, 2021 and 2020: (i) net loss of $(13,242) and $(5,435), (ii) interest expense of $5,612 and $1,138, (iii) depreciation and amortization expense of $12,643 and $5,513, (iv) acquisition and transaction expense of $104 and $581, (v) changes in fair value of non-hedge derivative instruments of $19,850 and $(589), (vi) asset impairment of $2,146 and $0 and (vii) equity-based compensation of $779 and $0, respectively.
(3)Includes the following items for the three months ended December 31, 2021 and 2020: (i) equity-based compensation of $131 and $178, (ii) provision for income taxes of $16 and $15, (iii) interest expense of $1,430 and $472, (iv) depreciation and amortization expense of $2,234 and $1,566 and (v) changes in fair value of non-hedge derivative instruments of $(9) and $0, respectively.
 Includes the following items for the years ended December 31, 2021 and 2020: (i) equity-based compensation of $751 and $374, (ii) provision for income taxes of $52 and $59, (iii) interest expense of $3,370 and $2,025, (iv) depreciation and amortization expense of $8,411 and $6,149, (v) changes in fair value of non-hedge derivative instruments of $(76) and $38 and (vi) loss on extinguishment of debt of $0 and $992, respectively.
  

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 years ended December 31, 2021 and 2020:

 Year Ended December 31,
(in thousands)2021 2020
Net Cash (Used in) Provided by Operating Activities$(22,044) $63,106 
Add: Principal Collections on Finance Leases7,387  13,823 
Add: Proceeds from Sale of Assets163,421  72,175 
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 Capital93,422  88,314 
Funds Available for Distribution (FAD)$242,186  $237,418 


______________________________
(1)Required payments on debt obligations for the year ended December 31, 2021 exclude repayments of $650,000 for the Bridge Loan Agreement, $500,527 for the Revolving Credit Facility and $402,704 for the Senior Notes due 2022, and for the year ended December 31, 2020 exclude repayments of $306,206 for the Senior Notes due 2022, $270,000 for the Revolving Credit Facility, $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, all of which were voluntary refinancings as repayments of these amounts were not required at such time.
  

The following table sets forth a reconciliation of FAD to Net Cash Used in Operating Activities for the three months ended December 31, 2021:

 Three Months Ended December 31, 2021
(in thousands)Equipment Leasing Infrastructure Corporate and Other Total
Funds Available for Distribution (FAD)$161,247  $11,033  $(52,193) $120,087 
Less: Principal Collections on Finance Leases      (5,680)
Less: Proceeds from Sale of Assets      (84,958)
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      (30,785)
Net Cash Used in Operating Activities      $(1,336)
                

The following table sets forth a reconciliation of FAD to Net Cash Used in Operating Activities for the year ended December 31, 2021:

 Year Ended December 31, 2021
(in thousands)Equipment Leasing Infrastructure Corporate and Other Total
Funds Available for Distribution (FAD)$428,536  $4,474  $(190,824) $242,186 
Less: Principal Collections on Finance Leases      (7,387)
Less: Proceeds from Sale of Assets      (163,421)
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      (93,422)
Net Cash Used in Operating Activities      $(22,044)
                

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.