UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2022
(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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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 )
798-6100
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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Introductory Note
As previously reported, on August 1, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI” or “Company”) completed the separation (the “Separation”) of FTAI Infrastructure Inc. (“FTAI Infrastructure”) from the Company in accordance with the Separation and
Distribution Agreement, dated as of August 1, 2022, between the Company and FTAI Infrastructure. Concurrently with the Separation, FTAI distributed all of the issued and outstanding shares of common stock of FTAI Infrastructure then owned by the
Company to the holders of record of shares of FTAI as of 5:00 p.m., New York City time, on July 21, 2022, the record date for the distribution, on a pro rata basis.
This Amendment No. 1 to Form 8-K amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 1,
2022 (the “Original Form 8-K”). The Original Form 8-K did not include the unaudited pro forma financial information of the Company reflecting the performance of the Company’s businesses after giving effect to the Separation. This Amendment No. 1
to the Original Form 8-K is being filed to, among other matters, include such pro forma financial information as required under Item 9.01(b) of Form 8-K.
| ITEM 9.01. |
Financial Statements and Exhibits.
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(b) The unaudited pro forma financial information of the Company, reflecting the performance of the Company’s business after giving effect to the
Separation, consisting of the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 and for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019 and the unaudited pro forma
consolidated balance sheet as of June 30, 2022, is filed as Exhibit 99.1 to this report and incorporated herein by reference.
(d) Exhibits
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Exhibit Number
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Description
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Unaudited pro forma consolidated financial statements of FTAI.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: August 5, 2022
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FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
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/s/ Joseph P. Adams, Jr.
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Joseph P. Adams, Jr.
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Chief Executive Officer
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Exhibit 99.1
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On July 12, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI”) announced that its Board of Directors approved the details and timing of the
spin-off of its infrastructure business (the “Separation and Distribution”). The spin-off establishes FTAI’s infrastructure business as an independent, publicly traded company called FTAI Infrastructure Inc. (“FTAI Infrastructure”). The spin-off
was effected as a pro rata distribution of all of the shares owned by FTAI of common stock of FTAI Infrastructure, a majority-owned subsidiary of FTAI, to the holders of FTAI common shares. The distribution occurred on August 1, 2022.
FTAI Infrastructure is an entity taxed as a corporation for U.S. federal income tax purposes and holds, among other things, the (i) Jefferson Terminal business, a
multi-modal crude oil and refined products terminal in Beaumont, Texas, (ii) Repauno business, a deep-water port located along the Delaware River with an underground storage cavern and multiple industrial development opportunities, (iii) Long Ridge
investment, an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant in operation, and (iv) Transtar business, five freight railroads and one
switching company that provide rail service to certain manufacturing and production facilities. FTAI Infrastructure also retained all related project-level debt of those entities. In connection with the closing of the spin-off, FTAI Infrastructure
issued $300.0 million of preferred stock and warrants and $500.0 million of senior secured indebtedness, and remitted $730.3 million in proceeds, which reflects the amounts raised, primarily net of related discounts, fees and expenses, to FTAI as
part of the separation. FTAI used the proceeds received from FTAI Infrastructure to repay all outstanding borrowings under its 2021 bridge loans, $200.0 million of its 6.50% senior unsecured notes due 2025, and approximately $175.0 million of the
outstanding borrowings under its revolving credit facility. FTAI retained the aviation business and certain other assets, and FTAI’s remaining outstanding corporate indebtedness.
The following unaudited pro forma consolidated financial statements have been prepared to illustrate the effects of the spin-off of FTAI Infrastructure from FTAI. The
unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 and the years ended December 31, 2021, December 31, 2020 and December 31, 2019 reflect the results of operations as if the Separation and Distribution
had occurred on January 1, 2019. The unaudited pro forma consolidated balance sheet as of June 30, 2022 assumes that the Separation and Distribution occurred as of June 30, 2022. The unaudited pro forma consolidated financial information should be
read together with the Company’s historical consolidated financial statements and accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the
fiscal year ended December 31, 2021, and in its quarterly report on Form 10-Q for the periods ended June 30, 2022.
The unaudited pro forma consolidated financial statements are presented based on information currently available, are intended for informational purposes, are not
intended to represent what the Company’s consolidated statements of operations and balance sheet actually would have been had the Separation and Distribution occurred on the dates indicated above and do not reflect all actions that may be
undertaken by the Company after the disposition of FTAI Infrastructure. In addition, the unaudited pro forma consolidated financial statements are not necessarily indicative of the Company’s results of operations and financial position for any
future period.
The “Historical FTAI (as reported)” column in the unaudited pro forma consolidated financial statements reflects the Company’s historical consolidated financial
statements for the periods presented and does not reflect any adjustments related to the Separation and Distribution or related transactions.
The information in the “Discontinued Operations” column in the unaudited pro forma consolidated statements of operations was derived from the Company’s consolidated
financial statements and related accounting records for the six months ended June 30, 2022 and the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, and reflects the operating results of, and costs to separate, FTAI
Infrastructure. Discontinued Operations does not include any allocation of general corporate overhead expenses of the Company to FTAI Infrastructure. The information in the “Discontinued Operations” column in the unaudited pro forma consolidated
balance sheet was derived from the Company’s consolidated financial statements and the related accounting records as of June 30, 2022, adjusted to include certain assets and liabilities that will be transferred to FTAI Infrastructure pursuant to
the Separation and Distribution agreement. Discontinued Operations does not reflect what FTAI Infrastructure’s results of operations would have been on a stand-alone basis and are not indicative of future results of operations. Beginning in the
third quarter of 2022 and for all comparative periods presented, FTAI Infrastructure’s historical financial results for periods prior to the Separation and Distribution will be reflected in the Company’s consolidated financial statements as
discontinued operations.
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2022
(in thousands, except share and per share amounts)
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Historical
FTAI
(As reported)
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Discontinued Operations
(a)
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Pro Forma Adjustments
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Notes
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Pro Forma
FTAI
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Revenues
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Equipment leasing revenues
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203,755
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-
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-
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203,755
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Infrastructure revenues
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112,016
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(112,016
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)
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-
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-
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Total revenues
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315,771
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(112,016
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)
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-
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203,755
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Expenses
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Operating expenses
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192,920
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(87,925
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)
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-
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104,995
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General and administrative
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10,695
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(2,228
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-
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8,467
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Acquisition and transaction expenses
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15,650
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(10,158
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-
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5,492
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Management fees and incentive allocation to affiliate
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7,226
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(7,226
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462
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(c)
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462
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Depreciation and amortization
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114,923
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(34,315
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-
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80,608
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Asset impairment
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123,676
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-
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-
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123,676
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Interest expense
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104,971
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(12,945
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)
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(20,221
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(b)
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71,805
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Total expenses
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570,061
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(154,797
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(19,759
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395,505
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Other (expense) income
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Equity in (losses) earnings of unconsolidated entities
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(37,836
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)
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38,069
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-
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233
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Gain on sale of assets, net
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79,933
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-
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-
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79,933
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Interest income
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1,246
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-
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-
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1,246
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Other expense
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(2,055
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)
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2,055
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-
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-
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Total other (expense) income
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41,288
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40,124
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-
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81,412
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Loss before income taxes
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(213,002
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)
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82,905
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19,759
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(110,338
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)
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Provision for income taxes
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6,897
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(3,729
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)
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-
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3,168
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Net loss
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(219,899
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)
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86,634
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19,759
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(113,506
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)
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Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
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(15,946
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)
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15,946
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-
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-
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Less: Dividends on preferred shares
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13,582
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-
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-
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13,582
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Net loss attributable to shareholders
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(217,535
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)
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70,688
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19,759
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(127,088
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)
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Loss per share:
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Basic
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(2.19
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(1.28
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)
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Diluted
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(2.19
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(1.28
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Weighted average shares outstanding:
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Basic
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99,367,597
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99,367,597
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Diluted
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99,367,597
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99,367,597
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See Notes to Unaudited Pro Forma Consolidated Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2021
(in thousands, except share and per share amounts)
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Historical
FTAI
(As reported)
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Discontinued Operations
(a)
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Pro Forma Adjustments
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Notes
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Pro Forma
FTAI
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|||||||||||||
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Revenues
|
|||||||||||||||||
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Equipment leasing revenues
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335,583
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-
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-
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335,583
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|||||||||||||
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Infrastructure revenues
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120,219
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(120,219
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)
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-
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-
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||||||||||||
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Total revenues
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455,802
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(120,219
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)
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-
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335,583
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||||||||||||
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Expenses
|
|||||||||||||||||
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Operating expenses
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172,464
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(98,541
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)
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-
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73,923
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||||||||||||
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General and administrative
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17,409
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(3,961
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)
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-
|
13,448
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||||||||||||
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Acquisition and transaction expenses
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21,941
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(4,030
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)
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-
|
17,911
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||||||||||||
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Management fees and incentive allocation to affiliate
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16,322
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(15,638
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)
|
239
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(c)
|
923
|
|||||||||||
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Depreciation and amortization
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201,756
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(54,016
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)
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-
|
147,740
|
||||||||||||
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Asset impairment
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10,463
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-
|
-
|
10,463
|
|||||||||||||
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Interest expense
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171,036
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(16,019
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)
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(14,267
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)
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(b)
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140,750
|
||||||||||
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Total expenses
|
611,391
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(192,205
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)
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(14,028
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)
|
405,158
|
|||||||||||
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Other (expense) income
|
|||||||||||||||||
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Equity in (losses) earnings of unconsolidated entities
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(12,734
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)
|
11,331
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-
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(1,403
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)
|
|||||||||||
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Gain on sale of assets, net
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49,031
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(16
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)
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-
|
49,015
|
||||||||||||
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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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Interest income
|
1,711
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(318
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)
|
-
|
1,393
|
||||||||||||
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Other expense
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(10,928
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)
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9,248
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-
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(1,680
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)
|
|||||||||||
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Total other income
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23,826
|
20,245
|
-
|
44,071
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|||||||||||||
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Loss before income taxes
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(131,763
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)
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92,231
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14,028
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(25,504
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)
|
|||||||||||
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(Benefit from) provision for income taxes
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(1,057
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)
|
4,183
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-
|
3,126
|
||||||||||||
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Net loss
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(130,706
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)
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88,048
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14,028
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(28,630
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)
|
|||||||||||
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Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
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(26,472
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)
|
26,472
|
-
|
-
|
||||||||||||
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Less: Dividends on preferred shares
|
24,758
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-
|
-
|
24,758
|
|||||||||||||
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Net loss attributable to shareholders
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(128,992
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)
|
61,576
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14,028
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(53,388
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)
|
|||||||||||
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Loss per share:
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|||||||||||||||||
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Basic
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(1.43
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)
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(0.59
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)
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|||||||||||||
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Diluted
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(1.43
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)
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(0.59
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)
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|||||||||||||
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Weighted average shares outstanding:
|
|||||||||||||||||
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Basic
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89,922,088
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89,922,088
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|||||||||||||||
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Diluted
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89,922,088
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89,922,088
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See Notes to Unaudited Pro Forma Consolidated Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share amounts)
|
Historical
FTAI
(As reported)
|
Discontinued Operations
(a)
|
Pro Forma Adjustments
|
Notes
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Pro Forma
FTAI
|
|||||||||||||
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Revenues
|
|||||||||||||||||
|
Equipment leasing revenues
|
297,934
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-
|
-
|
297,934
|
|||||||||||||
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Infrastructure revenues
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68,562
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(68,562
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)
|
-
|
-
|
||||||||||||
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Total revenues
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366,496
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(68,562
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)
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-
|
297,934
|
||||||||||||
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Expenses
|
|||||||||||||||||
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Operating expenses
|
109,512
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(69,391
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)
|
-
|
40,121
|
||||||||||||
|
General and administrative
|
18,159
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(4,053
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)
|
-
|
14,106
|
||||||||||||
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Acquisition and transaction expenses
|
9,868
|
-
|
-
|
9,868
|
|||||||||||||
|
Management fees and incentive allocation to affiliate
|
18,519
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(13,073
|
)
|
-
|
5,446
|
||||||||||||
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Depreciation and amortization
|
172,400
|
(31,114
|
)
|
-
|
141,286
|
||||||||||||
|
Asset impairment
|
33,978
|
-
|
-
|
33,978
|
|||||||||||||
|
Interest expense
|
98,206
|
(10,764
|
)
|
(13,832
|
)
|
(b)
|
73,610
|
||||||||||
|
Total expenses
|
460,642
|
(128,395
|
)
|
(13,832
|
)
|
318,415
|
|||||||||||
|
Other (expense) income
|
|||||||||||||||||
|
Equity in losses of unconsolidated entities
|
(5,039
|
)
|
3,107
|
-
|
(1,932
|
)
|
|||||||||||
|
Loss on sale of assets, net
|
(308
|
)
|
8
|
-
|
(300
|
)
|
|||||||||||
|
Loss on extinguishment of debt
|
(11,667
|
)
|
4,724
|
-
|
(6,943
|
)
|
|||||||||||
|
Interest income
|
162
|
(22
|
)
|
-
|
140
|
||||||||||||
|
Other income
|
70
|
(70
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)
|
-
|
-
|
||||||||||||
|
Total other expense
|
(16,782
|
)
|
7,747
|
-
|
(9,035
|
)
|
|||||||||||
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Loss from continuing operations before income taxes
|
(110,928
|
)
|
67,580
|
13,832
|
(29,516
|
)
|
|||||||||||
|
Benefit from income taxes
|
(5,905
|
)
|
1,562
|
-
|
(4,343
|
)
|
|||||||||||
|
Net loss from continuing operations
|
(105,023
|
)
|
66,018
|
13,832
|
(25,173
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)
|
|||||||||||
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Net income from discontinued operations, net of income taxes
|
1,331
|
-
|
-
|
1,331
|
|||||||||||||
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Net loss
|
(103,692
|
)
|
66,018
|
13,832
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(23,842
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)
|
|||||||||||
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Less: Net loss attributable to non-controlling interests in consolidated subsidiaries from continuing operations
|
(16,522
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)
|
16,522
|
-
|
-
|
||||||||||||
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Less: Dividends on preferred shares
|
17,869
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-
|
-
|
17,869
|
|||||||||||||
|
Net loss attributable to shareholders
|
(105,039
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)
|
49,496
|
13,832
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(41,711
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)
|
|||||||||||
|
Loss per share:
|
|||||||||||||||||
|
Basic
|
|||||||||||||||||
|
Continuing operations
|
(1.24
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)
|
(0.50
|
)
|
|||||||||||||
|
Discontinued operations
|
0.02
|
0.02
|
|||||||||||||||
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Diluted
|
|||||||||||||||||
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Continuing operations
|
(1.24
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)
|
(0.50
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)
|
|||||||||||||
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Discontinued operations
|
0.02
|
0.02
|
|||||||||||||||
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Weighted average shares outstanding:
|
|||||||||||||||||
|
Basic
|
86,015,702
|
86,015,702
|
|||||||||||||||
|
Diluted
|
86,015,702
|
86,015,702
|
|||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share amounts)
|
Historical
FTAI
(As reported)
|
Discontinued Operations
(a)
|
Pro Forma Adjustments
|
Notes
|
Pro Forma
FTAI
|
|||||||||||||
|
Revenues
|
|||||||||||||||||
|
Equipment leasing revenues
|
349,322
|
-
|
-
|
349,322
|
|||||||||||||
|
Infrastructure revenues
|
229,452
|
(229,452
|
)
|
-
|
-
|
||||||||||||
|
Total revenues
|
578,774
|
(229,452
|
)
|
-
|
349,322
|
||||||||||||
|
Expenses
|
|||||||||||||||||
|
Operating expenses
|
291,572
|
(260,909
|
)
|
-
|
30,663
|
||||||||||||
|
General and administrative
|
16,905
|
(3,747
|
)
|
-
|
13,158
|
||||||||||||
|
Acquisition and transaction expenses
|
17,623
|
-
|
-
|
17,623
|
|||||||||||||
|
Management fees and incentive allocation to affiliate
|
36,059
|
(16,541
|
)
|
-
|
19,518
|
||||||||||||
|
Depreciation and amortization
|
169,023
|
(33,128
|
)
|
-
|
135,895
|
||||||||||||
|
Asset impairment
|
4,726
|
(4,726
|
)
|
-
|
-
|
||||||||||||
|
Interest expense
|
95,585
|
(17,907
|
)
|
(13,775
|
)
|
(b)
|
63,903
|
||||||||||
|
Total expenses
|
631,493
|
(336,958
|
)
|
(13,775
|
)
|
280,760
|
|||||||||||
|
Other (expense) income
|
|||||||||||||||||
|
Equity in losses of unconsolidated entities
|
(2,375
|
)
|
546
|
-
|
(1,829
|
)
|
|||||||||||
|
Gain on sale of assets, net
|
203,250
|
(121,296
|
)
|
-
|
81,954
|
||||||||||||
|
Interest income
|
531
|
(414
|
)
|
-
|
117
|
||||||||||||
|
Other income
|
3,445
|
(2,443
|
)
|
-
|
1,002
|
||||||||||||
|
Total other income
|
204,851
|
(123,607
|
)
|
-
|
81,244
|
||||||||||||
|
Income from continuing operations before income taxes
|
152,132
|
(16,101
|
)
|
13,775
|
149,806
|
||||||||||||
|
Provision for income taxes
|
17,810
|
(12,779
|
)
|
-
|
5,031
|
||||||||||||
|
Net income from continuing operations
|
134,322
|
(3,322
|
)
|
13,775
|
144,775
|
||||||||||||
|
Net income from discontinued operations, net of income taxes
|
73,462
|
-
|
73,462
|
||||||||||||||
|
Net income
|
207,784
|
(3,322
|
)
|
13,775
|
218,237
|
||||||||||||
|
Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries:
|
|||||||||||||||||
|
Continuing operations
|
(17,571
|
)
|
17,571
|
-
|
-
|
||||||||||||
|
Discontinued operations
|
247
|
-
|
-
|
247
|
|||||||||||||
|
Less: Dividends on preferred shares
|
1,838
|
-
|
-
|
1,838
|
|||||||||||||
|
Net income attributable to shareholders
|
223,270
|
(20,893
|
)
|
13,775
|
216,152
|
||||||||||||
|
Earnings per share:
|
|||||||||||||||||
|
Basic
|
|||||||||||||||||
|
Continuing operations
|
1.74
|
1.66
|
|||||||||||||||
|
Discontinued operations
|
0.85
|
0.85
|
|||||||||||||||
|
Diluted
|
|||||||||||||||||
|
Continuing operations
|
1.74
|
1.66
|
|||||||||||||||
|
Discontinued operations
|
0.85
|
0.85
|
|||||||||||||||
|
Weighted average shares outstanding:
|
|||||||||||||||||
|
Basic
|
85,992,019
|
85,992,019
|
|||||||||||||||
|
Diluted
|
86,029,363
|
86,029,363
|
|||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2022
(in thousands, except share and per share amounts)
|
Historical
FTAI
(As reported)
|
Discontinued Operations
(a)
|
Pro Forma
Adjustments
|
Notes
|
Pro Forma
FTAI
|
|||||||||||||
|
Assets
|
|||||||||||||||||
|
Cash and cash equivalents
|
118,854
|
(68,469
|
)
|
-
|
50,385
|
||||||||||||
|
Restricted cash
|
177,951
|
(177,951
|
)
|
-
|
-
|
||||||||||||
|
Accounts receivable, net
|
166,562
|
(88,573
|
)
|
-
|
77,989
|
||||||||||||
|
Leasing equipment, net
|
1,844,095
|
(35,459
|
)
|
-
|
1,808,636
|
||||||||||||
|
Operating lease right-of-use assets, net
|
73,549
|
(70,148
|
)
|
-
|
3,401
|
||||||||||||
|
Property, plant, and equipment, net
|
1,642,536
|
(1,598,982
|
)
|
-
|
43,554
|
||||||||||||
|
Investments
|
99,543
|
(76,905
|
)
|
-
|
22,638
|
||||||||||||
|
Intangible assets, net
|
95,845
|
(63,977
|
)
|
-
|
31,868
|
||||||||||||
|
Goodwill
|
262,819
|
(262,819
|
)
|
-
|
-
|
||||||||||||
|
Other assets
|
400,394
|
(116,946
|
)
|
-
|
283,448
|
||||||||||||
|
Total assets
|
4,882,148
|
(2,560,229
|
)
|
-
|
2,321,919
|
||||||||||||
|
Liabilities
|
|||||||||||||||||
|
Accounts payable and accrued liabilities
|
253,207
|
(162,096
|
)
|
(5,623
|
)
|
(c)
|
85,488
|
||||||||||
|
Debt, net
|
3,497,566
|
(729,410
|
)
|
(711,243
|
)
|
(c)
|
2,056,913
|
||||||||||
|
Maintenance deposits
|
58,553
|
-
|
-
|
58,553
|
|||||||||||||
|
Security deposits
|
27,761
|
-
|
-
|
27,761
|
|||||||||||||
|
Operating lease liabilities
|
72,140
|
(69,138
|
)
|
-
|
3,002
|
||||||||||||
|
Other liabilities
|
283,650
|
(255,392
|
)
|
-
|
28,258
|
||||||||||||
|
Total liabilities
|
4,192,877
|
(1,216,036
|
)
|
(716,866
|
)
|
2,259,975
|
|||||||||||
|
Equity
|
|||||||||||||||||
|
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,200,196 shares issued and outstanding as of June 30, 2022)
|
992
|
-
|
-
|
992
|
|||||||||||||
|
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 shares issued and outstanding as of June 30, 2022)
|
133
|
-
|
-
|
133
|
|||||||||||||
|
Additional paid in capital
|
1,332,968
|
(1,652,670
|
)
|
730,340
|
(c)
|
410,638
|
|||||||||||
| Accumulated deficit |
(336,345
|
)
|
-
|
(13,474
|
)
|
(d)
|
(349,819
|
)
|
|||||||||
|
Accumulated other comprehensive loss
|
(298,874
|
)
|
298,874
|
-
|
-
|
||||||||||||
|
Shareholders’ equity
|
698,874
|
(1,353,796
|
)
|
716,866
|
61,944
|
||||||||||||
|
Non-controlling interest in equity of consolidated subsidiaries
|
(9,603
|
)
|
9,603
|
-
|
-
|
||||||||||||
|
Total equity
|
689,271
|
(1,344,193
|
)
|
716,866
|
61,944
|
||||||||||||
|
Total liabilities and equity
|
4,882,148
|
(2,560,229
|
)
|
-
|
2,321,919
|
||||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Description of Pro Forma Adjustments
The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 and the years ended December 31,
2021, December 31, 2020 and December 31, 2019, and the unaudited pro forma consolidated balance sheet as of June 30, 2022 include the following adjustments:
| (a) |
Reflects the discontinued operations of FTAI Infrastructure, including the associated assets, liabilities, equity and results of operations and the non-recurring costs, primarily consisting of
professional fees, that are directly related to the Separation and Distribution. Certain general corporate overhead expenses that were not specifically related to FTAI Infrastructure were excluded, as they did not meet the discontinued
operations criteria.
|
| (b) |
Reflects the reduction in interest expense of $20.2 million, $14.3 million, $13.8 million, and $13.8 million to give effect to the estimated repayment of debt described in (c) below for the six
months ended June 30, 2022 and the years ended December 31, 2021, 2020 and 2019, respectively.
|
| (c) |
Reflects the cash distribution from FTAI Infrastructure to FTAI in connection with the Separation and Distribution. FTAI Infrastructure has $300.0
million of preferred stock and $500.0 million aggregate principal amount of indebtedness. The Company received a dividend of $730.3 million in cash, the proceeds of the preferred stock and indebtedness, which reflects the amounts raised,
primarily net of related discounts, fees and expenses. The Company used the proceeds received from FTAI Infrastructure to repay certain of FTAI’s outstanding debt and related premiums and accrued interest, and wrote off unamortized
deferred financing costs of $13.5 million of the related debt facilities. The repayment of debt included all outstanding borrowings under its 2021 bridge loans, $200.0 million of its 6.50% senior unsecured notes due 2025, and
approximately $175.0 million of its outstanding borrowings under its revolving credit facility. The write-off of deferred financing costs has been reflected as an adjustment to retained earnings. The adjustment also reflects an increase
in management fees driven by an increase in total equity as a result of the debt repayment, in accordance with the management agreement.
|
| (d) |
Reflects the impact of the Company’s shareholders’ equity from the pro forma adjustment described in note (c).
|