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): October 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. ☐
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 October 28, 2021, the Company issued a press release announcing the Company’s results for its fiscal quarter ended September 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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|
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Press release, dated October 28, 2021, issued by Fortress Transportation and Infrastructure Investors LLC
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||
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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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||
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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: October 29, 2021
Exhibit 99.1
PRESS RELEASE
Fortress Transportation and Infrastructure Investors LLC Reports Third Quarter 2021 Results, Declares Dividend of $0.33 per Common Share
NEW YORK, October 28, 2021 – Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2021. The Company’s consolidated
comparative financial statements and key performance measures are attached as an exhibit to this press release.
Financial Overview
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(in thousands, except per share data)
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||||
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Selected Financial Results
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Q3’21
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|||
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Net Cash Provided by Operating Activities
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$
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43,216
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||
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Net Loss Attributable to Shareholders
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$
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(38,871
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)
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Basic and Diluted Loss per Common Share
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$
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(0.44
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)
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|
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Funds Available for Distribution (“FAD”) (1)
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$
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39,351
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||
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Adjusted EBITDA(1)
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$
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96,389
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||
(1) For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
For the third quarter of 2021, total FAD was $39.4 million. This amount includes $90.5 million from our aviation leasing portfolio, offset by $(0.2) million from our infrastructure business and $(50.9) million from
corporate and other.
Third Quarter 2021 Dividends
On October 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 September 30, 2021, payable on November 29, 2021 to the holders
of record on November 15, 2021.
Additionally, on October 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 September 30, 2021, payable on December 15, 2021 to the holders of record on December 1, 2021.
Business Highlights
| ◾ |
Long Ridge Energy Generation has commenced commercial operations at its 485 megawatt plant and is selling power to PJM Interconnection LLC.
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1
| ◾ |
FTAI Aviation has executed a sale leaseback transaction with Alitalia with a novation to ITA for 16 A320 family aircraft, and the transaction is expected to close in Q4 2021.
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| ◾ |
FTAI Aviation has entered into a purchase agreement with Avianca for the purchase and leaseback of 19 A320 family aircraft, which is subject to court approval.
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| o |
FTAI expects to enter into secured bridge financing in connection with the abovementioned Alitalia and Avianca transactions.
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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-Q, 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, October 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 Third 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 Friday, October 29, 2021 through 10:30 A.M. Friday, November 5, 2021 at (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the
U.S.), Passcode: 7879820.
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 and
transactions which have not yet closed, transactions that are subject to court approval, and any expected financing in connection with such leases and transactions. 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.
2
For further information, please contact:
Alan Andreini
Investor Relations
Fortress Transportation and Infrastructure Investors LLC
(212) 798-6128
aandreini@fortress.com
3
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 October 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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||||
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Non-U.S. Long Term Capital Gain
|
$
|
—
|
||
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U.S. Portfolio Interest Income(1)
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$
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0.01835
|
||
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U.S. Dividend Income(2)
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$
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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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0.31165
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||
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U.S. Long Term Capital Gain (4)
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$
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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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||
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Series A 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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||
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Distribution Per Share
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$
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0.51563
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||
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Series B Preferred Distribution Components
|
||||
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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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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
|
||
| (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.
|
|
(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.
4
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 September 30,
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Nine Months Ended September 30,
|
|||||||||||||||
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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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Equipment leasing revenues
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$
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99,174
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$
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69,799
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$
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237,352
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$
|
236,082
|
||||||||
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Infrastructure revenues
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36,788
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13,910
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72,674
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54,776
|
||||||||||||
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Total revenues
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135,962
|
83,709
|
310,026
|
290,858
|
||||||||||||
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Expenses
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||||||||||||||||
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Operating expenses
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52,793
|
23,128
|
108,973
|
81,144
|
||||||||||||
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General and administrative
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4,422
|
4,241
|
12,329
|
13,292
|
||||||||||||
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Acquisition and transaction expenses
|
7,130
|
2,442
|
13,172
|
9,297
|
||||||||||||
|
Management fees and incentive allocation to affiliate
|
3,845
|
4,591
|
11,948
|
14,113
|
||||||||||||
|
Depreciation and amortization
|
53,368
|
42,626
|
145,274
|
126,543
|
||||||||||||
|
Asset impairment
|
859
|
3,915
|
3,048
|
14,391
|
||||||||||||
|
Interest expense
|
54,500
|
26,904
|
124,994
|
71,559
|
||||||||||||
|
Total expenses
|
176,917
|
107,847
|
419,738
|
330,339
|
||||||||||||
|
Other income (expense)
|
||||||||||||||||
|
Equity in losses of unconsolidated entities
|
(4,082
|
)
|
(2,501
|
)
|
(9,860
|
)
|
(5,445
|
)
|
||||||||
|
Gain (loss) on sale of assets, net
|
12,685
|
(1,114
|
)
|
17,483
|
(2,165
|
)
|
||||||||||
|
Loss on extinguishment of debt
|
—
|
—
|
(3,254
|
)
|
(4,724
|
)
|
||||||||||
|
Interest income
|
483
|
58
|
1,222
|
121
|
||||||||||||
|
Other (expense) income
|
(8,068
|
)
|
—
|
(8,771
|
)
|
32
|
||||||||||
|
Total other income (expense)
|
1,018
|
(3,557
|
)
|
(3,180
|
)
|
(12,181
|
)
|
|||||||||
|
Loss from continuing operations before income taxes
|
(39,937
|
)
|
(27,695
|
)
|
(112,892
|
)
|
(51,662
|
)
|
||||||||
|
Benefit from income taxes
|
(494
|
)
|
(2,486
|
)
|
(1,965
|
)
|
(6,334
|
)
|
||||||||
|
Net loss from continuing operations
|
(39,443
|
)
|
(25,209
|
)
|
(110,927
|
)
|
(45,328
|
)
|
||||||||
|
Net income from discontinued operations, net of income taxes
|
—
|
—
|
—
|
1,331
|
||||||||||||
|
Net loss
|
(39,443
|
)
|
(25,209
|
)
|
(110,927
|
)
|
(43,997
|
)
|
||||||||
|
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
|
(7,363
|
)
|
(3,876
|
)
|
(18,949
|
)
|
(12,724
|
)
|
||||||||
|
Less: Dividends on preferred shares
|
6,791
|
4,625
|
17,967
|
13,243
|
||||||||||||
|
Net loss attributable to shareholders
|
$
|
(38,871
|
)
|
$
|
(25,958
|
)
|
$
|
(109,945
|
)
|
$
|
(44,516
|
)
|
||||
|
(Loss) earnings per share:
|
||||||||||||||||
|
Basic
|
||||||||||||||||
|
Continuing operations
|
$
|
(0.44
|
)
|
$
|
(0.30
|
)
|
$
|
(1.27
|
)
|
$
|
(0.53
|
)
|
||||
|
Discontinued operations
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.02
|
||||||||
|
Diluted
|
||||||||||||||||
|
Continuing operations
|
$
|
(0.44
|
)
|
$
|
(0.30
|
)
|
$
|
(1.27
|
)
|
$
|
(0.53
|
)
|
||||
|
Discontinued operations
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.02
|
||||||||
|
Weighted average shares outstanding:
|
||||||||||||||||
|
Basic
|
88,277,897
|
86,022,302
|
86,787,072
|
86,013,485
|
||||||||||||
|
Diluted
|
88,277,897
|
86,022,302
|
86,787,072
|
86,013,485
|
||||||||||||
5
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except per share data)
|
(Unaudited)
September 30, 2021
|
December 31, 2020
|
|||||||
|
Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
176,052
|
$
|
121,703
|
||||
|
Restricted cash
|
283,398
|
39,715
|
||||||
|
Accounts receivable, net
|
205,680
|
91,691
|
||||||
|
Leasing equipment, net
|
1,696,594
|
1,635,259
|
||||||
|
Operating lease right-of-use assets, net
|
74,643
|
62,355
|
||||||
|
Finance leases, net
|
13,795
|
6,927
|
||||||
|
Property, plant, and equipment, net
|
1,527,770
|
964,363
|
||||||
|
Investments
|
110,963
|
146,515
|
||||||
|
Intangible assets, net
|
80,737
|
18,786
|
||||||
|
Goodwill
|
239,941
|
122,735
|
||||||
|
Other assets
|
272,944
|
177,928
|
||||||
|
Total assets
|
$
|
4,682,517
|
$
|
3,387,977
|
||||
|
Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
213,441
|
$
|
113,185
|
||||
|
Debt, net
|
2,983,989
|
1,904,762
|
||||||
|
Maintenance deposits
|
100,700
|
148,293
|
||||||
|
Security deposits
|
35,167
|
37,064
|
||||||
|
Operating lease liabilities
|
74,134
|
62,001
|
||||||
|
Other liabilities
|
71,044
|
23,351
|
||||||
|
Total liabilities
|
$
|
3,478,475
|
$
|
2,288,656
|
||||
|
Commitments and contingencies
|
||||||||
|
Equity
|
||||||||
|
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 97,896,522 and 85,617,146 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)
|
$
|
979
|
$
|
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 September 30, 2021 and December 31, 2020, respectively)
|
133
|
91
|
||||||
|
Additional paid in capital
|
1,420,247
|
1,130,106
|
||||||
|
Accumulated deficit
|
(120,136
|
)
|
(28,158
|
)
|
||||
|
Accumulated other comprehensive loss
|
(103,755
|
)
|
(26,237
|
)
|
||||
|
Shareholders' equity
|
1,197,468
|
1,076,658
|
||||||
|
Non-controlling interest in equity of consolidated subsidiaries
|
6,574
|
22,663
|
||||||
|
Total equity
|
1,204,042
|
1,099,321
|
||||||
|
Total liabilities and equity
|
$
|
4,682,517
|
$
|
3,387,977
|
||||
6
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
|
Nine Months Ended September 30,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(110,927
|
)
|
$
|
(43,997
|
)
|
||
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||
|
Equity in losses of unconsolidated entities
|
9,860
|
5,445
|
||||||
|
Gain on sale of subsidiaries
|
—
|
(1,331
|
)
|
|||||
|
(Gain) loss on sale of assets, net
|
(17,483
|
)
|
2,165
|
|||||
|
Security deposits and maintenance claims included in earnings
|
(30,866
|
)
|
(12,275
|
)
|
||||
|
Loss on extinguishment of debt
|
3,254
|
4,724
|
||||||
|
Equity-based compensation
|
3,281
|
1,323
|
||||||
|
Depreciation and amortization
|
145,274
|
126,543
|
||||||
|
Asset impairment
|
3,048
|
14,391
|
||||||
|
Deferred taxes
|
(2,311
|
)
|
(7,374
|
)
|
||||
|
Change in fair value of non-hedge derivative
|
(1,979
|
)
|
181
|
|||||
|
Amortization of lease intangibles and incentives
|
21,348
|
23,394
|
||||||
|
Amortization of deferred financing costs
|
18,853
|
6,156
|
||||||
|
Bad debt expense, net
|
817
|
1,997
|
||||||
|
Other
|
(240
|
)
|
1,152
|
|||||
|
Change in:
|
||||||||
|
Accounts receivable
|
(100,821
|
)
|
(43,014
|
)
|
||||
|
Other assets
|
(34,499
|
)
|
1,253
|
|||||
|
Accounts payable and accrued liabilities
|
71,285
|
(32,415
|
)
|
|||||
|
Management fees payable to affiliate
|
(844
|
)
|
(20,965
|
)
|
||||
|
Other liabilities
|
2,242
|
1,040
|
||||||
|
Net cash (used in) provided by operating activities
|
(20,708
|
)
|
28,393
|
|||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in unconsolidated entities
|
(54,499
|
)
|
(4,407
|
)
|
||||
|
Principal collections on finance leases
|
1,707
|
7,001
|
||||||
|
Acquisition of business, net of cash acquired
|
(627,399
|
)
|
—
|
|||||
|
Acquisition of leasing equipment
|
(299,564
|
)
|
(252,859
|
)
|
||||
|
Acquisition of property, plant and equipment
|
(109,405
|
)
|
(209,662
|
)
|
||||
|
Acquisition of lease intangibles
|
(7,403
|
)
|
1,997
|
|||||
|
Purchase deposits for acquisitions
|
(13,790
|
)
|
(5,320
|
)
|
||||
|
Proceeds from sale of leasing equipment
|
78,463
|
53,707
|
||||||
|
Proceeds from deposit on sale of aircraft and engine
|
600
|
—
|
||||||
|
Return of deposit on sale of engine
|
1,010
|
2,350
|
||||||
|
Net cash used in investing activities
|
$
|
(1,030,280
|
)
|
$
|
(407,193
|
)
|
||
7
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
|
Nine Months Ended September 30,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from debt
|
$
|
2,553,600
|
$
|
883,981
|
||||
|
Repayment of debt
|
(1,452,704
|
)
|
(495,991
|
)
|
||||
|
Payment of deferred financing costs
|
(45,123
|
)
|
(20,416
|
)
|
||||
|
Receipt of security deposits
|
1,390
|
1,564
|
||||||
|
Return of security deposits
|
(1,034
|
)
|
(3,815
|
)
|
||||
|
Receipt of maintenance deposits
|
23,075
|
25,102
|
||||||
|
Release of maintenance deposits
|
(19,615
|
)
|
(12,429
|
)
|
||||
|
Proceeds from issuance of common shares, net of underwriter's discount
|
291,822
|
—
|
||||||
|
Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs
|
101,201
|
20,223
|
||||||
|
Purchase of non-controlling interest
|
—
|
(110
|
)
|
|||||
|
Settlement of equity-based compensation
|
(421
|
)
|
—
|
|||||
|
Cash dividends - common shares
|
(85,204
|
)
|
(85,177
|
)
|
||||
|
Cash dividends - preferred shares
|
(17,967
|
)
|
(13,243
|
)
|
||||
|
Net cash provided by financing activities
|
$
|
1,349,020
|
$
|
299,689
|
||||
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
298,032
|
(79,111
|
)
|
|||||
|
Cash and cash equivalents and restricted cash, beginning of period
|
161,418
|
242,517
|
||||||
|
Cash and cash equivalents and restricted cash, end of period
|
$
|
459,450
|
$
|
163,406
|
||||
8
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 nine months ended September 30, 2021 and 2020:
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
(in thousands)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Net loss attributable to shareholders from continuing operations
|
$
|
(38,871
|
)
|
$
|
(25,958
|
)
|
$
|
(109,945
|
)
|
$
|
(45,847
|
)
|
||||
|
Add: Benefit from income taxes
|
(494
|
)
|
(2,486
|
)
|
(1,965
|
)
|
(6,334
|
)
|
||||||||
|
Add: Equity-based compensation expense
|
728
|
621
|
3,281
|
1,323
|
||||||||||||
|
Add: Acquisition and transaction expenses
|
7,130
|
2,442
|
13,172
|
9,297
|
||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
—
|
3,254
|
4,724
|
||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
4,594
|
—
|
(1,979
|
)
|
181
|
|||||||||||
|
Add: Asset impairment charges
|
859
|
3,915
|
3,048
|
14,391
|
||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
||||||||||||
|
Add: Depreciation and amortization expense (1)
|
59,811
|
52,532
|
166,622
|
149,937
|
||||||||||||
|
Add: Interest expense
|
54,500
|
26,904
|
124,994
|
71,559
|
||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
|
7,470
|
120
|
9,861
|
(167
|
)
|
|||||||||||
|
Less: Equity in losses of unconsolidated entities
|
4,082
|
2,501
|
9,860
|
5,445
|
||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA (3)
|
(3,420
|
)
|
(1,955
|
)
|
(8,706
|
)
|
(7,406
|
)
|
||||||||
|
Adjusted EBITDA (non-GAAP)
|
$
|
96,389
|
$
|
58,636
|
$
|
211,497
|
$
|
197,103
|
||||||||
|
(1)
|
Includes the following items for the three months ended September 30, 2021 and 2020: (i) depreciation and amortization expense of $53,368 and $42,626, (ii) lease intangible amortization of $1,266 and $953 and
(iii) amortization for lease incentives of $5,177 and $8,953, respectively. Includes the following items for the nine months ended September 30, 2021 and 2020: (i) depreciation and amortization expense of $145,274 and $126,543, (ii) lease
intangible amortization of $3,216 and $3,016 and (iii) amortization for lease incentives of $18,132 and $20,378, respectively.
|
|
(2)
|
Includes the following items for the three months ended September 30, 2021 and 2020: (i) net income of $(4,163) and $(2,590), (ii) interest expense of $300 and $367, (iii) depreciation and amortization expense
of $3,009 and $1,389, (iv) acquisition and transaction expenses of $0 and $(79), (v) changes in fair value of non-hedge derivative instruments of $8,324 and $1,033 respectively. Includes the following items for the nine months ended September
30, 2021 and 2020: (i) net loss of $(10,336) and $(5,593), (ii) interest expense of $827 and $848, (iii) depreciation and amortization expense of $6,821 and $3,797, (iv) acquisition and transaction expenses of $0 and $533, (v) changes in fair
value of non-hedge derivative instruments of $12,525 and $248 and (vi) asset impairment of $24 and $0, respectively.
|
|
(3)
|
Includes the following items for the three months ended September 30, 2021 and 2020: (i) equity-based compensation of $130 and $97, (ii) provision for income taxes of $10 and $1, (iii) interest expense of $927
and $322, (iv) depreciation and amortization expense of $2,194 and $1,535 and (v) changes in fair value of non-hedge derivative instruments of $159 and $0, respectively. Includes the following items for the nine months ended September 30,
2021 and 2020: (i) equity based compensation of $620 and $196, (ii) provision for income taxes of $36 and $44, (iii) interest expense of $1,940 and $1,553, (iv) depreciation and amortization expense of $6,177 and $4,583, (v) changes in fair
value of non-hedge derivative instruments of $(67) and $38 and (vi) loss on extinguishment of debt of $0 and $992, respectively.
|
9
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 nine months ended September 30, 2021 and 2020:
|
Nine Months Ended September 30,
|
||||||||
|
(in thousands)
|
2021
|
2020
|
||||||
|
Net Cash (Used in) Provided by Operating Activities
|
$
|
(20,708
|
)
|
$
|
28,393
|
|||
|
Add: Principal Collections on Finance Leases
|
1,707
|
7,001
|
||||||
|
Add: Proceeds from Sale of Assets
|
78,463
|
53,707
|
||||||
|
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
|
62,637
|
94,101
|
||||||
|
Funds Available for Distribution (FAD)
|
$
|
122,099
|
$
|
183,202
|
||||
|
(1)
|
Required payments on debt obligations for the nine months ended September 30, 2021 exclude repayments of $650,000 for the Bridge Loans, $400,000 for the Revolving Credit Facility and $402,704 for the Senior
Notes due 2022 and for the nine months ended September 30, 2020 exclude repayments of $220,000 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.
|
The following table sets forth a reconciliation of FAD to Net Cash Provided by Operating Activities for the three months ended September 30, 2021:
|
Three Months Ended September 30, 2021
|
||||||||||||||||
|
(in thousands)
|
Equipment
Leasing
|
Infrastructure
|
Corporate and
Other
|
Total
|
||||||||||||
|
Funds Available for Distribution (FAD)
|
$
|
90,477
|
$
|
(170
|
)
|
$
|
(50,956
|
)
|
$
|
39,351
|
||||||
|
Less: Principal Collections on Finance Leases
|
(438
|
)
|
||||||||||||||
|
Less: Proceeds from Sale of Assets
|
(21,308
|
)
|
||||||||||||||
|
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
|
25,611
|
|||||||||||||||
|
Net Cash Provided by Operating Activities
|
$
|
43,216
|
||||||||||||||
The following table sets forth a reconciliation of FAD to Net Cash Used in Operating Activities for the nine months ended September 30, 2021:
10
|
Nine Months Ended September 30, 2021
|
||||||||||||||||
|
(in thousands)
|
Equipment Leasing
|
Infrastructure
|
Corporate and
Other
|
Total
|
||||||||||||
|
Funds Available for Distribution (FAD)
|
$
|
267,289
|
$
|
(6,559
|
)
|
$
|
(138,631
|
)
|
$
|
122,099
|
||||||
|
Less: Principal Collections on Finance Leases
|
(1,707
|
)
|
||||||||||||||
|
Less: Proceeds from Sale of Assets
|
(78,463
|
)
|
||||||||||||||
|
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
|
(62,637
|
)
|
||||||||||||||
|
Net Cash Used in Operating Activities
|
$
|
(20,708
|
)
|
|||||||||||||
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.
11