What changed in this filing

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Item 1. Financial Statements

2022-04-29 compared with 2021-10-29 · 274 added, 638 removed, 742 unchanged (55% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share and per share data)

Notes September 30, 2021 December 31, 2020

Notes March 31, 2022 December 31, 2021

Cash and cash equivalents 2 $ 145,266 $ 188,078

3 unchanged sentences

Operating lease right-of-use assets, net 74,513 75,344

Finance leases, net 6 13,795 6,927

Property, plant, and equipment, net 4 1,587,291 1,555,857

14 unchanged sentences

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)

99,188,696 and 99,180,385 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)

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)

13,320,000 and 13,320,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)

Additional paid in capital 1,372,564 1,411,940

9 unchanged sentences

(Dollars in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Notes 2022 2021

11 unchanged sentences

Other income (expense)

Equity in losses of unconsolidated entities 8 ( 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 10 — — ( 3,254 ) ( 4,724 )

Equity in (losses) earnings of unconsolidated entities 5 ( 24,013 ) 1,374

Gain on sale of assets, net 16,288 811

Interest income 656 285

Other (expense) income ( 459 ) 181

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 17 ( 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

Total other (expense) income ( 7,528 ) 2,651

Loss before income taxes ( 226,173 ) ( 34,707 )

Provision for income taxes 12 3,486 169

Net loss ( 229,659 ) ( 34,876 )

2 unchanged sentences

Net loss attributable to shareholders $ ( 228,984 ) $ ( 34,540 )

(Loss) earnings per share:

Continuing operations $ ( 0.44 ) $ ( 0.30 ) $ ( 1.27 ) $ ( 0.53 )

Discontinued operations $ — $ — $ — $ 0.02

Continuing operations $ ( 0.44 ) $ ( 0.30 ) $ ( 1.27 ) $ ( 0.53 )

Discontinued operations $ — $ — $ — $ 0.02

Loss per share:

Basic $ ( 2.30 ) $ ( 0.40 )

Diluted $ ( 2.30 ) $ ( 0.40 )

Weighted average shares outstanding:

3 unchanged sentences

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)

(Dollars in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Net loss $ ( 229,659 ) $ ( 34,876 )

Other comprehensive loss:

Other comprehensive loss related to equity method investees, net (1)

Other comprehensive (loss) income related to equity method investees, net (1)

( 94,779 ) 9,954

3 unchanged sentences

________________________________________________________

(1) Net of deferred tax expense (benefit) of $ 1,798 and $( 3,580 ) for the three months ended September 30, 2021 and 2020, respectively, and $( 2,674 ) and $( 4,474 ) for the nine months ended September 30, 2021 and 2020, respectively.

(1) Net of deferred tax expense of $ 0 and $ 2,646 for the three months ended March 31, 2022 and 2021, respectively.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three and Nine Months Ended September 30, 2021

Common Shares Preferred Shares Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

Three Months Ended March 31, 2022

Common Shares Preferred Shares Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

Equity - December 31, 2021 $ 992 $ 133 $ 1,411,940 $ ( 132,392 ) $ ( 156,381 ) $ ( 192 ) $ 1,124,100

Net loss ( 222,193 ) ( 7,466 ) ( 229,659 )

Other comprehensive income — ( 22,878 ) — ( 22,878 )

Total comprehensive (loss) income ( 59,898 ) ( 22,878 ) ( 11,586 ) ( 94,362 )

Settlement of equity-based compensation ( 183 ) ( 183 )

Issuance of common shares — 455 455

Dividends declared - common shares ( 56,795 ) ( 56,795 )

Issuance of preferred shares 42 101,158 101,200

Dividends declared - preferred shares ( 11,176 ) ( 11,176 )

Equity-based compensation 2,553 2,553

Equity - June 30, 2021 $ 856 $ 133 $ 1,163,748 $ ( 88,056 ) $ ( 49,115 ) $ 13,447 $ 1,041,013

Net loss ( 32,080 ) ( 7,363 ) ( 39,443 )

Other comprehensive loss — ( 94,779 ) — ( 94,779 )

Total comprehensive loss ( 222,193 ) ( 94,779 ) ( 7,466 ) ( 324,438 )

Settlement of equity-based compensation ( 238 ) ( 238 )

Issuance of common shares 164 164

Conversion of participating securities ( 2 ) ( 2 )

Dividends declared - common shares ( 32,749 ) ( 32,749 )

1 unchanged sentence

Equity-based compensation 709 709

Equity - September 30, 2021 $ 979 $ 133 $ 1,420,247 $ ( 120,136 ) $ ( 103,755 ) $ 6,574 $ 1,204,042

Three and Nine Months Ended September 30, 2020

Common Shares Preferred Shares Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

Equity - March 31, 2022 $ 992 $ 133 $ 1,372,564 $ ( 354,585 ) $ ( 251,160 ) $ ( 6,949 ) $ 760,995

Three Months Ended March 31, 2021

Common Shares Preferred Shares Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

Equity - December 31, 2020 $ 856 $ 91 $ 1,130,106 $ ( 28,158 ) $ ( 26,237 ) $ 22,663 $ 1,099,321

Net loss ( 29,915 ) ( 4,961 ) ( 34,876 )

Other comprehensive loss — ( 3,354 ) — ( 3,354 )

Total comprehensive loss ( 9,940 ) ( 3,354 ) ( 8,848 ) ( 22,142 )

Other comprehensive income — 9,954 — 9,954

Total comprehensive (loss) income ( 29,915 ) 9,954 ( 4,961 ) ( 24,922 )

Settlement of equity-based compensation ( 183 ) ( 183 )

Issuance of common shares 150 150

Conversion of participating securities ( 7 ) ( 7 )

Dividends declared - common shares ( 28,383 ) ( 28,383 )

Issuance costs of preferred shares ( 788 ) ( 788 )

Dividends declared - preferred shares ( 8,618 ) ( 8,618 )

Equity-based compensation 702 702

Equity - June 30, 2020 $ 856 $ 81 $ 1,109,631 $ 115,113 $ ( 2,982 ) $ 28,792 $ 1,251,491

Net loss ( 21,333 ) ( 3,876 ) ( 25,209 )

Other comprehensive loss — ( 13,468 ) — ( 13,468 )

Total comprehensive loss ( 21,333 ) ( 13,468 ) ( 3,876 ) ( 38,677 )

Settlement of equity-based compensation ( 68 ) ( 68 )

Dividends declared - common shares ( 28,395 ) ( 28,395 )

Issuance of preferred shares 42 101,138 101,180

1 unchanged sentence

Equity-based compensation 1,114 1,114

Equity - September 30, 2020 $ 856 $ 91 $ 1,130,121 $ 60,760 $ ( 16,450 ) $ 25,469 $ 1,200,847

Equity - March 31, 2021 $ 856 $ 133 $ 1,198,386 $ ( 58,073 ) $ ( 16,283 ) $ 18,633 $ 1,143,652

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

1 unchanged sentence

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

Equity in losses (earnings) of unconsolidated entities 24,013 ( 1,374 )

Gain on sale of assets, net ( 16,288 ) ( 811 )

Security deposits and maintenance claims included in earnings ( 11,592 ) ( 2,836 )

Loss on extinguishment of debt 3,254 4,724

Equity-based compensation 709 1,114

1 unchanged sentence

Asset impairment 122,790 2,100

Deferred taxes ( 2,311 ) ( 7,374 )

Change in deferred income taxes 2,388 71

Change in fair value of non-hedge derivative 766 ( 7,964 )

1 unchanged sentence

Amortization of deferred financing costs 5,771 2,268

Bad debt expense, net 817 1,997

Provision for (benefit from) credit losses 47,914 ( 547 )

Other ( 208 ) ( 279 )

4 unchanged sentences

Other liabilities 3,406 ( 322 )

Net cash (used in) provided by operating activities ( 20,708 ) 28,393

Net cash provided by (used in) operating activities 1,923 ( 48,932 )

Cash flows from investing activities:

1 unchanged sentence

Principal collections on finance leases 67 395

Acquisition of business, net of cash acquired ( 627,399 ) —

Acquisition of leasing equipment ( 219,440 ) ( 114,781 )

3 unchanged sentences

Proceeds from sale of leasing equipment 51,491 4,574

Proceeds from deposit on sale of aircraft and engine 600 —

Return of deposit on sale of engine 1,010 2,350

Proceeds from sale of property, plant and equipment 2,910 —

Proceeds for deposit on sale of aircraft and engine 1,775 —

Receipt of deposits for sale of aircraft and engine — 4,600

Return of purchase deposits — 1,010

Net cash used in investing activities $ ( 228,127 ) $ ( 154,418 )

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from financing activities:

6 unchanged sentences

Release of maintenance deposits ( 250 ) ( 11,483 )

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 — 101,180

Purchase of non-controlling interest — ( 110 )

Settlement of equity-based compensation — ( 183 )

2 unchanged sentences

Net cash provided by financing activities $ 145,810 $ 235,408

Net increase (decrease) in cash and cash equivalents and restricted cash 298,032 ( 79,111 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 80,394 ) 32,058

Cash and cash equivalents and restricted cash, beginning of period 440,061 161,418

11 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

Fortress Transportation and Infrastructure Investors LLC (“we”, “us”, “our” or the “Company”) is a Delaware limited liability company which, through its subsidiary, Fortress Worldwide Transportation and Infrastructure General Partnership (the “Partnership”), owns and leases aviation equipment and also owns and operates (i) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (ii) a deep-water port located along the Delaware River with an underground storage cavern and multiple industrial development opportunities (“Repauno”), (iii) an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant under construction (“Long Ridge”) and (iv) five freight railroads and one switching company (“Transtar”) that provide rail service to certain manufacturing and production facilities.

Fortress Transportation and Infrastructure Investors LLC (“we”, “us”, “our” or the “Company”) is a Delaware limited liability company which, through its subsidiary, Fortress Worldwide Transportation and Infrastructure General Partnership (the “Partnership”), owns and leases aviation equipment and also owns and operates (i) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (ii) a deep-water port located along the Delaware River with an underground storage cavern and multiple industrial development opportunities (“Repauno”), (iii) 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 (“Long Ridge”) and (iv) five freight railroads and one switching company (“Transtar”) that provide rail service to certain manufacturing and production facilities.

Additionally, we own and lease offshore energy equipment and shipping containers.

28 unchanged sentences

and accordingly, DRP has been presented on a consolidated basis in the accompanying financial statements.

Total VIE assets of DRP were $ 307.8 million and $ 316.5 million, and total VIE liabilities of DRP were $ 32.1 million and $ 32.6 million as of March 31, 2022 and December 31, 2021, respectively.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

GM-FTAI Holdco LLC

In September 2021, through GM-FTAI Holdco LLC (“Holdco”), we acquired a 50 % interest in Aleon Renewable Metals LLC (“Aleon”) and a 1 % interest in Gladieux Metals Recycling (“GMR”) for $ 52.5 million.

Aleon plans to develop a lithium-ion battery recycling business across the United States.

Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market.

GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

Aleon and GMR are governed by separate boards of directors.

Holdco is solely reliant on its interest holders to finance its activities and therefore is a VIE.

We concluded that we are not the primary beneficiary of Holdco; therefore, we do not consolidate Holdco and account for this investment in accordance with the equity method.

Cash and Cash Equivalents — We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

2 unchanged sentences

Aviation inventory is carried at the lower of cost or net realizable value on our balance sheet.

We had Aviation inventory of $ 82.3 million and $ 58.2 million as of September 30, 2021 and December 31, 2020, respectively, which is included in Other assets in the Consolidated Balance Sheets.

We had Aviation inventory of $ 109.2 million and $ 100.3 million as of March 31, 2022 and December 31, 2021, respectively, which is included in Other assets in the Consolidated Balance Sheets.

Commodities inventory is carried at the lower of cost or net realizable value on our balance sheet.

Commodities are removed from inventory based on the average cost at the time of sale.

We had commodities inventory of $ 4.7 million and $ 0.1 million as of September 30, 2021 and December 31, 2020, respectively, which is included in Other assets in the Consolidated Balance Sheets.

We had commodities inventory of $ 6.8 million and $ 6.8 million as of March 31, 2022 and December 31, 2021, respectively, which is included in Other assets in the Consolidated Balance Sheets.

Deferred Financing Costs — Costs incurred in connection with obtaining long term financing are capitalized and amortized to interest expense over the term of the underlying loans.

Unamortized deferred financing costs of $ 60.9 million and $ 36.2 million as of September 30, 2021 and December 31, 2020, respectively, are recorded as a component of debt in the Consolidated Balance Sheets.

We also have unamortized deferred revolver fees related to our revolving debt of $ 0.4 million and $ 1.6 million as of September 30, 2021 and December 31, 2020, respectively, which are included in Other assets in the Consolidated Balance Sheets.

Amortization expense was $ 14.4 million an d $ 2.1 million for the three months ended September 30, 2021 and 2020, respectively, and $ 18.9 million and $ 6.2 million for the nine months ended September 30, 2021 and 2020, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Unamortized deferred financing costs of $ 69.6 million and $ 64.5 million as of March 31, 2022 and December 31, 2021, respectively, are recorded as a component of debt in the Consolidated Balance Sheets.

We also have unamortized deferred revolver fees related to our revolving debt of $ 2.8 million and $ 2.9 million as of March 31, 2022 and December 31, 2021, respectively, which are included in Other assets in the Consolidated Balance Sheets.

Amortization expense was $ 5.8 million an d $ 2.3 million for the three months ended March 31, 2022 and 2021, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Revenue Recognition

14 unchanged sentences

We allocate the consideration paid based on the relative fair value of the aircraft and lease.

The fair value of the lease may include a lease premium or discount.

The fair value of the lease may include a lease premium or discount, which is recorded as a favorable or unfavorable lease intangible.

In April 2020, the FASB Staff issued a question-and-answer document (the “Q&A”) regarding accounting for lease concessions related to the effects of the COVID-19 pandemic.

The Q&A permits an entity to elect to forgo the evaluation of the enforceable rights and obligations of a lease contract required under ASC 842, Leases , as long as the total rent payments after the lease concessions are substantially the same, or less than, the total rent payments in the existing lease.

The impact of the COVID-19 related lease concessions granted above did not have a material impact on our results of operations during the three months ended March 31, 2022.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

In April 2020, the FASB Staff issued a question-and-answer document (the “Q&A”) regarding accounting for lease concessions related to the effects of the COVID-19 pandemic.

The impact of the COVID-19 related lease concessions granted above did not have a material impact on our results of operations during the nine months ended September 30, 2021.

Finance Leases —From time to time we enter into finance lease arrangements that include a lessee obligation to purchase the leased equipment at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value that equals or exceeds substantially all of the fair value of the leased equipment at the date of lease inception.

5 unchanged sentences

When collectability is not reasonably assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received.

Other Revenue —Other revenue primarily consists of revenue related to the sale of engine modules, spare parts and used material inventory and other income.

Revenues for the sale of engine modules, spare parts and used material inventory are recognized when a performance obligation is satisfied by transferring control of inventory to a customer.

Infrastructure Revenues

Terminal Services Revenues —Terminal services are provided to customers for the receipt and redelivery of various commodities.

These revenues are recognized over time, i.e., as the services are rendered and the customer simultaneously receives and consumes the benefit over time.

These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term.

The Company’s performance of service and right to invoice corresponds with the value delivered to our customers.

Revenues are typically invoiced and paid on a monthly basis.

Rail Revenues —Rail revenues generally consist of the following performance obligations:

1 unchanged sentence

Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard.

Switching revenues are recognized as the services are performed, and the services are completed on the same day they are initiated.

Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated.

Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers.

7 unchanged sentences

Lease Income —Lease income consists of rental income from tenants for storage space.

Lease income is recognized on a straight-line basis over the term of the relevant lease agreement.

Crude Marketing Revenues —Crude marketing revenues consist of marketing revenue related to Canadian crude oil.

The revenues are recognized over time, i.e., as the services are rendered and the customer simultaneously receives and consumes the benefit over time.

Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement.

Other Revenue —Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials.

Other revenue consists of two performance obligations:

handling and storage of raw materials.

The revenues are recognized over time, i.e., as the services are rendered and the customer simultaneously receives and consumes the benefit over time.

Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term.

Our performance of service and right to invoice corresponds with the value delivered to our customers.

Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract.

The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract.

Other revenues are typically invoiced and paid on a monthly basis.

Additionally, other revenue consists of revenue related to derivative trading activities.

18 unchanged sentences

We attempt to limit our credit risk by performing ongoing credit evaluations and, when deemed necessary, enter into collateral arrangements.

During both the three and nine months ended September 30, 2021 and 2020, one customer in the Aviation Leasing segment accounted for approximately 10 % of total revenue.

During the three months ended September 30, 2021, one customer in the Transtar segment accounted for approximately 14 % of total revenue.

As of September 30, 2021, there were two customers in the Aviation Leasing segment that represented 26 % and 10 % of total accounts receivable, net and one customer in the Jefferson Terminal segment that represented 21 % of total accounts receivable, net.

As of December 31, 2020, accounts receivable from two customers in the Aviation Leasing segment represented 40 % and 15 % of total accounts receivable, net.

During the three months ended March 31, 2021, one customer in the Aviation Leasing segment accounted for approximately 11 % of total revenue.

During the three months ended March 31, 2022, one customer in the Transtar segment accounted for approximately 23 % of total revenue.

As of March 31, 2022, there were two customers in the Aviation Leasing segment that represented 19 % and 10 % of total Accounts receivable, net, respectively, and one customer in the Transtar segment that represented 14 % of total Accounts receivable, net.

As of December 31, 2021, Accounts receivable from two customers in the Aviation Leasing segment represented 36 % and 13 % of total Accounts receivable, net, respectively.

We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions.

1 unchanged sentence

Allowance for Doubtful Accounts — We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis.

The allowance for doubtful accounts was $ 4.9 million and $ 4.6 million as of September 30, 2021 and December 31, 2020, respectively.

There was bad debt expense of $ 1.6 million and $ 0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $ 0.8 million and $ 2.0 million for the nine months ended September 30, 2021 and 2020, respectively, and is included in Operating expenses in the Consolidated Statements of Operations.

The allowance for doubtful accounts was $ 56.4 million and $ 16.9 million as of March 31, 2022 and December 31, 2021, respectively.

There was a provision for credit losses of $ 47.9 million and a bad debt reversal of $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, which is included in Operating expenses in the Consolidated Statements of Operations.

Economic sanctions and export controls against Russia and Russia’s aviation industry have been imposed due to its invasion of Ukraine during the first quarter of 2022.

As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines and recognized approximately $ 47.9 million in bad debt expense during the three months ended March 31, 2022.

Our allowance for doubtful accounts at March 31, 2022 includes all accounts receivable exposure to Russian and Ukrainian customers.

Comprehensive Income (Loss) — Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive income (loss) represents net income (loss), as presented in the Consolidated Statements of Operations, adjusted for fair value changes related to other comprehensive income (loss) related to our equity method investees.

Our comprehensive income (loss) represents net income (loss), as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income related to cash flow hedges of our equity method investees and pension and other postretirement benefits.

Derivative Financial Instruments

3 unchanged sentences

Certain of these derivative instruments are designated and qualify as cash flow hedges.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive (loss) income in our Consolidated Balance Sheets.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees, net in our Consolidated Statements of Comprehensive Loss and recorded in Accumulated other comprehensive income in our Consolidated Balance Sheets.

Derivatives Not Designated As Hedging Instruments

Certain of these derivative instruments are not designated as hedging instruments for accounting purposes.

The change in fair value of these contracts is recognized in Equity in earnings (losses) in unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in earnings (losses) in unconsolidated entities in our Consolidated Statements of Cash Flows.

Commodity Derivatives— We also enter into short-term and long-term crude forward contracts.

Gains and losses related to our crude sales and purchase derivatives are recorded on a gross basis and are included in Crude marketing revenues and Operating expenses, respectively, in our Consolidated Statements of Operations.

The cash flow impact of these derivatives is recognized in Change in fair value of non-hedge derivatives in our Consolidated Statements of Cash Flows.

Additionally, depending on market conditions, we enter into short-term forward purchase and sales contracts for butane.

Our share of the change in fair value of these contracts is recognized in Equity in earnings (losses) in unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses (earnings) in unconsolidated entities in our Consolidated Statements of Cash Flows.

Commodity Derivatives — Depending on market conditions, we enter into short-term forward purchase and sales contracts for butane.

Gains and losses related to our butane derivatives are recorded on a net basis and are included in Other revenue in our Consolidated Statements of Operations, as these contracts are considered part of central operating activities.

The cash flow impact of these derivatives is recognized in Change in fair value of non-hedge derivatives in our Consolidated Statements of Cash Flows.

See Note 12 for additional details related to our commodity derivatives.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Some of our derivatives are used for speculative purposes.

We record all derivative assets and liabilities on a gross basis at fair value, which are included in Other assets and Other liabilities, respectively, in our Consolidated Balance Sheets.

Other Assets— Other assets is primarily comprised of lease incentives of $ 44.6 million and $ 55.1 million, purchase deposits of $ 12.2 million and $ 6.1 million, prepaid expenses of $ 23.7 million and $ 10.1 million, notes receivable of $ 31.7 million and $ 0.7 million, maintenance right assets of $ 22.6 million and $ 6.4 million and aircraft engine modules, spare parts and used material inventory of $ 82.3 million and $ 58.2 million as of September 30, 2021 and December 31, 2020, respectively.

Other Assets— Other assets is primarily comprised of lease incentives of $ 42.4 million and $ 46.9 million, purchase deposits of $ 3.9 million and $ 13.7 million, prepaid expenses of $ 17.2 million and $ 21.4 million, notes receivable of $ 54.4 million and $ 40.4 million, maintenance right assets of $ 5.1 million and $ 5.1 million, aircraft engine modules, spare parts and used material inventory of $ 109.2 million and $ 100.3 million, commodities inventory of $ 6.8 million and $ 6.8 million, and finance leases, net of $ 7.0 million and $ 7.6 million as of March 31, 2022 and December 31, 2021, respectively.

As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines and recognized approximately $ 7.5 million in amortization for the remaining lease incentives during the three months ended March 31, 2022.

Dividends— Dividends are recorded if and when declared by the Board of Directors.

For both the three and nine months ended September 30, 2021 and 2020, the Board of Directors declared cash dividends of $ 0.33 and $ 0.99 per common share, respectively.

Additionally, in the quarter ended September 30, 2021, the Board of Directors declared cash dividends on the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of $ 0.52 , $ 0.50 and $ 0.52 per share, respectively.

Recent Accounting Pronouncements — In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-01, Reference Rate Reform:

Scope , respectively.

Together, the ASUs temporarily simplify the accounting for contract modifications, including hedging relationships, due to the transition from LIBOR and other interbank offered rates to alternative reference interest rates.

For example, entities can elect not to remeasure the contracts at the modification date or reassess a previous accounting determination if certain conditions are met.

Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met.

The new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022.

Adoption did not have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) .

This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and early adoption is permitted.

We adopted this guidance in the first quarter of 2021, which did not have a material impact on our consolidated financial statements.

Unadopted Accounting Pronouncements — In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842):

For both the three months ended March 31, 2022 and 2021, the Board of Directors declared cash dividends of $ 0.33 per common share.

Additionally, in the quarter ended March 31, 2022, the Board of Directors declared cash dividends on the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of $ 0.52 , $ 0.50 and $ 0.52 per share, respectively.

Recent Accounting Pronouncements — In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842):

Lessors—Certain Leases with Variable Lease Payments .

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This standard is effective for all reporting periods beginning after December 15, 2021.

We are currently assessing the impact this guidance may have on our consolidated financial statements.

DISCONTINUED OPERATIONS

In December 2019, we completed the sale of substantially all of our railroad business (“CMQR”), which was previously reported as our Railroad segment.

Under ASC 205-20, this disposition met the criteria to be reported as discontinued operations.

Accordingly, the results of operations of CMQR have been reported as discontinued operations for all periods presented.

During the nine months ended September 30, 2020, we recognized a gain on sale of $ 1.3 million which is reported in Net income from discontinued operations, net of income taxes in the Consolidated Statements of Operations.

There were no non-cash items or capital expenditures during the nine months ended September 30, 2020.

ACQUISITION OF TRANSTAR, LLC

On July 28, 2021, we completed the acquisition for 100 % of the equity interests of Transtar, LLC (“Transtar”) from United States Steel Corporation (“USS”) for total consideration of $ 636.0 million.

Transtar is comprised of five freight railroads and one switching company, of which two railroads are connected to USS’s largest production facilities.

We also entered into an exclusive rail partnership with USS, under which we will provide rail service to USS for an initial term of 15 years with minimum volume commitments for the first five years.

Transtar operates as a separate reportable segment within our Infrastructure business.

See Note 19 for additional information.

The results of operations at Transtar have been included in the Consolidated Statements of Operations as of the effective date of the acquisition.

In connection with the acquisition, we recorded $ 3.9 million and $ 7.0 million of acquisition and transaction expense during the three and nine months ended September 30, 2021, respectively.

We funded the transaction with bridge loans in an aggregate principal amount of $ 650 million.

In September 2021, we issued new equity and debt and repaid in full the bridge loans.

See Notes 10 and 20 for additional information.

The following fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions.

The final valuation and related allocation of the purchase price is subject to change as additional information is received and will be completed no later than 12 months after the closing date.

The final acquisition accounting adjustments may

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

be materially different and may include (i) changes in fair values of Property, plant and equipment and associated salvage values;

(ii) changes in allocations to Intangible assets, such as above or below market leases, customer relationships, as well as goodwill;

and, (iii) other changes to assets and liabilities, such as working capital accounts and inventory.

The following table summarizes the preliminary allocation of the purchase price, as presented in our Consolidated Balance Sheets:

Fair value of assets acquired:

Cash and cash equivalents $ 8,610

Accounts receivable, net 18,625

Operating lease right-of-use assets, net 10,831

Property, plant and equipment, net 506,479

Intangible assets, net 62,500

Other assets 15,594

Total assets 622,639

Fair value of liabilities assumed:

Accounts payable and accrued liabilities 47,010

Operating lease liabilities 10,689

Pension and other postretirement benefits (1)

Other liabilities 8,587

Total liabilities 103,838

Total purchase consideration $ 636,007

________________________________________________________

(1) Included in Other liabilities in the Consolidated Balance Sheets.

(2) Goodwill is primarily attributable to the assembled workforce of Transtar and the synergies expected to be achieved.

This goodwill is assigned to the new Transtar segment and is tax deductible for income tax purposes.

The following table presents the identifiable intangible assets and their estimated useful lives:

Estimated useful life in years Fair value

Above/below market leases 2 - 7

Customer relationships 13 - 15

Total $ 62,500

The following table presents the property, plant and equipment and their estimated useful lives:

Estimated useful life in years Fair value

Railcars and locomotives 1 - 40

Track and track related assets 1 - 40

Land, site improvements and rights N/A 91,890

Bridges and tunnels 15 - 55

Buildings and improvements 3 - 25

Railroad equipment 2 - 15

Terminal machinery and equipment 2 - 15

Vehicles 2 - 5

Construction in progress N/A 1,928

Computer hardware and software 2 - 22

Total $ 506,479

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The unaudited financial information in the table below summarizes the combined results of operations of FTAI and Transtar on a pro forma basis, as though the companies had been combined as of January 1, 2020.

These pro forma results were based on estimates and assumptions which we believe are reasonable.

The pro forma adjustments are primarily comprised of the following:

• The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired;

• Impacts of debt financing, including interest for debt issued and amortization of deferred financing costs;

• The exclusion of acquisition-related costs incurred during the three and nine months ended September 30, 2021 and allocation of substantially all acquisition-related costs to the nine months ended September 30, 2020;

• Associated tax-related impacts of adjustments.

The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2020.

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Total revenue $ 146,233 $ 111,415 $ 389,569 $ 374,184

Net loss attributable to shareholders ( 24,778 ) ( 23,549 ) ( 87,666 ) ( 62,521 )

We adopted this guidance in the first quarter of 2022, which did not have a material impact on our consolidated financial statements.

LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Leasing equipment $ 2,399,512 $ 2,356,219

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Leasing equipment, net $ 1,901,960 $ 1,891,649

During the nine months ended September 30, 2021, we evaluated our leasing equipment portfolio and identified certain assets with indicators of impairment, including, but not limited to, the redelivery of unserviceable leasing equipment and a decline in market values due to the ongoing COVID-19 pandemic for leasing equipment we have decided to sell.

For these assets, we performed a recoverability assessment at the individual asset level and determined that the carrying amounts exceeded the estimated future undiscounted net cash flows and these assets were impaired.

To determine fair value, we used both a market approach, using quoted market prices for the same or similar assets, and an income approach, using discounted cash flows and an estimated discount rate.

As a result, we adjusted the carrying value of these assets to fair value and recognized transactional impairment charges of $ 3.0 million, net of redelivery compensation.

The following table presents information related to our acquisitions and dispositions of aviation leasing equipment during the nine months ended September 30, 2021:

Economic sanctions and export controls against Russia and Russia’s aviation industry have been imposed due to its invasion of Ukraine during the three months ended March 31, 2022.

As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines.

As of March 31, 2022, four aircraft and two engines were still located in Ukraine and eight aircraft and eighteen engines were still located in Russia.

We determined that it is unlikely that we will regain possession of the aircraft that have not yet been recovered from Ukraine and Russia.

As a result, we recognized an impairment charge totaling $ 122.8 million, net of maintenance deposits, to write-off the entire carrying value of leasing equipment assets that we do not expect to recover from Ukraine and Russia.

The following table presents information related to our acquisitions and dispositions of aviation leasing equipment during the three months ended March 31, 2022:

Acquisitions:

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Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Depreciation expense for leasing equipment $ 41,479 $ 34,695

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(Dollars in tables in thousands, unless otherwise noted)

FINANCE LEASES, NET

Finance leases, net are summarized as follows:

September 30, 2021 December 31, 2020

Finance leases $ 16,148 $ 9,389

Unearned revenue ( 2,353 ) ( 2,462 )

Finance leases, net $ 13,795 $ 6,927

During the nine months ended September 30, 2021, we entered into 52 -month sales-type lease arrangements for five airframes.

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is summarized as follows:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Land, site improvements and rights $ 150,001 $ 149,914

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Property, plant and equipment, net $ 1,587,291 $ 1,555,857

During the nine months ended September 30, 2021, we added property, plant and equipment and placed additional assets into service of $ 598.5 million, which primarily consist of assets acquired in our acquisition of Transtar and terminal machinery and equipment placed in service or under development at Jefferson Terminal and Repauno.

During the three months ended March 31, 2022, we added property, plant and equipment of $ 46.4 million, which primarily consisted of assets terminal machinery and equipment placed in service or under development at Jefferson Terminal and Repauno.

Depreciation expense for property, plant and equipment is summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Depreciation expense $ 14,947 $ 8,952

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table presents the ownership interests and carrying values of our investments:

Carrying Value

Investment Ownership Percentage September 30, 2021 December 31, 2020

Investment Ownership Percentage March 31, 2022 December 31, 2021

Advanced Engine Repair JV Equity method 25 % $ 20,964 $ 21,317

Falcon MSN 177 LLC Equity method 50 % 2,152 1,600

Intermodal Finance I, Ltd.

Equity method 51 % — —

Long Ridge Terminal LLC Equity method 50 % 35,538 122,539

Long Ridge Terminal LLC (1)

Equity method 50 % — —

FYX Trust Holdco LLC Equity 14 % 1,255 1,255

GM-FTAI Holdco LLC Equity method 50 % 52,500 —

Investments $ 110,963 $ 146,515

We did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2021 or 2020.

The following table presents our proportionate share of equity in income (losses):

Three Months Ended September 30, Nine Months Ended September 30,

GM-FTAI Holdco LLC Equity method See below 51,861 52,295

Clean Planet Energy USA LLC Equity method 50 % 2,266 858

$ 78,498 $ 77,325

________________________________________________________

(1) The carrying value of $ 134.8 million and $ 17.5 million as of March 31, 2022 and December 31, 2021 is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the three months ended March 31, 2022 and 2021.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table presents our proportionate share of equity in (losses) income:

Three Months Ended March 31,

Advanced Engine Repair JV $ ( 354 ) $ ( 340 )

Falcon MSN 177 LLC 552 —

Intermodal Finance I, Ltd.

76 32 452 ( 51 )

Long Ridge Terminal LLC ( 23,549 ) 1,542

GM-FTAI Holdco LLC ( 433 ) —

Clean Planet Energy USA LLC ( 273 ) —

Total $ ( 24,013 ) $ 1,374

Equity Method Investments

Clean Planet Energy USA LLC

In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“CPE”) with an initial investment of $ 1.0 million.

CPE intends on building waste plastic-to-fuel plants in the United States.

The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil.

We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares.

Falcon MSN 177 LLC

In November 2021, we invested $ 1.6 million for a 50 % interest in Falcon MSN 177 LLC, an entity that consists of one Dassault Falcon 2000 aircraft.

Falcon MSN 177 LLC leases the aircraft to charter operators on aircraft, crew maintenance, and insurance contracts.

We account for our investment in Falcon as an equity method investment as we have significant influence through our interest.

GM-FTAI Holdco LLC

In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million.

GM-FTAI Holdco LLC owns 100 % interest in Gladieux Metals Recycling (“GMR”) and Aleon Renewable Metals LLC (“Aleon”).

GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

Aleon plans to develop a lithium-ion battery recycling business across the United States.

Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market.

Aleon and GMR are governed by separate boards of directors.

Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1 % and 50 % economic interest in GMR and Aleon, respectively.

We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC.

Long Ridge Terminal LLC

In December 2019, Ohio River Shareholder LLC (“ORP”) contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out.

In December 2019, Ohio River Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out.

We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.

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In August 2019, we expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest.

GM-FTAI Holdco LLC

In September 2021, through GM-FTAI Holdco LLC, we invested $ 52.5 million for a 50 % interest in Aleon and a 1 % interest in GMR.

Aleon plans to develop a lithium-ion battery recycling business across the United States.

Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market.

GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Equity Investments

2 unchanged sentences

FYX Trust Holdco LLC (“FYX”) has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill roadside repair services.

The tables below present summarized financial information for Long Ridge Terminal LLC:

March 31, 2022 December 31, 2021

Balance Sheet

Cash and cash equivalents $ 6,014 $ 2,932

Restricted cash 19,728 32,469

Accounts receivable, net 16,309 17,896

Property, plant, and equipment, net 771,076 764,607

Intangible assets, net 4,845 4,940

Goodwill 89,390 89,390

Other assets 17,802 14,441

Total assets $ 925,164 $ 926,675

Accounts payable and accrued liabilities $ 23,005 $ 16,121

Debt, net 606,174 604,261

Other liabilities 565,154 341,279

Total liabilities 1,194,333 961,661

Shareholders’ equity ( 192,543 ) ( 1,035 )

Accumulated deficit ( 76,626 ) ( 33,951 )

Total equity ( 269,169 ) ( 34,986 )

Total liabilities and equity $ 925,164 $ 926,675

Three Months Ended March 31,

Income Statement 2022 2021

Total revenue $ 24,411 $ 8,422

Operating expenses 12,447 4,272

Depreciation and amortization 12,544 3,752

Interest expense 12,861 320

Total expenses 37,852 8,344

Other (expense) income ( 29,234 ) 2,999

Net (loss) income $ ( 42,675 ) $ 3,077

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

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Intangible assets and liabilities, net are summarized as follows:

September 30, 2021

March 31, 2022

Aviation Leasing Jefferson Terminal Transtar Total

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Amortization of intangible assets and liabilities is as follows:

Classification in Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Classification in Consolidated Statements of Operations Three Months Ended March 31,

Lease intangibles Equipment leasing revenues $ 3,658 $ 752

Lease intangibles Depreciation and amortization 61 — 61 —

Customer relationships Depreciation and amortization 1,875 888

Total $ 5,533 $ 1,640

As of September 30, 2021, estimated net annual amortization of intangibles is as follows:

As of March 31, 2022, estimated net annual amortization of intangibles is as follows:

Remainder of 2021 $ 14,706

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Our debt, net is summarized as follows:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings

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$ 125,000 (i) Base Rate + 2.00 %;

(ii) Adjusted Eurodollar Rate + 3.00 %

(ii) Adjusted Term SOFR Rate + 3.00 %

12/2/24 $ 189,473

DRP Revolver (2)

3 unchanged sentences

EB-5 Loan Agreement 35,550 5.75 % 1/25/26 26,100

2021 Bridge Loans 340,057 (i) Base Rate + 1.75 %;

(ii) Adjusted Term SOFR Rate + 2.75 %

12/15/22 100,527

Total loans payable 525,607 341,100

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Senior Notes due

— N/A N/A 399,331

Senior Notes due

852,075 6.50 % 10/1/25 852,198

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(2) Requires a quarterly commitment fee at a rate of 0.875 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(3) Includes an unamortized discount of $ 2,230 and an unamortized premium of $ 1,561 at December 31, 2020.

(4) Includes an unamortized discount of $ 3,713 and $ 4,303 at September 30, 2021 and December 31, 2020, respectively, and an unamortized premium of $ 6,033 and $ 6,976 at September 30, 2021 and December 31, 2020, respectively.

(5) Includes an unamortized premium of $ 2,494 at September 30, 2021.

EB-5 Loan Agreement — On January 25, 2021, Jefferson entered into a non-recourse loan agreement under the U.S.

Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development, construction and acquisition of certain facilities at Jefferson Terminal.

The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 61.2 million, of which $ 26.1 million is available under the first tranche and $ 35.1 million is available under the second tranche.

The loans mature in 5 years from the funding of each individual tranche with an option to extend the maturity for both tranches by two one-year periods.

If the option to extend the maturity is exercised, the interest rate will increase to 6.25 % from 5.75 % for the extension period.

Senior Notes due 2028 — On April 12, 2021, we issued $ 500 million aggregate principal amount of senior unsecured notes due 2028 (the “Senior Notes due 2028”).

The Senior Notes due 2028 bear interest at a rate of 5.50 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2021.

We used a portion of the proceeds to redeem in full the Senior Notes due 2022 (see below), and used the remaining net proceeds for general corporate purposes, including the funding of acquisitions and investments, including aviation investments.

On September 24, 2021, we issued an additional $ 500 million aggregate principal amount of the Senior Notes due 2028 at an offering price of 100.50 %, plus accrued interest from and including April 12, 2021.

We used a portion of the net proceeds in the amount of $ 358.3 million to repay in full the Bridge Loans (as defined below).

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Senior Notes due 2022 — On May 7, 2021, we redeemed in full the Senior Notes due 2022, which totaled $ 400 million aggregate principal plus accrued and unpaid interest, and recognized a loss on extinguishment of debt of $ 3.3 million.

Bridge Loan Agreement — On July 28, 2021, in connection with our acquisition of Transtar, we entered into an agreement for senior unsecured bridge term loans (“Bridge Loans”) in an aggregate principal amount of $ 650 million, which we used to finance the acquisition and other certain fees associated with the transaction.

On September 14, 2021, we used net proceeds in the amount of $ 291.7 million from an equity offering (see Note 20) to repay a portion of the Bridge Loans.

On September 24, 2021, we used a portion of the net proceeds in the amount of $ 358.3 million from our issuance of the Senior Notes due 2028 to repay in full the Bridge Loans.

We recorded fees of approximately $ 12.2 million which are included in Interest expense in the Consolidated Statements of Operations.

Series 2021 Bonds — On August 18, 2021, Jefferson issued $ 425 million aggregate principal amount of Series 2021 Bonds, which are designated as $ 225 million of Series 2021A Dock and Wharf Facility Revenue Bonds (the “Series 2021A Bonds”) and $ 200 million of Series 2021B Taxable Facility Revenue Bonds (the “Taxable Series 2021B Bonds”).

The Series 2021A Bonds consist of:

i) $ 39.1 million aggregate principal amount of Serial Bonds maturing between January 1, 2026 and January 1, 2031, and bearing interest at specified fixed rates ranging from 1.875 % to 2.625 % per annum,

ii) $ 38.2 million aggregate principal amount of Term Bonds maturing January 1, 2036, and bearing interest at a fixed rate of 2.750 % per annum,

iii) $ 44.9 million aggregate principal amount of Term Bonds maturing January 1, 2041, and bearing interest at a fixed rate of 2.875 % per annum, and

iv) $ 102.8 million aggregate principal amount of Term Bonds maturing January 1, 2050, and bearing interest at a fixed rate of 3.00 % per annum.

The Taxable Series 2021B Bonds will mature on January 1, 2028, and bear interest at a fixed rate of 4.100 % per annum.

Jefferson used a portion of the net proceeds from the Series 2021 Bonds to repay certain indebtedness, and intend to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities.

We were in compliance with all debt covenants as of September 30, 2021.

(3) Includes an unamortized discount of $ 3,302 and $ 3,509 at March 31, 2022 and December 31, 2021, respectively, and an unamortized premium of $ 5,377 and $ 5,707 at March 31, 2022 and December 31, 2021, respectively.

(4) Includes an unamortized premium of $ 2,336 and $ 2,416 at March 31, 2022 and December 31, 2021, respectively.

We were in compliance with all debt covenants as of March 31, 2022.

FAIR VALUE MEASUREMENTS

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• Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

• Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts.

• Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy.

• Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts.

• Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The following tables set forth our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy.

Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

September 30, 2021 September 30, 2021

March 31, 2022 March 31, 2022

Total Level 1 Level 2 Level 3 Valuation Technique

1 unchanged sentence

Restricted cash 214,401 214,401 — — Market

Derivative assets 1,979 — 1,979 — Income

Total assets $ 359,667 $ 359,667 $ — $ —

Derivative liabilities $ 766 $ — $ 766 $ — Income

Total liabilities $ 766 $ — $ 766 $ —

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

3 unchanged sentences

Restricted cash 251,983 251,983 — — Market

Derivative assets 2,220 — 2,220 — Income

Total $ 442,281 $ 440,061 $ 2,220 $ —

1 unchanged sentence

These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, accounts payable and accrued liabilities, loans payable, bonds payable, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

The fair value of our commodity derivative assets and liabilities are classified as Level 2 measurements are estimated by applying the income and market approaches, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations.

Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, loans payable, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The fair value of our bonds and notes payable reported as debt, net in the Consolidated Balance Sheets are presented in the table below:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Series 2020 A Bonds (1)

3 unchanged sentences

Series 2021 A Bonds (1)

184,411 222,023

Series 2021 B Bonds (1)

Senior Notes due 2022 — 403,536

185,052 194,278

Senior Notes due 2025 844,764 881,408

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The fair value of all other items reported as debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

We measure the fair value of certain assets and liabilities on a non-recurring basis when GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable.

2 unchanged sentences

Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses and the leasing and eventual sale of assets.

DERIVATIVE FINANCIAL INSTRUMENTS

Commodity Derivatives

Depending on market conditions, we source crude oil from producers in Canada, arranging logistics to Jefferson Terminal and marketing crude oil to third parties.

We exited this strategy in the fourth quarter of 2019.

These crude oil forward purchase and sales contracts are not designated in hedging relationships.

Depending on market conditions, Repauno enters into forward purchase and sales contracts for butane.

These derivatives are short-term in nature and are used for trading purposes.

The following table presents information related to our butane derivative contracts:

September 30, 2021 December 31, 2020

Notional Amount (BBL in thousands)

Fair Value of Assets (1)

Term 1 to 6 months

________________________________________________________

(1) Included in Other assets in the Consolidated Balance Sheets.

The following table presents a summary of the changes in fair value for all Level 3 derivatives:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Beginning Balance $ — $ — $ — $ 181

Net losses recognized in earnings — — — ( 181 )

Ending Balance $ — $ — $ — $ —

There were no transfers into or out of Level 3 during the periods presented.

We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue.

Revenues attributed to our Equipment Leasing business unit are within the scope of ASC 842, while revenues attributed to our Infrastructure business unit are within the scope of ASC 606, unless otherwise noted.

Under the provisions of ASC 842, we have elected to exclude sales and other similar taxes from lease payments in arrangements where we are a lessor.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended September 30, 2021

Revenues attributed to our Equipment Leasing business unit are within the scope of ASC 842 and ASC 606, while revenues attributed to our Infrastructure business unit are within the scope of ASC 606, unless otherwise noted.

We have elected to exclude sales and other similar taxes from revenues.

Three Months Ended March 31, 2022

Equipment Leasing Infrastructure

10 unchanged sentences

Terminal services revenues — 12,694 90 — — 12,784

Crude marketing revenues — — — — — —

Other revenue — — ( 2,162 ) — 1,018 ( 1,144 )

1 unchanged sentence

Total revenues $ 85,025 $ 13,046 $ ( 1,986 ) $ 34,070 $ 7,684 $ 137,839

Three Months Ended September 30, 2020

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Equipment leasing revenues

Lease income $ 38,537 $ — $ — $ — $ 1,903 $ 40,440

Maintenance revenue 25,609 — — — — 25,609

Finance lease income 591 — — — — 591

Other revenue 1,754 — — — 1,405 3,159

Total equipment leasing revenues 66,491 — — — 3,308 69,799

Infrastructure revenues

Lease income — 368 — — — 368

Terminal services revenues — 11,329 — — — 11,329

Crude marketing revenues — — — — — —

Other revenue — — 1,242 — 971 2,213

Total infrastructure revenues — 11,697 1,242 — 971 13,910

Total revenues $ 66,491 $ 11,697 $ 1,242 $ — $ 4,279 $ 83,709

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Nine Months Ended September 30, 2021

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Equipment leasing revenues

Lease income $ 120,389 $ — $ — $ — $ 5,518 $ 125,907

Maintenance revenue 87,763 — — — — 87,763

Finance lease income 1,285 — — — — 1,285

Other revenue 19,045 — — — 3,352 22,397

Total equipment leasing revenues 228,482 — — — 8,870 237,352

Infrastructure revenues

Lease income — 1,295 — 358 — 1,653

Rail revenues — — — 24,182 — 24,182

Terminal services revenues — 32,853 157 — — 33,010

Crude marketing revenues — — — — — —

Other revenue — — 9,825 — 4,004 13,829

Total infrastructure revenues — 34,148 9,982 24,540 4,004 72,674

Total revenues $ 228,482 $ 34,148 $ 9,982 $ 24,540 $ 12,874 $ 310,026

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

Equipment Leasing Infrastructure

9 unchanged sentences

Terminal services revenues — 10,289 132 — — 10,421

Crude marketing revenues — 8,210 — — — 8,210

Other revenue — — 7,964 — 1,727 9,691

1 unchanged sentence

Total revenues $ 56,101 $ 10,719 $ 8,096 $ — $ 2,233 $ 77,149

Presented below are the contracted minimum future annual revenues to be received under existing operating and finance leases across several market sectors as of September 30, 2021:

Operating Leases Finance Leases

Presented below are the contracted minimum future annual revenues to be received under existing operating leases across several market sectors as of March 31, 2022:

Operating Leases

Remainder of 2022 $ 115,371

2022 134,253 1,291

2023 96,095 531

2024 69,352 113

2025 47,450 10

Thereafter 68,420

Total $ 457,377

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

We have commitments as lessees under lease arrangements primarily for real estate, equipment and vehicles.

Our leases have remaining lease terms ranging from approximately two months to 41 years.

The following table presents lease related costs:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Amortization of right-of-use assets $ 161 $ — $ 161 $ —

Interest on lease liabilities 11 — 11 —

Finance lease expense 172 — 172 —

Operating lease expense 1,780 1,230 4,227 3,594

Short-term lease expense 320 84 900 534

Variable lease expense 540 111 1,177 1,215

Total lease expense $ 2,812 $ 1,425 $ 6,476 $ 5,343

The following table presents information related to our operating leases as of and for the nine months ended September 30, 2021:

Right-of-use assets, net $ 74,643

Lease liabilities 74,134

Weighted average remaining lease term 33.6 years

Weighted average incremental borrowing rate 5.6 %

Cash paid for amounts included in the measurement of operating lease liabilities $ 4,208

The following table presents future minimum lease payments under non-cancellable operating leases as of September 30, 2021:

Remainder of 2021 $ 4,224

Thereafter 148,455

Total undiscounted lease payments 183,721

Imputed interest 109,587

Total lease liabilities $ 74,134

In July 2021, in connection with our acquisition of Transtar, we assumed ROU assets of approximately $ 10.8 million with a weighted average remaining term of 5.5 years.

Additionally, during the nine months ended September 30, 2021, we entered into a new lease for real estate, which had a ROU asset value of $ 2.7 million and a lease term of approximately five years at commencement.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

EQUITY-BASED COMPENSATION

In 2015, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the Board of Directors.

As of September 30, 2021, the Incentive Plan provides for the issuance of up to 29.8 million shares.

As of March 31, 2022, the Incentive Plan provides for the issuance of up to 29.8 million shares.

We account for equity-based compensation expense in accordance with ASC 718 Compensation-Stock Compensation and is reported within operating expenses and general and administrative in the Consolidated Statements of Operations.

The Consolidated Statements of Operations includes the following expense related to our stock-based compensation arrangements:

Three Months Ended September 30, Nine Months Ended September 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

2021 2020 2021 2020

Restricted Shares $ 553 $ 427 $ 2,664 $ 857 $ 4,712 1.2

Common Units 175 194 617 466 1,230 1.1

Three Months Ended March 31, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

Restricted Shares $ 538 $ 841 $ 3,193 0.9 years

Common Units 171 273 877 1.2 years

Total $ 709 $ 1,114 $ 4,070

During the nine months ended September 30, 2021, FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC, transferred 25,998 of its options to certain of the Manager’s employees.

Additionally, certain of the Manager’s employees exercised 165,268 options at a weighted average exercise price of $ 18.22 and received a net 55,092 common shares.

In connection with our March 2021 offering of preferred shares (see Note 20), we granted options to the Manager related to 355,932 common shares at an exercise price of $ 29.50 , which had a grant date fair value of $ 3.7 million.

The assumptions used in valuing the options were:

a 1.70 % risk-free rate, a 3.16 % dividend yield, a 45.60 % volatility and a ten-year term.

In connection with our September 2021 offering of common shares (see Note 20), we granted options to the Manager related to 1,200,000 common shares at an exercise price of $ 25.50 , which had a grant date fair value of $ 9.2 million.

The assumptions used in valuing the options were:

a 1.34 % risk-free rate, a 3.64 % dividend yield, a 44.78 % volatility and a ten -year term.

During the nine months ended September 30, 2021, we issued 1,052,632 common units of our subsidiary that had a grant date fair value of $ 1.2 million and vest over three years .

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods.

The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

Restricted Shares

During the nine months ended September 30, 2021, we issued restricted shares of our subsidiary that had a grant date fair value of $ 5.3 million and vest over three years .

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods.

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

During the three months ended March 31, 2022, FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC, transferred 336,862 of its options to certain of the Manager’s employees.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

RETIREMENT BENEFIT PLANS

In connection with the acquisition of Transtar (see Note 4), we assumed certain retirement benefit obligations related to eligible Transtar employees.

In connection with the acquisition of Transtar, we established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees.

Defined Benefit Pensions

Our unfunded pension plan is a tax qualified plan.

Our pension plan covers certain eligible Transtar employees.

1 unchanged sentence

Pension benefits earned are generally based on years of service and compensation during active employment.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Postretirement Benefits

2 unchanged sentences

The remaining healthcare and life insurance plans are non-contributory.

The following table summarizes our retirement benefit plan costs for the three and nine months ended September 30, 2021.

The following table summarizes our retirement benefit plan costs for the three months ended March 31, 2022.

Service costs and interest costs are recorded in Operating expenses and Other (expense) income, respectively, in the Consolidated Statements of Operations.

4 unchanged sentences

The current and deferred components of the income tax benefit included in the Consolidated Statements of Operations are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Federal $ 377 $ 19

5 unchanged sentences

Foreign 312 ( 84 )

Total deferred benefit ( 679 ) ( 2,503 ) ( 2,311 ) ( 6,992 )

Benefit from income taxes $ ( 494 ) $ ( 2,486 ) $ ( 1,965 ) $ ( 6,334 )

Total deferred provision 2,388 71

Provision for income taxes $ 3,486 $ 169

We are taxed as a flow-through entity for U.S.

5 unchanged sentences

corporate tax rates, or being deemed to be foreign sourced and thus either not taxable or taxable at effectively lower tax rates.

As of and for the nine months ended September 30, 2021, we had not established a liability for uncertain tax positions as no such positions existed.

As of and for the three months ended March 31, 2022, we had not established a liability for uncertain tax positions as no such positions existed.

In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.

1 unchanged sentence

Generally, we are not subject to examination by taxing authorities for tax years prior to 2018.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2021.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of March 31, 2022.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

4 unchanged sentences

The management fee is determined by taking the average value of total equity (excluding non-controlling interests) determined on a consolidated basis in accordance with GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 % and is payable monthly in arrears in cash.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The income incentive allocation is calculated and distributable quarterly in arrears based on the pre-incentive allocation net income for the immediately preceding calendar quarter (the “Income Incentive Allocation”).

8 unchanged sentences

The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Management fees $ 4,164 $ 3,990

11 unchanged sentences

The following table summarizes our reimbursements to the Manager:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Classification in the Consolidated Statements of Operations:

9 unchanged sentences

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Accrued management fees $ 1,404 $ 1,495

Other payables 2,259 2,326

As of September 30, 2021 and December 31, 2020, there were no receivables from the Manager.

As of March 31, 2022 and December 31, 2021, there were no receivables from the Manager.

Other Affiliate Transactions

As of September 30, 2021 and December 31, 2020 an affiliate of our Manager owns an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at September 30, 2021 and December 31, 2020 was $ 1.6 million and $ 17.2 million, respectively.

As of March 31, 2022 and December 31, 2021, an affiliate of our Manager owns an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at March 31, 2022 and December 31, 2021 was $( 16.2 ) million and $( 9.1 ) million, respectively.

The following table presents the amount of this non-controlling interest share of net loss:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Non-controlling interest share of net loss $ ( 7,136 ) $ ( 5,016 )

4 unchanged sentences

This transaction resulted in a purchase of non-controlling interest shares.

See Note 18 for details related to conversions during the period.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

In July 2020, we purchased a 14 % interest in FYX from an affiliate of our Manager, which retained a non-controlling interest in FYX subsequent to the transaction.

1 unchanged sentence

See Note 5 for additional information related to FYX.

During the nine months ended September 30, 2021, we granted options to the Manager in connection with the offering of the Series C Preferred Shares (as defined in Note 20) and the offering of common shares in September 2021.

See Notes 15 and 20 for additional information.

On May 4, 2021, the Company received a promissory note from Long Ridge Terminal LLC, an affiliate, in exchange for a loan in the principal amount of $ 5.8 million.

The note bears interest at a rate of 10 % per annum, with a maturity date of December 31, 2021.

The total principal amount plus all accrued and unpaid interest will be due and payable on the maturity date.

Interest income was $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2021.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

SEGMENT INFORMATION

4 unchanged sentences

The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal and other related assets.

The Ports and Terminals segment consists of Repauno, which is a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern and multiple industrial development opportunities, and an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal port located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant under construction.

The Ports and Terminals segment consists of Repauno, which is a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities, and an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal port located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.

In July 2021, we acquired Transtar and it operates as a separate reportable segment within our Infrastructure business.

Transtar is comprised of five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities.

See Note 4 for additional information.

Corporate and Other primarily consists of debt, unallocated company level general and administrative expenses, and management fees.

Additionally, Corporate and Other includes (i) offshore energy related assets, which consist of vessels and equipment that support offshore oil and gas drilling and production which are typically subject to operating leases, (ii) an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and (iii) railroad assets which consist of equipment that support a railcar cleaning business.

Corporate and Other primarily consists of debt, unallocated corporate general and administrative expenses, and management fees.

Additionally, Corporate and Other includes (i) offshore energy related assets, which consist of vessels and equipment that support offshore oil and gas activities and production which are typically subject to operating leases, (ii) an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and (iii) railroad assets which consist of equipment that support a railcar cleaning business and (iv) various clean technology and sustainability investments (see Note 5 for additional information).

The accounting policies of the segments are the same as those described in the summary of significant accounting policies;

however, financial information presented by segment includes the impact of intercompany eliminations.

We evaluate investment performance for each reportable segment primarily based on net income attributable to shareholders and Adjusted EBITDA.

Adjusted EBITDA is defined as net income (loss) attributable to shareholders from continuing operations, adjusted (a) to exclude the impact of provision for (benefit from) 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 chief operating decision maker evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA.

Adjusted EBITDA is defined as net income (loss) attributable to shareholders, adjusted (a) to exclude the impact of provision for (benefit from) 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.

We believe that net income (loss) attributable to shareholders, as defined by GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA.

4 unchanged sentences

The following tables set forth certain information for each reportable segment:

For the Three Months Ended September 30, 2021

Three Months Ended September 30, 2021

For the Three Months Ended March 31, 2022

Three Months Ended March 31, 2022

Equipment Leasing Infrastructure

12 unchanged sentences

Other income (expense)

Equity in (losses) earnings of unconsolidated entities ( 369 ) — ( 3,789 ) — 76 ( 4,082 )

Equity in earnings (losses) of unconsolidated entities 198 — ( 23,549 ) — ( 662 ) ( 24,013 )

Gain on sale of assets, net 16,288 — — — — 16,288

2 unchanged sentences

Total other income (expense) 16,651 ( 99 ) ( 23,549 ) ( 360 ) ( 171 ) ( 7,528 )

Income (loss) from continuing operations before income taxes 53,497 ( 16,114 ) ( 16,056 ) 5,308 ( 66,572 ) ( 39,937 )

Provision for (benefit from) income taxes 129 47 ( 1,798 ) 1,128 — ( 494 )

Net income (loss) from continuing operations 53,368 ( 16,161 ) ( 14,258 ) 4,180 ( 66,572 ) ( 39,443 )

Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 7,189 ) ( 174 ) — — ( 7,363 )

Dividends on preferred shares — — — — 6,791 6,791

Net income (loss) from continuing operations attributable to shareholders $ 53,368 $ ( 8,972 ) $ ( 14,084 ) $ 4,180 $ ( 73,363 ) $ ( 38,871 )

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations:

Three Months Ended September 30, 2021

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Adjusted EBITDA $ 96,002 $ 1,946 $ 2,766 $ 11,466 $ ( 15,791 ) $ 96,389

Non-controlling share of Adjusted EBITDA 3,420

Equity in losses of unconsolidated entities ( 4,082 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 7,470 )

Interest expense ( 54,500 )

Depreciation and amortization expense ( 59,811 )

Incentive allocations —

Asset impairment charges ( 859 )

Changes in fair value of non-hedge derivative instruments ( 4,594 )

Losses on the modification or extinguishment of debt and capital lease obligations —

Acquisition and transaction expenses ( 7,130 )

Equity-based compensation expense ( 728 )

Benefit from income taxes 494

Net loss attributable to shareholders from continuing operations $ ( 38,871 )

Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows:

Three Months Ended September 30, 2021

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Asia $ 36,421 $ — $ — $ — $ 5,236 $ 41,657

Europe 35,708 — — — — 35,708

North America 18,152 11,902 ( 458 ) 24,540 804 54,940

South America 3,657 — — — — 3,657

Total $ 93,938 $ 11,902 $ ( 458 ) $ 24,540 $ 6,040 $ 135,962

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Nine Months Ended September 30, 2021

Nine Months Ended September 30, 2021

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Equipment leasing revenues $ 228,482 $ — $ — $ — $ 8,870 $ 237,352

Infrastructure revenues — 34,148 9,982 24,540 4,004 72,674

Total revenues 228,482 34,148 9,982 24,540 12,874 310,026

Operating expenses 28,806 35,939 12,202 12,877 19,149 108,973

General and administrative — — — — 12,329 12,329

Acquisition and transaction expenses 2,890 — — 851 9,431 13,172

Management fees and incentive allocation to affiliate — — — — 11,948 11,948

Depreciation and amortization 100,583 26,438 6,726 5,270 6,257 145,274

Asset impairment 3,048 — — — — 3,048

Interest expense — 8,496 857 37 115,604 124,994

Total expenses 135,327 70,873 19,785 19,035 174,718 419,738

Other income (expense)

Equity in (losses) earnings of unconsolidated entities ( 1,050 ) — ( 9,262 ) — 452 ( 9,860 )

Gain on sale of assets, net 17,467 — 16 — — 17,483

Loss on extinguishment of debt — — — — ( 3,254 ) ( 3,254 )

Interest income 963 — 236 — 23 1,222

Other (expense) income ( 1,680 ) ( 2,795 ) ( 4,100 ) ( 197 ) 1 ( 8,771 )

Total other income (expense) 15,700 ( 2,795 ) ( 13,110 ) ( 197 ) ( 2,778 ) ( 3,180 )

Income (loss) from continuing operations before income taxes 108,855 ( 39,520 ) ( 22,913 ) 5,308 ( 164,622 ) ( 112,892 )

Provision for (benefit from) income taxes 83 163 ( 3,265 ) 1,128 ( 74 ) ( 1,965 )

Net income (loss) from continuing operations 108,772 ( 39,683 ) ( 19,648 ) 4,180 ( 164,548 ) ( 110,927 )

(Loss) income before income taxes ( 127,675 ) ( 15,986 ) ( 32,074 ) 9,622 ( 60,060 ) ( 226,173 )

Provision for income taxes 1,057 69 — 2,079 281 3,486

Net (loss) income ( 128,732 ) ( 16,055 ) ( 32,074 ) 7,543 ( 60,341 ) ( 229,659 )

Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 7,136 ) ( 330 ) — — ( 7,466 )

Dividends on preferred shares — — — — 6,791 6,791

Net income (loss) from continuing operations attributable to shareholders $ 108,772 $ ( 20,940 ) $ ( 19,442 ) $ 4,180 $ ( 182,515 ) $ ( 109,945 )

Net (loss) income attributable to shareholders $ ( 128,732 ) $ ( 8,919 ) $ ( 31,744 ) $ 7,543 $ ( 67,132 ) $ ( 228,984 )

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations:

Nine Months Ended September 30, 2021

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders:

Three Months Ended March 31, 2022

Equipment Leasing Infrastructure

12 unchanged sentences

Equity-based compensation expense ( 709 )

Benefit from income taxes 1,965

Net loss attributable to shareholders from continuing operations $ ( 109,945 )

Provision for income taxes ( 3,486 )

Net loss attributable to shareholders $ ( 228,984 )

Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows:

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

Equipment Leasing Infrastructure

9 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

For the Three Months Ended September 30, 2020

Three Months Ended September 30, 2020

For the Three Months Ended March 31, 2021

Three Months Ended March 31, 2021

Equipment Leasing Infrastructure

11 unchanged sentences

Total expenses 40,109 20,642 5,592 — 48,164 114,507

Other income (expense)

Equity in (losses) earnings of unconsolidated entities ( 340 ) — 1,542 — 172 1,374

Loss on sale of assets, net ( 1,114 ) — — — — ( 1,114 )

Interest income 41 — — — 17 58

Total other (expense) income ( 1,320 ) — ( 2,285 ) — 48 ( 3,557 )

Income (loss) from continuing operations before income taxes 21,667 ( 6,701 ) ( 4,433 ) — ( 38,228 ) ( 27,695 )

(Benefit from) provision for income taxes ( 1,873 ) 3 ( 656 ) — 40 ( 2,486 )

Net income (loss) from continuing operations 23,540 ( 6,704 ) ( 3,777 ) — ( 38,268 ) ( 25,209 )

Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 3,809 ) ( 67 ) — — ( 3,876 )

Dividends on preferred shares — — — — 4,625 4,625

Net income (loss) from continuing operations attributable to shareholders $ 23,540 $ ( 2,895 ) $ ( 3,710 ) $ — $ ( 42,893 ) $ ( 25,958 )

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations:

Three Months Ended September 30, 2020

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Adjusted EBITDA $ 70,562 $ 4,348 $ ( 837 ) $ — $ ( 15,437 ) $ 58,636

Non-controlling share of Adjusted EBITDA 1,955

Equity in losses of unconsolidated entities ( 2,501 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 120 )

Interest expense ( 26,904 )

Depreciation and amortization expense ( 52,532 )

Incentive allocations —

Asset impairment charges ( 3,915 )

Changes in fair value of non-hedge derivative instruments —

Losses on the modification or extinguishment of debt and capital lease obligations —

Acquisition and transaction expenses ( 2,442 )

Equity-based compensation expense ( 621 )

Benefit from income taxes 2,486

Net loss attributable to shareholders from continuing operations $ ( 25,958 )

Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows:

Three Months Ended September 30, 2020

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Africa $ 1,781 $ — $ — $ — $ — $ 1,781

Asia 28,522 — — — 3,308 31,830

Europe 29,011 — — — — 29,011

North America 6,911 11,697 1,242 — 971 20,821

South America 266 — — — — 266

Total $ 66,491 $ 11,697 $ 1,242 $ — $ 4,279 $ 83,709

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Nine Months Ended September 30, 2020

Nine Months Ended September 30, 2020

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Equipment leasing revenues $ 224,742 $ — $ — $ — $ 11,340 $ 236,082

Infrastructure revenues — 49,519 1,556 — 3,701 54,776

Total revenues 224,742 49,519 1,556 — 15,041 290,858

Operating expenses 13,163 43,894 6,579 — 17,508 81,144

General and administrative — — — — 13,292 13,292

Acquisition and transaction expenses 6,845 — 821 — 1,631 9,297

Management fees and incentive allocation to affiliate — — — — 14,113 14,113

Depreciation and amortization 97,848 21,636 1,122 — 5,937 126,543

Asset impairment 14,391 — — — — 14,391

Interest expense — 7,225 1,045 — 63,289 71,559

Total expenses 132,247 72,755 9,567 — 115,770 330,339

Other income (expense)

Equity in losses of unconsolidated entities ( 1,432 ) — ( 3,961 ) — ( 52 ) ( 5,445 )

Loss on sale of assets, net ( 2,158 ) ( 7 ) — — — ( 2,165 )

Loss on extinguishment of debt — ( 4,724 ) — — — ( 4,724 )

Gain on sale of assets, net 811 — — — — 811

Interest income 267 — — — 18 285

Other income — 181 — — — 181

Total other expense ( 3,520 ) ( 4,677 ) ( 3,961 ) — ( 23 ) ( 12,181 )

Income (loss) from continuing operations before income taxes 88,975 ( 27,913 ) ( 11,972 ) — ( 100,752 ) ( 51,662 )

Total other income 738 181 1,542 — 190 2,651

Income (loss) before income taxes 16,730 ( 9,742 ) 4,046 — ( 45,741 ) ( 34,707 )

(Benefit from) provision for income taxes ( 42 ) 57 154 — — 169

Net income (loss) from continuing operations 94,230 ( 28,125 ) ( 10,438 ) — ( 100,995 ) ( 45,328 )

Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 12,490 ) ( 234 ) — — ( 12,724 )

Net income (loss) 16,772 ( 9,799 ) 3,892 — ( 45,741 ) ( 34,876 )

Net (loss) income attributable to non-controlling interests in consolidated subsidiaries — ( 5,016 ) 55 — — ( 4,961 )

Dividends on preferred shares — — — — 4,625 4,625

Net income (loss) from continuing operations attributable to shareholders $ 94,230 $ ( 15,635 ) $ ( 10,204 ) $ — $ ( 114,238 ) $ ( 45,847 )

Net income (loss) attributable to shareholders $ 16,772 $ ( 4,783 ) $ 3,837 $ — $ ( 50,366 ) $ ( 34,540 )

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders from continuing operations:

Nine Months Ended September 30, 2020

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to shareholders:

Three Months Ended March 31, 2021

Equipment Leasing Infrastructure

2 unchanged sentences

Non-controlling share of Adjusted EBITDA 2,029

Equity in losses of unconsolidated entities ( 5,445 )

Equity in income of unconsolidated entities 1,374

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 2,402 )

7 unchanged sentences

Equity-based compensation expense ( 1,114 )

Benefit from income taxes 6,334

Net loss attributable to shareholders from continuing operations $ ( 45,847 )

Provision for income taxes ( 169 )

Net loss attributable to shareholders $ ( 34,540 )

Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows:

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

Equipment Leasing Infrastructure

Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total

Africa $ 10,254 $ — $ — $ — $ — $ 10,254

Asia $ 25,024 $ — $ — $ — $ 506 $ 25,530

8 unchanged sentences

The following tables sets forth summarized balance sheet information and the geographic location of property, plant and equipment and leasing equipment, net:

September 30, 2021

March 31, 2022

Equipment Leasing Infrastructure

6 unchanged sentences

Total liabilities and equity $ 2,055,176 $ 1,263,530 $ 308,076 $ 772,851 $ 358,864 $ 4,758,497

September 30, 2021

March 31, 2022

Equipment Leasing Infrastructure

1 unchanged sentence

Property, plant and equipment and leasing equipment, net

Africa $ 22,007 $ — $ — $ — $ — $ 22,007

Asia 292,184 — — — 174,892 467,076

25 unchanged sentences

EARNINGS PER SHARE AND EQUITY

Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to shareholders by the weighted average number of common shares outstanding, plus any participating securities.

Basic earnings per common share (“EPS”) is calculated by dividing net loss attributable to shareholders by the weighted average number of common shares outstanding, plus any participating securities.

Diluted EPS is calculated by dividing net income attributable to shareholders by the weighted average number of common shares outstanding, plus any participating securities and potentially dilutive securities.

1 unchanged sentence

The calculation of basic and diluted EPS is presented below:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except share and per share data) 2022 2021

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 $ ( 229,659 ) $ ( 34,876 )

6 unchanged sentences

99,366,877 86,027,944

Continuing operations $ ( 0.44 ) $ ( 0.30 ) $ ( 1.27 ) $ ( 0.53 )

Discontinued operations $ — $ — $ — $ 0.02

Continuing operations $ ( 0.44 ) $ ( 0.30 ) $ ( 1.27 ) $ ( 0.53 )

Discontinued operations $ — $ — $ — $ 0.02

Loss per share:

Basic $ ( 2.30 ) $ ( 0.40 )

Diluted $ ( 2.30 ) $ ( 0.40 )

________________________________________________________

(1) Three and nine months ended September 30, 2021 and 2020 includes participating securities which can be converted into a fixed amount of our shares.

For the three months ended September 30, 2021 and 2020, 950,524 and 21,244 shares, respectively, and for the nine months ended September 30, 2021 and 2020, 940,254 and 504 shares, respectively, have been excluded from the calculation of Diluted EPS because the impact would be anti-dilutive.

During the nine months ended September 30, 2021, we issued 17,155 common shares to certain directors as compensation.

During the nine months ended September 30, 2021, certain holders of Class B Units (see Note 18) converted 279,678 Class B Units in exchange for 207,129 common shares.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Preferred Shares

In March 2021, in a public offering, we issued 4,200,000 shares of 8.25 % Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”), par value $ 0.01 per share, with a liquidation preference of $ 25.00 per share for net proceeds of approximately $ 101.2 million.

See Note 15 for information related to options issued to the Manager in connection with such offering.

Common Shares

In September 2021, we issued 12,000,000 common shares, par value $ 0.01 per share, at a price of $ 25.50 per share.

We received net proceeds of $ 291.7 million after deducting underwriting discounts and offering expenses.

The proceeds were used to repay a portion of the Bridge Loans (see Note 10).

See Note 15 for information related to options issued to the Manager in connection with such offering.

(1) Three months ended March 31, 2022 and 2021 include participating securities which can be converted into a fixed amount of our shares.

For the three months ended March 31, 2022 and 2021, 771,689 and 803,800 shares, respectively, have been excluded from the calculation of Diluted EPS because the impact would be anti-dilutive.

During the three months ended March 31, 2022, we issued 8,311 common shares to certain directors as compensation.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

We believe the risk of loss in connection with such arrangements is remote.

We have also entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We will account for such amounts when and if such conditions are achieved.

The contingency related to $ 5.0 million of the total $ 15.0 million was resolved during the nine months ended September 30, 2021.

The $ 5.0 million payment was recorded as a payable and included in the cost of the asset acquisition.

The contingency related to $ 5.0 million of the total $ 15.0 million was resolved during the year ended December 31, 2021.

The $ 5.0 million payment was included in the cost of the asset acquisition.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Jefferson entered into a two-year pipeline capacity agreement for a recently completed pipeline.

Under the agreement, which took effect in the second quarter of 2021, Jefferson is obligated to pay fixed marketing fees over the two-year agreement, which totals a minimum of $ 10.2 million per year.

Under th e agreement, which took effect in the second quarter of 2021, Jefferson is obligated to pay fixed marketing fees over the two-year agreement, which totals a minimum of $ 10.2 million per year.

SUBSEQUENT EVENTS

In October 2021, the underwriters of our September 2021 equity offering exercised an option to purchase an additional 1,283,863 common shares, par value $ 0.01 per share, at a price of $ 25.50 per share.

On October 28, 2021, our Board of Directors declared a cash dividend on our common shares and eligible participating securities 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, our Board of Directors also declared cash dividends on the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of $ 0.52 , $ 0.50 and $ 0.52 per share, respectively, payable on December 15, 2021 to the holders of record on December 1, 2021.

Transfer of Listing

In April 2022, the Company voluntarily transferred the listing of its Class A common shares, par value $ 0.01 per share (“Class A Common Shares”), its 8.25 % Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (the “Series A Preferred Shares”), its 8.00 % Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (the “Series B Preferred Shares”) and its 8.25 % Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (the “Series C Preferred Shares” and, together with the Series A Preferred Shares and Series B Preferred Shares, the “Preferred Shares”) from the New York Stock Exchange to The Nasdaq Stock Market LLC (“Nasdaq”).

The Company’s Class A Common Shares and the Preferred Shares commenced trading on the Nasdaq on April 26, 2022.

The Company’s Class A Common Shares, the Series A Preferred Shares, Series B Preferred Shares and the Series C Preferred Shares trade on Nasdaq under the ticker symbols “FTAI,” “FTAIP,” “FTAIO” and “FTAIN,” respectively.

On April 28, 2022, our Board of Directors declared a cash dividend on our common shares and eligible participating securities of $ 0.33 per share for the quarter ended March 31, 2022, payable on May 24, 2022 to the holders of record on May 13, 2022.

Additionally, on April 28, 2022, our Board of Directors also declared cash dividends on the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of $ 0.52 , $ 0.50 and $ 0.52 per share, respectively, payable on June 15, 2022 to the holders of record on June 1, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements