FTAI Aviation Ltd. 10-Q

Item 1. Financial Statements FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) (Unaudited) Notes March 31, 2022 December 31, 2021 Assets Cash and cash equivalents 2 $ 145,266 $ 188,078 Restricted cash 2 214,401 251,983 Accounts receivable, net 105,113 175,225 Leasing equipment, net 3 1,901,960 1,891,649 Operating lease right-of-use assets, net 74,513 75,344 Property, plant, and equipment, net 4 1,587,291 1,555,857 Investments 5 78,498 77,325 Intangible assets, net 6 101,464 98,699 Goodwill 257,968 257,137 Other assets 2 292,023 292,557 Total assets $ 4,758,497 $ 4,863,854 Liabilities Accounts payable and accrued liabilities $ 191,131 $ 202,669 Debt, net 7 3,399,367 3,220,211 Maintenance deposits 74,322 106,836 Security deposits 31,003 40,149 Operating lease liabilities 73,005 73,594 Other liabilities 228,674 96,295 Total liabilities $ 3,997,502 $ 3,739,754 Commitments and contingencies 16 Equity Common shares ($ 0.01 par value per share; 2,000,000,000 shares authorized; 99,188,696 and 99,180,385 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively) $ 992 $ 992 Preferred shares ($ 0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 13,320,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively) 133 133 Additional paid in capital 1,372,564 1,411,940 Accumulated deficit ( 354,585 ) ( 132,392 ) Accumulated other comprehensive loss ( 251,160 ) ( 156,381 ) Shareholders' equity 767,944 1,124,292 Non-controlling interest in equity of consolidated subsidiaries ( 6,949 ) ( 192 ) Total equity 760,995 1,124,100 Total liabilities and equity $ 4,758,497 $ 4,863,854 See accompanying notes to consolidated financial statements. 5 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended March 31, Notes 2022 2021 Revenues Equipment leasing revenues $ 91,691 $ 56,607 Infrastructure revenues 46,148 20,542 Total revenues 9 137,839 77,149 Expenses Operating expenses 2 108,916 24,997 General and administrative 5,691 4,252 Acquisition and transaction expenses 6,024 1,643 Management fees and incentive allocation to affiliate 13 4,164 3,990 Depreciation and amortization 3, 4, 6 58,301 44,535 Asset impairment 122,790 2,100 Interest expense 50,598 32,990 Total expenses 356,484 114,507 Other income (expense) 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 (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 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 7,466 ) ( 4,961 ) Less: Dividends on preferred shares 6,791 4,625 Net loss attributable to shareholders $ ( 228,984 ) $ ( 34,540 ) Loss per share: 15 Basic $ ( 2.30 ) $ ( 0.40 ) Diluted $ ( 2.30 ) $ ( 0.40 ) Weighted average shares outstanding: Basic 99,366,877 86,027,944 Diluted 99,366,877 86,027,944 See accompanying notes to consolidated financial statements. 6 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (Dollars in thousands) Three Months Ended March 31, 2022 2021 Net loss $ ( 229,659 ) $ ( 34,876 ) Other comprehensive loss: Other comprehensive (loss) income related to equity method investees, net (1) ( 94,779 ) 9,954 Comprehensive loss ( 324,438 ) ( 24,922 ) Comprehensive loss attributable to non-controlling interest ( 7,466 ) ( 4,961 ) Comprehensive loss attributable to shareholders $ ( 316,972 ) $ ( 19,961 ) ________________________________________________________ (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. 7 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) 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 loss — ( 94,779 ) — ( 94,779 ) Total comprehensive loss ( 222,193 ) ( 94,779 ) ( 7,466 ) ( 324,438 ) Issuance of common shares 164 164 Dividends declared - common shares ( 32,749 ) ( 32,749 ) Dividends declared - preferred shares ( 6,791 ) ( 6,791 ) Equity-based compensation 709 709 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 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 Dividends declared - common shares ( 28,383 ) ( 28,383 ) Issuance of preferred shares 42 101,138 101,180 Dividends declared - preferred shares ( 4,625 ) ( 4,625 ) Equity-based compensation 1,114 1,114 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. 8 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Three Months Ended March 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 229,659 ) $ ( 34,876 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: 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 ) Equity-based compensation 709 1,114 Depreciation and amortization 58,301 44,535 Asset impairment 122,790 2,100 Change in deferred income taxes 2,388 71 Change in fair value of non-hedge derivative 766 ( 7,964 ) Amortization of lease intangibles and incentives 12,013 8,108 Amortization of deferred financing costs 5,771 2,268 Provision for (benefit from) credit losses 47,914 ( 547 ) Other ( 208 ) ( 279 ) Change in: Accounts receivable 8,619 ( 19,786 ) Other assets ( 10,265 ) ( 17,953 ) Accounts payable and accrued liabilities ( 16,597 ) ( 19,778 ) Management fees payable to affiliate ( 158 ) ( 602 ) Other liabilities 3,406 ( 322 ) Net cash provided by (used in) operating activities 1,923 ( 48,932 ) Cash flows from investing activities: Investment in unconsolidated entities ( 1,637 ) ( 1,278 ) Principal collections on finance leases 67 395 Acquisition of leasing equipment ( 219,440 ) ( 114,781 ) Acquisition of property, plant and equipment ( 54,661 ) ( 39,302 ) Acquisition of lease intangibles ( 5,282 ) ( 386 ) Purchase deposits for acquisitions ( 3,350 ) ( 9,250 ) Proceeds from sale of leasing equipment 51,491 4,574 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 ) See accompanying notes to consolidated financial statements. 9 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Three Months Ended March 31, 2022 2021 Cash flows from financing activities: Proceeds from debt $ 408,980 $ 171,600 Repayment of debt ( 224,473 ) — Payment of deferred financing costs ( 10,818 ) ( 563 ) Receipt of security deposits 1,075 70 Return of security deposits — ( 975 ) Receipt of maintenance deposits 10,836 8,770 Release of maintenance deposits ( 250 ) ( 11,483 ) Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs — 101,180 Settlement of equity-based compensation — ( 183 ) Cash dividends - common shares ( 32,749 ) ( 28,383 ) Cash dividends - preferred shares ( 6,791 ) ( 4,625 ) Net cash provided by financing activities $ 145,810 $ 235,408 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 Cash and cash equivalents and restricted cash, end of period $ 359,667 $ 193,476 Supplemental disclosure of non-cash investing and financing activities: Acquisition of leasing equipment $ 9,658 $ 24,433 Acquisition of property, plant and equipment — ( 8,503 ) Settled and assumed security deposits ( 10,198 ) ( 697 ) Billed, assumed and settled maintenance deposits ( 31,594 ) ( 4,541 ) Non-cash change in equity method investment ( 94,779 ) 9,954 Issuance of common shares 164 150 See accompanying notes to consolidated financial statements. 10 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION 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. We have four reportable segments, (i) Aviation Leasing, (ii) Jefferson Terminal, (iii) Ports and Terminals and (iv) Transtar, which operate in two primary businesses, Equipment Leasing and Infrastructure (see Note 14). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of us and our subsidiaries. Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments, increase the risk of unscheduled lease terminations and depress lease rates and the value of our leasing equipment or operating assets. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We, through our subsidiaries, also conduct operations outside of the United States; such international operations are subject to the same risks as those associated with our United States operations as well as additional risks, including unexpected changes in regulatory requirements, heightened risk of political and economic instability, potentially adverse tax consequences and the burden of complying with foreign laws. We do not have significant exposure to foreign currency risk as all of our leasing arrangements and the majority of terminal services revenue are denominated in U.S. dollars. Variable Interest Entities — The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Delaware River Partners LLC During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98 % economic interest, and a 100 % voting interest in DRP. DRP is solely reliant on us to finance its activities and therefore is a VIE. We concluded that we were the primary beneficiary; 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. 11 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. Restricted Cash — Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal. Inventory — We hold aircraft engine modules, spare parts and used material inventory for trading and to support operations within our Aviation Leasing segment. Aviation inventory is carried at the lower of cost or net realizable value on our balance sheet. 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 $ 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 $ 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 Equipment Leasing Revenues Operating Leases —We lease equipment pursuant to operating leases. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the lease, assuming no renewals. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the customer is placed on non-accrual status and revenue is recognized when cash payments are received. Generally, under our aircraft lease and engine agreements, the lessee is required to make periodic maintenance payments calculated based on the lessee’s utilization of the leased asset or at the end of the lease. Typically, under our aircraft lease agreements, the lessee is responsible for maintenance, repairs and other operating expenses throughout the term of the lease. These periodic maintenance payments accumulate over the term of the lease to fund major maintenance events, and we are contractually obligated to return maintenance payments to the lessee up to the cost of maintenance events paid by the lessee. In the event the total cost of maintenance events over the term of a lease is less than the cumulative maintenance payments, we are not required to return any unused or excess maintenance payments to the lessee. Maintenance payments received for which we expect to repay to the lessee are presented as Maintenance Deposits in our Consolidated Balance Sheets. All excess maintenance payments received that we do not expect to repay to the lessee are recorded as Maintenance revenues. Estimates in recognizing revenue include mean time between removal, projected costs for engine maintenance and forecasted utilization of aircraft which are affected by historical usage patterns and overall industry, market and economic conditions. Significant changes to these estimates could have a material effect on the amount of revenue recognized in the period. For purchase and lease back transactions, we account for the transaction as a single arrangement. 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, 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. 12 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. Net investment in finance leases represents the minimum lease payments due from lessee, net of unearned income. The lease payments are segregated into principal and interest components similar to a loan. Unearned income is recognized on an effective interest method over the lease term and is recorded as finance lease income. The principal component of the lease payment is reflected as a reduction to the net investment in finance leases. Revenue is not recognized when collection is not reasonably assured. 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 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: industrial switching, interline services, demurrage and storage. 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 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. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income —Lease income consists of rental income from tenants for storage space. 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. 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. See Commodity Derivatives below for additional information. Payment terms for Infrastructure Revenues are generally short term in nature. Leasing Arrangements — At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other liabilities in our Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets , for both operating and finance leases , are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. 13 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets, and lease liabilities and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred . Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers on our finance leases and operating leases. We attempt to limit our credit risk by performing ongoing credit evaluations and, when deemed necessary, enter into collateral arrangements. 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. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. 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 $ 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 recorded in other comprehensive income related to cash flow hedges of our equity method investees and pension and other postretirement benefits. Derivative Financial Instruments Electricity Derivatives — Through our equity method investment in Long Ridge, we enter into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. We primarily use swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price. Cash Flow Hedges 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, 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. 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. 14 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 $ 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 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 . This ASU requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if (i) the lease would have been classified as a sales-type lease or a direct financing lease under Topic 842 and (ii) the lessor would have otherwise recognized a day-one loss. This standard is effective for all reporting periods beginning after December 15, 2021. We adopted this guidance in the first quarter of 2022, which did not have a material impact on our consolidated financial statements. 3. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: March 31, 2022 December 31, 2021 Leasing equipment $ 2,399,512 $ 2,356,219 Less: Accumulated depreciation ( 497,552 ) ( 464,570 ) Leasing equipment, net $ 1,901,960 $ 1,891,649 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: Aircraft 17 Engines 19 Dispositions: Aircraft — Engines 14 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended March 31, 2022 2021 Depreciation expense for leasing equipment $ 41,479 $ 34,695 15 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: March 31, 2022 December 31, 2021 Land, site improvements and rights $ 150,001 $ 149,914 Construction in progress 195,520 154,859 Bridges and tunnels 174,889 174,889 Buildings and improvements 19,164 19,164 Terminal machinery and equipment 970,519 962,552 Track and track related assets 100,054 100,014 Railroad equipment 8,347 8,331 Railcars and locomotives 108,007 111,574 Computer hardware and software 6,083 5,335 Furniture and fixtures 3,124 3,119 Other 10,972 10,548 1,746,680 1,700,299 Less: Accumulated depreciation ( 159,389 ) ( 144,442 ) Property, plant and equipment, net $ 1,587,291 $ 1,555,857 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 March 31, 2022 2021 Depreciation expense $ 14,947 $ 8,952 5. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value 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 (1) Equity method 50 % — — FYX Trust Holdco LLC Equity 14 % 1,255 1,255 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. 16 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, 2022 2021 Advanced Engine Repair JV $ ( 354 ) $ ( 340 ) Falcon MSN 177 LLC 552 — Intermodal Finance I, Ltd. 44 172 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”), 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. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge. Advanced Engine Repair JV In December 2016, we invested $ 15 million for a 25 % interest in an advanced engine repair joint venture. We focus on developing new cost savings programs for engine repairs. We exercise significant influence over this investment and account for this investment as an equity method investment. In August 2019, we expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest. 17 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Equity Investments FYX Trust Holdco LLC In July 2020, we invested $ 1.3 million for a 14 % interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. 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 Assets 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 Liabilities 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 Equity 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 Expenses 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 18 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 6. INTANGIBLE ASSETS AND LIABILITIES, NET Intangible assets and liabilities, net are summarized as follows: March 31, 2022 Aviation Leasing Jefferson Terminal Transtar Total Intangible assets Acquired favorable lease intangibles $ 75,726 $ — $ — $ 75,726 Less: Accumulated amortization ( 40,125 ) — — ( 40,125 ) Acquired favorable lease intangibles, net 35,601 — — 35,601 Customer relationships — 35,513 60,000 95,513 Less: Accumulated amortization — ( 26,926 ) ( 2,724 ) ( 29,650 ) Acquired customer relationships, net — 8,587 57,276 65,863 Total intangible assets, net $ 35,601 $ 8,587 $ 57,276 $ 101,464 Intangible liabilities Acquired unfavorable lease intangibles $ 18,227 $ — $ — $ 18,227 Less: Accumulated amortization ( 6,483 ) — — ( 6,483 ) Acquired unfavorable lease intangibles, net $ 11,744 $ — $ — $ 11,744 December 31, 2021 Aviation Leasing Jefferson Terminal Transtar Total Intangible assets Acquired favorable lease intangibles $ 67,013 $ — $ — $ 67,013 Less: Accumulated amortization ( 36,051 ) — — ( 36,051 ) Acquired favorable lease intangibles, net 30,962 — — 30,962 Customer relationships — 35,513 60,000 95,513 Less: Accumulated amortization — ( 26,038 ) ( 1,738 ) ( 27,776 ) Acquired customer relationships, net — 9,475 58,262 67,737 Total intangible assets, net $ 30,962 $ 9,475 $ 58,262 $ 98,699 Intangible liabilities Acquired unfavorable lease intangibles $ 14,795 $ — $ — $ 14,795 Less: Accumulated amortization ( 6,068 ) — — ( 6,068 ) Acquired unfavorable lease intangibles, net $ 8,727 $ — $ — $ 8,727 Intangible liabilities relate to unfavorable lease intangibles and are included as a component of Other liabilities in the Consolidated Balance Sheets. 19 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Amortization of intangible assets and liabilities is as follows: Classification in Consolidated Statements of Operations Three Months Ended March 31, 2022 2021 Lease intangibles Equipment leasing revenues $ 3,658 $ 752 Customer relationships Depreciation and amortization 1,875 888 Total $ 5,533 $ 1,640 As of March 31, 2022, estimated net annual amortization of intangibles is as follows: Remainder of 2021 $ 14,706 2023 15,516 2024 11,142 2025 5,955 2026 4,519 Thereafter 37,882 Total $ 89,720 20 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 7. DEBT, NET Our debt, net is summarized as follows: March 31, 2022 December 31, 2021 Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings Loans payable Revolving Credit Facility (1) $ 125,000 (i) Base Rate + 2.00 %; or (ii) Adjusted Term SOFR Rate + 3.00 % 12/2/24 $ 189,473 DRP Revolver (2) 25,000 (i) Base Rate + 2.75 %; or (ii) Base Rate + 3.75 % (Eurodollar) 11/5/24 25,000 EB-5 Loan Agreement 35,550 5.75 % 1/25/26 26,100 2021 Bridge Loans 340,057 (i) Base Rate + 1.75 %; or (ii) Adjusted Term SOFR Rate + 2.75 % 12/15/22 100,527 Total loans payable 525,607 341,100 Bonds payable Series 2020 Bonds 263,980 (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (iii) Taxable Series 2020B Bonds: 6.00 % (i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25 263,980 Series 2021 Bonds 425,000 (i) Series 2021A Bonds: 1.875 % to 3.000 % (ii) Series 2021B Bonds: 4.100 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 425,000 Senior Notes due 2025 (3) 852,075 6.50 % 10/1/25 852,198 Senior Notes due 2027 400,000 9.75 % 8/1/27 400,000 Senior Notes due 2028 (4) 1,002,336 5.50 % 5/1/28 1,002,416 Total bonds payable 2,943,391 2,943,594 Debt 3,468,998 3,284,694 Less: Debt issuance costs ( 69,631 ) ( 64,483 ) Total debt, net $ 3,399,367 $ 3,220,211 Total debt due within one year $ 340,057 $ 100,527 ________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 0.50 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (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 $ 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. 8. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. 21 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) • 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 March 31, 2022 March 31, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 145,266 $ 145,266 $ — $ — Market Restricted cash 214,401 214,401 — — Market Total assets $ 359,667 $ 359,667 $ — $ — Liabilities Derivative liabilities $ 766 $ — $ 766 $ — Income Total liabilities $ 766 $ — $ 766 $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2021 December 31, 2021 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 188,078 $ 188,078 $ — $ — Market Restricted cash 251,983 251,983 — — Market Derivative assets 2,220 — 2,220 — Income Total $ 442,281 $ 440,061 $ 2,220 $ — Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. 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. 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. 22 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: March 31, 2022 December 31, 2021 Series 2020 A Bonds (1) $ 171,071 $ 189,773 Series 2020 B Bonds (1) 81,487 81,637 Series 2021 A Bonds (1) 184,411 222,023 Series 2021 B Bonds (1) 185,052 194,278 Senior Notes due 2025 844,764 881,408 Senior Notes due 2027 418,704 448,848 Senior Notes due 2028 913,360 1,019,470 ________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. 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. 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. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value at acquisition or when it is determined the carrying value may not be recoverable. 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. 9. REVENUES 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 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 Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 33,847 $ — $ — $ — $ 5,367 $ 39,214 Maintenance revenue 36,732 — — — — 36,732 Finance lease income 111 — — — — 111 Other revenue 14,335 — — — 1,299 15,634 Total equipment leasing revenues 85,025 — — — 6,666 91,691 Infrastructure revenues Lease income — 352 — 488 — 840 Rail revenues — — 86 33,582 — 33,668 Terminal services revenues — 12,694 90 — — 12,784 Other revenue — — ( 2,162 ) — 1,018 ( 1,144 ) Total infrastructure revenues — 13,046 ( 1,986 ) 34,070 1,018 46,148 Total revenues $ 85,025 $ 13,046 $ ( 1,986 ) $ 34,070 $ 7,684 $ 137,839 23 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Three Months Ended March 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 39,789 $ — $ — $ — $ 438 $ 40,227 Maintenance revenue 15,508 — — — — 15,508 Finance lease income 403 — — — — 403 Other revenue 401 — — — 68 469 Total equipment leasing revenues 56,101 — — — 506 56,607 Infrastructure revenues Lease income — 430 — — — 430 Terminal services revenues — 10,289 132 — — 10,421 Other revenue — — 7,964 — 1,727 9,691 Total infrastructure revenues — 10,719 8,096 — 1,727 20,542 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 leases across several market sectors as of March 31, 2022: Operating Leases Remainder of 2022 $ 115,371 2023 111,824 2024 77,033 2025 51,673 2026 33,056 Thereafter 68,420 Total $ 457,377 10. 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 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 March 31, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years) 2022 2021 Restricted Shares $ 538 $ 841 $ 3,193 0.9 years Common Units 171 273 877 1.2 years Total $ 709 $ 1,114 $ 4,070 Options 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. 24 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 11. RETIREMENT BENEFIT PLANS 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. These plans are noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. Postretirement Benefits Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. 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. Pension Benefits Postretirement Benefits Service costs $ 438 $ 537 Interest costs 74 225 Total $ 512 $ 762 12. INCOME TAXES The current and deferred components of the income tax benefit included in the Consolidated Statements of Operations are as follows: Three Months Ended March 31, 2022 2021 Current: Federal $ 377 $ 19 State and local 428 71 Foreign 293 8 Total current provision 1,098 98 Deferred: Federal 1,621 155 State and local 455 — Foreign 312 ( 84 ) Total deferred provision 2,388 71 Provision for income taxes $ 3,486 $ 169 We are taxed as a flow-through entity for U.S. income tax purposes and our taxable income or loss generated is the responsibility of our owners. Taxable income or loss generated by our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. Our effective tax rate differs from the U.S. federal tax rate of 21 % primarily due to a significant portion of our income not being subject to U.S. 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 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. federal, state, local and foreign income tax examinations by tax authorities. 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 March 31, 2022. 25 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 13. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS The Manager is paid annual fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. Additionally, we have entered into certain incentive allocation arrangements with Master GP, which owns approximately 0.05 % of the Partnership and is the general partner of the Partnership. The Manager is entitled to a management fee, incentive allocations (comprised of income incentive allocation and capital gains incentive allocation, defined below) and reimbursement of certain expenses. 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. 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”). For this purpose, pre-incentive allocation net income means, with respect to a calendar quarter, net income attributable to shareholders during such quarter calculated in accordance with GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by our independent directors. Pre-incentive allocation net income does not include any Income Incentive Allocation or Capital Gains Incentive Allocation (described below) paid to the Master GP during the relevant quarter. One of our subsidiaries allocates and distributes to the Master GP an Income Incentive Allocation with respect to its pre-incentive allocation net income in each calendar quarter as follows: (1) no Income Incentive Allocation in any calendar quarter in which pre-incentive allocation net income, expressed as a rate of return on the average value of our net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive allocation net income with respect to that portion of such pre-incentive allocation net income, if any, that is equal to or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of the amount of pre-incentive allocation net income, if any, that exceeds 2.2223 % for such quarter. These calculations will be prorated for any period of less than three months. Capital Gains Incentive Allocation is calculated and distributable in arrears as of the end of each calendar year and is equal to 10% of our pro rata share of cumulative realized gains from the date of the IPO through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Allocation payments were made to the Master GP. The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation: Three Months Ended March 31, 2022 2021 Management fees $ 4,164 $ 3,990 Income incentive allocation — — Capital gains incentive allocation — — Total $ 4,164 $ 3,990 We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by us include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of our assets, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to our shareholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used for us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our transfer agent. We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses. 26 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table summarizes our reimbursements to the Manager: Three Months Ended March 31, 2022 2020 Classification in the Consolidated Statements of Operations: General and administrative $ 2,878 $ 2,233 Acquisition and transaction expenses 348 417 Total $ 3,226 $ 2,650 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. The termination fee is equal to the amount of the management fee during the 12 months immediately preceding the date of the termination. In addition, an Incentive Allocation Fair Value Amount will be distributable to the Master GP if the Master GP is removed due to the termination of the Management Agreement in certain specified circumstances. The Incentive Allocation Fair Value Amount is an amount equal to the Income Incentive Allocation and the Capital Gains Incentive Allocation that would be paid to the Master GP if our assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our common shares or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common shares in an amount equal to 10% of the number of common shares being sold in the offering (or if the issuance relates to equity securities other than our common shares, options to purchase a number of common shares equal to 10% of the gross capital raised in the equity issuance divided by the fair market value of a common share as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a common share as of the date of the equity issuance if it relates to equity securities other than our common shares). Any ultimate purchaser of common shares for which such options are granted may be an affiliate of Fortress. The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets: March 31, 2022 December 31, 2021 Accrued management fees $ 1,404 $ 1,495 Other payables 2,259 2,326 As of March 31, 2022 and December 31, 2021, there were no receivables from the Manager. Other Affiliate Transactions 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 March 31, 2022 2021 Non-controlling interest share of net loss $ ( 7,136 ) $ ( 5,016 ) On June 21, 2018, we, through a wholly owned subsidiary, completed a private offering with several third parties (the “Holders”) to tender their approximately 20 % stake in Jefferson Terminal. We increased our majority interest in Jefferson Terminal in exchange for Class B Units of another wholly owned subsidiary, which provide the right to convert such Class B Units to a fixed amount of our shares, equivalent to approximately 1.9 million shares, at a Holder’s request. We have the option to satisfy any exchange request by delivering either common shares or cash. The Holders are entitled to receive distributions equivalent to the distributions paid to our shareholders. This transaction resulted in a purchase of non-controlling interest shares. 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. Additionally, other investors in FYX are also affiliates of our Manager. See Note 5 for additional information related to FYX. 27 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 14. SEGMENT INFORMATION Our reportable segments represent strategic business units comprised of investments in different types of transportation and infrastructure assets. We have four reportable segments which operate in the Equipment Leasing and Infrastructure businesses across several market sectors. Our reportable segments are (i) Aviation Leasing, (ii) Jefferson Terminal, (iii) Ports and Terminals and (iv) Transtar. The Aviation Leasing segment consists of aircraft and aircraft engines held for lease and are typically held long-term. 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, 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. 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. 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. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to shareholders as determined in accordance with GAAP. 28 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth certain information for each reportable segment: I. For the Three Months Ended March 31, 2022 Three Months Ended March 31, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 85,025 $ — $ — $ — $ 6,666 $ 91,691 Infrastructure revenues — 13,046 ( 1,986 ) 34,070 1,018 46,148 Total revenues 85,025 13,046 ( 1,986 ) 34,070 7,684 137,839 Expenses Operating expenses 66,202 13,123 3,883 19,063 6,645 108,916 General and administrative — — — — 5,691 5,691 Acquisition and transaction expenses 1,030 — — 206 4,788 6,024 Management fees and incentive allocation to affiliate — — — — 4,164 4,164 Depreciation and amortization 39,329 9,700 2,369 4,759 2,144 58,301 Asset impairment 122,790 — — — — 122,790 Interest expense — 6,110 287 60 44,141 50,598 Total expenses 229,351 28,933 6,539 24,088 67,573 356,484 Other income (expense) Equity in earnings (losses) of unconsolidated entities 198 — ( 23,549 ) — ( 662 ) ( 24,013 ) Gain on sale of assets, net 16,288 — — — — 16,288 Interest income 165 — — — 491 656 Other expense — ( 99 ) — ( 360 ) — ( 459 ) Total other income (expense) 16,651 ( 99 ) ( 23,549 ) ( 360 ) ( 171 ) ( 7,528 ) (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 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 7,136 ) ( 330 ) — — ( 7,466 ) Less: Dividends on preferred shares — — — — 6,791 6,791 Net (loss) income attributable to shareholders $ ( 128,732 ) $ ( 8,919 ) $ ( 31,744 ) $ 7,543 $ ( 67,132 ) $ ( 228,984 ) 29 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: Three Months Ended March 31, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 47,543 $ 3,806 $ 1,369 $ 14,647 $ ( 15,804 ) $ 51,561 Add: Non-controlling share of Adjusted EBITDA 3,816 Add: Equity in losses of unconsolidated entities ( 24,013 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 5,661 ) Less: Interest expense ( 50,598 ) Less: Depreciation and amortization expense ( 70,314 ) Less: Incentive allocations — Less: Asset impairment charges ( 122,790 ) Less: Changes in fair value of non-hedge derivative instruments ( 766 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 6,024 ) Less: Equity-based compensation expense ( 709 ) Less: 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: Three Months Ended March 31, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Africa $ 850 $ — $ — $ — $ — $ 850 Asia 17,063 — — — 6,666 23,729 Europe 31,976 — — — — 31,976 North America 25,772 13,046 ( 1,986 ) 34,070 1,018 71,920 South America 9,364 — — — — 9,364 Total $ 85,025 $ 13,046 $ ( 1,986 ) $ 34,070 $ 7,684 $ 137,839 30 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. For the Three Months Ended March 31, 2021 Three Months Ended March 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 56,101 $ — $ — $ — $ 506 $ 56,607 Infrastructure revenues — 10,719 8,096 — 1,727 20,542 Total revenues 56,101 10,719 8,096 — 2,233 77,149 Expenses Operating expenses 4,250 11,721 3,102 — 5,924 24,997 General and administrative — — — — 4,252 4,252 Acquisition and transaction expenses 1,196 — — — 447 1,643 Management fees and incentive allocation to affiliate — — — — 3,990 3,990 Depreciation and amortization 32,563 7,718 2,211 — 2,043 44,535 Asset impairment 2,100 — — — — 2,100 Interest expense — 1,203 279 — 31,508 32,990 Total expenses 40,109 20,642 5,592 — 48,164 114,507 Other income Equity in (losses) earnings of unconsolidated entities ( 340 ) — 1,542 — 172 1,374 Gain on sale of assets, net 811 — — — — 811 Interest income 267 — — — 18 285 Other income — 181 — — — 181 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) 16,772 ( 9,799 ) 3,892 — ( 45,741 ) ( 34,876 ) Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries — ( 5,016 ) 55 — — ( 4,961 ) Less: Dividends on preferred shares — — — — 4,625 4,625 Net income (loss) attributable to shareholders $ 16,772 $ ( 4,783 ) $ 3,837 $ — $ ( 50,366 ) $ ( 34,540 ) 31 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: Three Months Ended March 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 60,729 $ 2,828 $ 132 $ — $ ( 16,535 ) $ 47,154 Add: Non-controlling share of Adjusted EBITDA 2,029 Add: Equity in income of unconsolidated entities 1,374 Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 2,402 ) Less: Interest expense ( 32,990 ) Less: Depreciation and amortization expense ( 52,643 ) Less: Incentive allocations — Less: Asset impairment charges ( 2,100 ) Less: Changes in fair value of non-hedge derivative instruments 7,964 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 1,643 ) Less: Equity-based compensation expense ( 1,114 ) Less: 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: Three Months Ended March 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Asia $ 25,024 $ — $ — $ — $ 506 $ 25,530 Europe 22,739 — — — — 22,739 North America 7,592 10,719 8,096 — 1,727 28,134 South America 746 — — — — 746 Total $ 56,101 $ 10,719 $ 8,096 $ — $ 2,233 $ 77,149 32 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III . Balance Sheet and Location of Long-Lived Assets The following tables sets forth summarized balance sheet information and the geographic location of property, plant and equipment and leasing equipment, net: March 31, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Total assets $ 2,055,176 $ 1,263,530 $ 308,076 $ 772,851 $ 358,864 $ 4,758,497 Debt, net — 703,601 25,000 — 2,670,766 3,399,367 Total liabilities 166,110 809,137 167,152 112,014 2,743,089 3,997,502 Non-controlling interests in equity of consolidated subsidiaries — ( 9,202 ) 1,729 — 524 ( 6,949 ) Total equity 1,889,066 454,393 140,924 660,837 ( 2,384,225 ) 760,995 Total liabilities and equity $ 2,055,176 $ 1,263,530 $ 308,076 $ 772,851 $ 358,864 $ 4,758,497 March 31, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Property, plant and equipment and leasing equipment, net Africa $ 22,007 $ — $ — $ — $ — $ 22,007 Asia 292,184 — — — 174,892 467,076 Europe 765,936 — — — — 765,936 North America 290,011 823,228 279,441 475,585 4,856 1,873,121 South America 361,111 — — — — 361,111 Total $ 1,731,249 $ 823,228 $ 279,441 $ 475,585 $ 179,748 $ 3,489,251 December 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Total assets $ 2,098,979 $ 1,284,432 $ 316,899 $ 762,294 $ 401,250 $ 4,863,854 Debt, net — 693,624 25,000 — 2,501,587 3,220,211 Total liabilities 214,564 820,725 50,651 109,325 2,544,489 3,739,754 Non-controlling interests in equity of consolidated subsidiaries — ( 2,604 ) 1,888 — 524 ( 192 ) Total equity 1,884,415 463,707 266,248 652,969 ( 2,143,239 ) 1,124,100 Total liabilities and equity $ 2,098,979 $ 1,284,432 $ 316,899 $ 762,294 $ 401,250 $ 4,863,854 33 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) December 31, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Property, plant and equipment and leasing equipment, net Asia $ 368,298 $ — $ — $ — $ 175,313 $ 543,611 Europe 839,555 — — — — 839,555 North America 265,203 786,566 280,210 481,826 5,003 1,818,808 South America 245,532 — — — — 245,532 Total $ 1,718,588 $ 786,566 $ 280,210 $ 481,826 $ 180,316 $ 3,447,506 15. EARNINGS PER SHARE AND EQUITY 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. Potentially dilutive securities are calculated using the treasury stock method. The calculation of basic and diluted EPS is presented below: Three Months Ended March 31, (in thousands, except share and per share data) 2022 2021 Net loss $ ( 229,659 ) $ ( 34,876 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 7,466 ) ( 4,961 ) Less: Dividends on preferred shares 6,791 4,625 Net loss attributable to shareholders $ ( 228,984 ) $ ( 34,540 ) Weighted Average Common Shares Outstanding - Basic (1) 99,366,877 86,027,944 Weighted Average Common Shares Outstanding - Diluted (1) 99,366,877 86,027,944 Loss per share: Basic $ ( 2.30 ) $ ( 0.40 ) Diluted $ ( 2.30 ) $ ( 0.40 ) ________________________________________________________ (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. 16. COMMITMENTS AND CONTINGENCIES In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Within our offshore energy business, a lessee did not fulfill its obligation under its charter arrangement, therefore we are pursuing rights afforded to us under the charter and the range of potential losses against the obligation is $ 0.0 million to $ 3.3 million. Our maximum exposure under other arrangements is unknown as no additional claims have been made. 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 c ertain 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 year ended December 31, 2021. The $ 5.0 million payment was included in the cost of the asset acquisition. 34 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 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. 17. SUBSEQUENT EVENTS 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. Dividends 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. 35