Delaware
|
001-37386
|
32-0434238
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit
Number |
Description
|
|
99.1
|
Press release, dated August 2, 2016, issued by Fortress Transportation and Infrastructure Investors LLC
|
FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC |
|||
By:
|
/s/ Scott Christopher
|
||
Name:
|
Scott Christopher
|
||
Title:
|
Interim Chief Financial Officer and Chief
Accounting Officer |
||
Exhibit
Number |
Description
|
|
99.1
|
Press release, dated August 2, 2016, issued by Fortress Transportation and Infrastructure Investors LLC
|
(in thousands, except per share data)
|
||||
Selected Financial Results(1)
|
Q2’16
|
|||
Net Cash Provided by Operating Activities
|
$
|
4,789
|
||
Net Loss Attributable to Shareholders
|
$
|
(11,193
|
)
|
|
Basic and Diluted Loss per Share
|
$
|
(0.15
|
)
|
|
Funds Available for Distribution (“FAD”)
|
$
|
13,288
|
||
Adjusted Net Loss
|
$
|
(5,414
|
)
|
|
Adjusted Net Loss per Share
|
$
|
(0.07
|
)
|
|
Adjusted EBITDA
|
$
|
14,030
|
(1)
|
FAD and Adjusted EBITDA are non-GAAP measures. For definitions and reconciliations of Non-GAAP measures, please refer to the exhibit to this press release.
|
Distribution Components
|
||||
U.S. Long Term Capital Gain (1)
|
$
|
0.0000
|
||
Non-U.S. Long Term Capital Gain
|
$
|
0.0000
|
||
U.S. Portfolio Interest Income (2)
|
$
|
0.0950
|
||
U.S. Dividend Income (3)
|
$
|
0.0000
|
||
Income Not from U.S. Sources(4) / Return of Capital
|
$
|
0.2350
|
||
Distribution Per Share
|
$
|
0.3300
|
1)
|
U.S. Long Term Capital Gain realized on the sale of a United States Real Property Holding Corporation. As a result, the gain from the sale will be treated as income that is effectively connected with a U.S. trade or business.
|
2)
|
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.
|
3)
|
This income is subject to withholding under §1441 of the Code.
|
4)
|
This income is not subject to withholding under §1441 or §1446 of the Code.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues
|
||||||||||||||||
Equipment leasing revenues
|
$
|
22,351
|
$
|
22,633
|
$
|
41,926
|
$
|
45,671
|
||||||||
Infrastructure revenues
|
10,844
|
10,931
|
22,722
|
21,866
|
||||||||||||
Total revenues
|
33,195
|
33,564
|
64,648
|
67,537
|
||||||||||||
Expenses
|
||||||||||||||||
Operating expenses
|
17,551
|
17,600
|
31,909
|
32,319
|
||||||||||||
General and administrative
|
3,361
|
1,989
|
5,949
|
2,337
|
||||||||||||
Acquisition and transaction expenses
|
1,875
|
1,598
|
2,934
|
1,966
|
||||||||||||
Management fees and incentive allocation to affiliate
|
4,231
|
3,485
|
8,579
|
5,899
|
||||||||||||
Depreciation and amortization
|
14,701
|
10,765
|
27,918
|
21,327
|
||||||||||||
Interest expense
|
5,120
|
4,757
|
10,423
|
9,572
|
||||||||||||
Total expenses
|
46,839
|
40,194
|
87,712
|
73,420
|
||||||||||||
Other income (loss)
|
||||||||||||||||
Equity in earnings (losses) of unconsolidated entities
|
(259
|
)
|
1,225
|
(174
|
)
|
2,466
|
||||||||||
Gain on sale of equipment and finance leases, net
|
1,545
|
288
|
3,267
|
291
|
||||||||||||
Loss on extinguishment of debt
|
—
|
—
|
(1,579
|
)
|
—
|
|||||||||||
Asset impairment
|
(7,450
|
)
|
—
|
(7,450
|
)
|
—
|
||||||||||
Interest (expense) income
|
(128
|
)
|
116
|
(119
|
)
|
303
|
||||||||||
Other income (expense)
|
58
|
(3
|
)
|
98
|
(9
|
)
|
||||||||||
Total other (expense) income
|
(6,234
|
)
|
1,626
|
(5,957
|
)
|
3,051
|
||||||||||
Loss before income taxes
|
(19,878
|
)
|
(5,004
|
)
|
(29,021
|
)
|
(2,832
|
)
|
||||||||
Provision for income taxes
|
178
|
266
|
112
|
496
|
||||||||||||
Net loss
|
(20,056
|
)
|
(5,270
|
)
|
(29,133
|
)
|
(3,328
|
)
|
||||||||
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
|
(8,863
|
)
|
(4,433
|
)
|
(12,158
|
)
|
(7,939
|
)
|
||||||||
Net (loss) income attributable to shareholders
|
$
|
(11,193
|
)
|
$
|
(837
|
)
|
$
|
(16,975
|
)
|
$
|
4,611
|
|||||
Basic and Diluted (Loss) Earnings per Share
|
$
|
(0.15
|
)
|
$
|
(0.01
|
)
|
$
|
(0.22
|
)
|
$
|
0.08
|
|||||
Weighted Average Shares Outstanding - Basic
|
75,730,165
|
62,879,023
|
75,728,717
|
58,216,849
|
||||||||||||
Weighted Average Shares Outstanding - Diluted
|
75,730,165
|
62,879,023
|
75,728,717
|
58,216,918
|
June 30,
2016 |
December 31,
2015 |
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
276,208
|
$
|
381,703
|
||||
Restricted cash
|
69,614
|
21,610
|
||||||
Accounts receivable, net
|
18,827
|
14,466
|
||||||
Leasing equipment, net
|
679,734
|
636,681
|
||||||
Finance leases, net
|
9,928
|
82,521
|
||||||
Property, plant, and equipment, net
|
302,571
|
299,678
|
||||||
Investments in and advances to unconsolidated entities
|
9,976
|
10,675
|
||||||
Intangible assets, net
|
39,732
|
44,129
|
||||||
Goodwill
|
116,584
|
116,584
|
||||||
Other assets
|
51,378
|
36,758
|
||||||
Total assets
|
$
|
1,574,552
|
$
|
1,644,805
|
||||
Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
33,575
|
$
|
34,995
|
||||
Debt, net
|
262,908
|
266,221
|
||||||
Maintenance deposits
|
35,134
|
30,494
|
||||||
Security deposits
|
17,249
|
15,990
|
||||||
Other liabilities
|
10,738
|
6,419
|
||||||
Total liabilities
|
359,604
|
354,119
|
||||||
Equity
|
||||||||
Common Shares ($0.01 par value per share; 2,000,000,000 shares authorized; 75,730,165 and 75,718,183 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively)
|
757
|
757
|
||||||
Additional Paid in Capital
|
1,134,528
|
1,184,198
|
||||||
Accumulated Deficit
|
(35,744
|
)
|
(18,769
|
)
|
||||
Accumulated other comprehensive income
|
—
|
97
|
||||||
Shareholders’ equity
|
1,099,541
|
1,166,283
|
||||||
Non-controlling interest in equity of consolidated subsidiaries
|
115,407
|
124,403
|
||||||
Total equity
|
1,214,948
|
1,290,686
|
||||||
Total liabilities and equity
|
$
|
1,574,552
|
$
|
1,644,805
|
Six Months Ended June 30,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(29,133
|
)
|
$
|
(3,328
|
)
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Equity in earnings of unconsolidated entities
|
174
|
(2,466
|
)
|
|||||
Gain on sale of equipment
|
(3,267
|
)
|
(291
|
)
|
||||
Security deposits and maintenance claims included in earnings
|
(300
|
)
|
(1,120
|
)
|
||||
Loss on extinguishment of debt
|
1,579
|
—
|
||||||
Equity-based compensation
|
(3,846
|
)
|
2,600
|
|||||
Depreciation and amortization
|
27,918
|
21,327
|
||||||
Asset impairment
|
7,450
|
—
|
||||||
Change in current and deferred income taxes
|
(308
|
)
|
(14
|
)
|
||||
Change in fair value of non-hedge derivative
|
3
|
9
|
||||||
Amortization of lease intangibles and incentives
|
3,279
|
3,913
|
||||||
Amortization of deferred financing costs
|
1,249
|
733
|
||||||
Operating distributions from unconsolidated entities
|
30
|
604
|
||||||
Bad debt expense
|
55
|
159
|
||||||
Other
|
269
|
(159
|
)
|
|||||
Change in:
|
||||||||
Accounts receivable
|
(4,413
|
)
|
(3,926
|
)
|
||||
Other assets
|
(7,410
|
)
|
60
|
|||||
Accounts payable and accrued liabilities
|
4,603
|
(1,762
|
)
|
|||||
Management fees payable to affiliate
|
(152
|
)
|
(2,138
|
)
|
||||
Other liabilities
|
3,210
|
430
|
||||||
Net cash provided by operating activities
|
990
|
14,631
|
||||||
Cash flows from investing activities:
|
||||||||
Release of restricted cash
|
15,204
|
3,334
|
||||||
Payments to restricted cash
|
(21,882
|
)
|
—
|
|||||
Investment in notes receivable
|
(2,119
|
)
|
—
|
|||||
Principal collections on finance leases
|
2,302
|
6,142
|
||||||
Acquisition of leasing equipment
|
(83,714
|
)
|
(26,234
|
)
|
||||
Acquisition of property plant and equipment
|
(13,281
|
)
|
(70,621
|
)
|
||||
Acquisition of lease intangibles
|
(803
|
)
|
—
|
|||||
Purchase deposit for aircraft and aircraft engines
|
(500
|
)
|
(4,756
|
)
|
||||
Proceeds from sale of finance leases
|
71,000
|
—
|
||||||
Proceeds from sale of leasing equipment
|
15,905
|
1,500
|
||||||
Proceeds from sale of property, plant and equipment
|
78
|
125
|
||||||
Return of capital distributions from unconsolidated entities
|
432
|
1,284
|
||||||
Net cash used in investing activities
|
$
|
(17,378
|
)
|
$
|
(89,226
|
)
|
Six Months Ended June 30,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from financing activities:
|
||||||||
Proceeds from debt
|
$
|
108,658
|
$
|
200
|
||||
Repayment of debt
|
(153,721
|
)
|
(8,633
|
)
|
||||
Payment of deferred financing costs
|
(3,935
|
)
|
—
|
|||||
Receipt of security deposits
|
1,997
|
1,025
|
||||||
Return of security deposits
|
(316
|
)
|
(219
|
)
|
||||
Receipt of maintenance deposits
|
6,637
|
4,330
|
||||||
Release of maintenance deposits
|
(5,653
|
)
|
(5,842
|
)
|
||||
Proceeds from issuance of common shares, net of underwriter’s discount
|
—
|
354,057
|
||||||
Common shares issuance costs
|
—
|
(1,711
|
)
|
|||||
Capital contributions from shareholders
|
—
|
295,879
|
||||||
Capital distributions to shareholders
|
—
|
(44,917
|
)
|
|||||
Capital contributions from non-controlling interests
|
7,433
|
29,869
|
||||||
Capital distributions to non-controlling interests
|
—
|
(254
|
)
|
|||||
Settlement of equity-based compensation
|
(200
|
)
|
—
|
|||||
Cash dividends
|
(50,007
|
)
|
—
|
|||||
Net cash (used in) provided by financing activities
|
$
|
(89,107
|
)
|
$
|
623,784
|
|||
Net (decrease) increase in cash and cash equivalents
|
(105,495
|
)
|
549,189
|
|||||
Cash and cash equivalents, beginning of period
|
381,703
|
22,125
|
||||||
Cash and cash equivalents, end of period
|
$
|
276,208
|
$
|
571,314
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Net (loss) income attributable to shareholders
|
$
|
(11,193
|
)
|
$
|
(837
|
)
|
$
|
(16,975
|
)
|
$
|
4,611
|
|||||
Add: Provision for income taxes
|
178
|
266
|
112
|
496
|
||||||||||||
Add: Equity-based compensation expense (income)
|
118
|
1,180
|
(3,846
|
)
|
2,600
|
|||||||||||
Add: Acquisition and transaction expenses
|
1,875
|
1,598
|
2,934
|
1,966
|
||||||||||||
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
—
|
1,579
|
—
|
||||||||||||
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
1
|
3
|
9
|
||||||||||||
Add: Asset impairment charges
|
7,450
|
—
|
7,450
|
—
|
||||||||||||
Add: Pro-rata share of Adjusted Net Income from unconsolidated entities (1)
|
(322
|
)
|
1,225
|
(237
|
)
|
2,466
|
||||||||||
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
||||||||||||
Less: Cash payments for income taxes
|
(69
|
)
|
(313
|
)
|
(420
|
)
|
(510
|
)
|
||||||||
Less: Equity in earnings of unconsolidated entities
|
259
|
(1,225
|
)
|
174
|
(2,466
|
)
|
||||||||||
Less: Non-controlling share of Adjusted Net Income (2)
|
(3,710
|
)
|
(326
|
)
|
(2,721
|
)
|
(680
|
)
|
||||||||
Adjusted Net (Loss) Income
|
$
|
(5,414
|
)
|
$
|
1,569
|
$
|
(11,947
|
)
|
$
|
8,492
|
(1)
|
Pro-rata share of Adjusted Net Income from unconsolidated entities includes the Company’s proportionate share of the unconsolidated entities’ net income (loss) of adjusted for the excluded and included items detailed in the table above, for which there were no adjustments.
|
(2)
|
Non-controlling share of Adjusted Net Income is comprised of the following for the three months ended June 30, 2016 and 2015: (i) equity-based compensation of $5 and $377, (ii) provision for income tax of $0 and $20, and (iii) asset impairment charges of $3,725 and $0 less (iv) cash tax payments of $20 and $71, respectively. Non-controlling share of Adjusted Net Income is comprised of the following for the six months ended June 30, 2016 and 2015: (i) equity-based compensation of $(1,614) and $731, (ii) provision for income tax of $14 and $20, (iii) loss on extinguishment of debt of $616 and $0, and (iv) asset impairment charges of $3,725 and $0 less (v) cash tax payments of $20 and $71, respectively.
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Net (loss) income attributable to shareholders
|
$
|
(11,193
|
)
|
$
|
(837
|
)
|
$
|
(16,975
|
)
|
$
|
4,611
|
|||||
Add: Provision for income taxes
|
178
|
266
|
112
|
496
|
||||||||||||
Add: Equity-based compensation expense
|
118
|
1,180
|
(3,846
|
)
|
2,600
|
|||||||||||
Add: Acquisition and transaction expenses
|
1,875
|
1,598
|
2,934
|
1,966
|
||||||||||||
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
—
|
1,579
|
—
|
||||||||||||
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
1
|
3
|
9
|
||||||||||||
Add: Asset impairment charges
|
7,450
|
—
|
7,450
|
—
|
||||||||||||
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
||||||||||||
Add: Depreciation & amortization expense (3)
|
16,337
|
12,522
|
31,191
|
25,240
|
||||||||||||
Add: Interest expense
|
5,120
|
4,757
|
10,423
|
9,572
|
||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (4)
|
788
|
1,894
|
2,160
|
3,916
|
||||||||||||
Less: Equity in earnings of unconsolidated entities
|
259
|
(1,225
|
)
|
174
|
(2,466
|
)
|
||||||||||
Less: Non-controlling share of Adjusted EBITDA (5)
|
(6,902
|
)
|
(3,054
|
)
|
(8,935
|
)
|
(6,037
|
)
|
||||||||
Adjusted EBITDA (non-GAAP)
|
$
|
14,030
|
$
|
17,102
|
$
|
26,270
|
$
|
39,907
|
(3)
|
Depreciation and amortization expense includes $14,701 and $10,765 of depreciation and amortization expense, $1,576 and $1,697 of lease intangible amortization, and $60 and $60 of amortization for lease incentives in the three months ended June 30, 2016 and 2015, respectively. Depreciation and amortization expense includes $27,918 and $21,327 of depreciation and amortization expense, $3,154 and $3,793 of lease intangible amortization, and $119 and $120 of amortization for lease incentives in the six months ended June 30, 2016 and 2015, respectively.
|
(4)
|
The Company’s pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the three months ended June 30, 2016 and 2015: (i) net (loss) income of $(320) and $1,172, (ii) interest expense of $257 and $415, (iii) depreciation and amortization expense of $851 and $307, respectively. The Company’s pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the six months ended June 30, 2016 and 2015: (i) net (loss) income of $(267) and $2,357, (ii) interest expense of $661 and $948, and (iii) depreciation and amortization expense of $1,766 and $611, respectively.
|
(5)
|
Non-controlling share of Adjusted EBITDA is comprised of the following items for the three months ended June 30, 2016 and 2015: (i) equity based compensation of $5 and $377, (ii) provision for income taxes of $0 and $20, (iii) interest expense of $1,490 and $1,207, (iv) depreciation and amortization expense of $1,682 and $1,450, and (v) asset impairment charges of $3,725 and $0, respectively. Non-controlling share of Adjusted EBITDA is comprised of the following items for the six months ended June 30, 2016 and 2015: (i) equity based compensation of $(1,614) and $731, (ii) provision for income taxes of $14 and $20, (iii) interest expense of $2,956 and $2,445, (iv) depreciation and amortization expense of $3,238 and $2,841, (v) loss on extinguishment of debt of $616 and $0, and (vi) asset impairment charge of $3,725 and $0, respectively.
|
Six Months Ended
|
||||||||
June 30, 2016
|
June 30, 2015
|
|||||||
(in thousands)
|
||||||||
Net Cash Provided by Operating Activities
|
$
|
990
|
$
|
14,631
|
||||
Add: Principal Collections on Finance Leases
|
2,302
|
6,142
|
||||||
Add: Proceeds from sale of assets (1)
|
87,483
|
1,625
|
||||||
Add: Return of Capital Distributions from Unconsolidated Entities
|
432
|
1,284
|
||||||
Less: Required Payments on Debt Obligations (2)
|
(49,223
|
)
|
(8,633
|
)
|
||||
Less: Capital Distributions to Non-Controlling Interest
|
—
|
(254
|
)
|
|||||
Exclude: Changes in Working Capital
|
4,162
|
7,336
|
||||||
Funds Available for Distribution (FAD) (non-GAAP)
|
$
|
46,146
|
$
|
22,131
|
(1)
|
Proceeds from sale of assets includes $500 received in December 2015 for a deposit on the sale of a commercial jet engine, which was completed in the six months ended June 30, 2016.
|
(2)
|
Required payments on debt obligations excludes $98,750 repayment upon the termination of the Jefferson Terminal Credit Agreement and $5,748 repayment under the CMQR Credit Agreement in the six months ended June 30, 2016, both of which were voluntary refinancing as repayment of such amounts were not required at this time.
|
Three Months Ended June 30, 2016
|
||||||||||||||||
(in thousands)
|
Equipment
Leasing |
Infrastructure
|
Corporate
|
Total
|
||||||||||||
Funds Available for Distribution (FAD)
|
$
|
29,273
|
$
|
(6,802
|
)
|
$
|
(9,183
|
)
|
$
|
13,288
|
||||||
Less: Principal Collections on Finance Leases
|
(98
|
)
|
||||||||||||||
Less: Proceeds from sale of assets
|
(11,555
|
)
|
||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities
|
(31
|
)
|
||||||||||||||
Add: Required Payments on Debt Obligations
|
1,563
|
|||||||||||||||
Add: Capital Distributions to Non-Controlling Interest
|
—
|
|||||||||||||||
Include: Changes in Working Capital
|
1,622
|
|||||||||||||||
Net cash provided by operating activities
|
$
|
4,789
|
Six Months Ended June 30, 2016
|
||||||||||||||||
(in thousands)
|
Equipment
Leasing |
Infrastructure
|
Corporate
|
Total
|
||||||||||||
Funds Available for Distribution (FAD)
|
$
|
75,330
|
$
|
(12,003
|
)
|
$
|
(17,181
|
)
|
$
|
46,146
|
||||||
Less: Principal Collections on Finance Leases
|
(2,302
|
)
|
||||||||||||||
Less: Proceeds from sale of assets
|
(87,483
|
)
|
||||||||||||||
Less: Return of Capital Distributions from Unconsolidated Entities
|
(432
|
)
|
||||||||||||||
Add: Required Payments on Debt Obligations
|
49,223
|
|||||||||||||||
Add: Capital Distributions to Non-Controlling Interest
|
—
|
|||||||||||||||
Include: Changes in Working Capital
|
(4,162
|
)
|
||||||||||||||
Net cash provided by operating activities
|
$
|
990
|
•
|
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.
|