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 June 30, 2022 December 31, 2021 Assets Cash and cash equivalents 2 $ 118,854 $ 188,078 Restricted cash 2 177,951 251,983 Accounts receivable, net 166,562 175,225 Leasing equipment, net 3 1,844,095 1,891,649 Operating lease right-of-use assets, net 73,549 75,344 Property, plant, and equipment, net 4 1,642,536 1,555,857 Investments 5 99,543 77,325 Intangible assets, net 6 95,845 98,699 Goodwill 262,819 257,137 Other assets 2 400,394 292,557 Total assets $ 4,882,148 $ 4,863,854 Liabilities Accounts payable and accrued liabilities $ 253,207 $ 202,669 Debt, net 7 3,497,566 3,220,211 Maintenance deposits 58,553 106,836 Security deposits 27,761 40,149 Operating lease liabilities 72,140 73,594 Other liabilities 283,650 96,295 Total liabilities $ 4,192,877 $ 3,739,754 Commitments and contingencies 16 Equity Common shares ($ 0.01 par value per share; 2,000,000,000 shares authorized; 99,200,196 and 99,180,385 shares issued and outstanding as of June 30, 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 June 30, 2022 and December 31, 2021, respectively) 133 133 Additional paid in capital 1,332,968 1,411,940 Accumulated deficit ( 336,345 ) ( 132,392 ) Accumulated other comprehensive loss ( 298,874 ) ( 156,381 ) Shareholders' equity 698,874 1,124,292 Non-controlling interest in equity of consolidated subsidiaries ( 9,603 ) ( 192 ) Total equity 689,271 1,124,100 Total liabilities and equity $ 4,882,148 $ 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 June 30, Six Months Ended June 30, Notes 2022 2021 2022 2021 Revenues Equipment leasing revenues $ 112,064 $ 81,571 $ 203,755 $ 138,178 Infrastructure revenues 65,868 15,344 112,016 35,886 Total revenues 9 177,932 96,915 315,771 174,064 Expenses Operating expenses 2 84,004 31,183 192,920 56,180 General and administrative 5,004 3,655 10,695 7,907 Acquisition and transaction expenses 9,626 4,399 15,650 6,042 Management fees and incentive allocation to affiliate 13 3,062 4,113 7,226 8,103 Depreciation and amortization 3, 4, 6 56,622 47,371 114,923 91,906 Asset impairment 886 89 123,676 2,189 Interest expense 54,373 37,504 104,971 70,494 Total expenses 213,577 128,314 570,061 242,821 Other income (expense) Equity in losses of unconsolidated entities 5 ( 13,823 ) ( 7,152 ) ( 37,836 ) ( 5,778 ) Gain on sale of assets, net 63,645 3,987 79,933 4,798 Loss on extinguishment of debt — ( 3,254 ) — ( 3,254 ) Interest income 590 454 1,246 739 Other expense ( 1,596 ) ( 884 ) ( 2,055 ) ( 703 ) Total other income (expense) 48,816 ( 6,849 ) 41,288 ( 4,198 ) Income (loss) before income taxes 13,171 ( 38,248 ) ( 213,002 ) ( 72,955 ) Provision for (benefit from) income taxes 12 3,411 ( 1,640 ) 6,897 ( 1,471 ) Net income (loss) 9,760 ( 36,608 ) ( 219,899 ) ( 71,484 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 8,480 ) ( 6,625 ) ( 15,946 ) ( 11,586 ) Less: Dividends on preferred shares 6,791 6,551 13,582 11,176 Net income (loss) attributable to shareholders $ 11,449 $ ( 36,534 ) $ ( 217,535 ) $ ( 71,074 ) Income (loss) per share: 15 Basic $ 0.12 $ ( 0.42 ) $ ( 2.19 ) $ ( 0.83 ) Diluted $ 0.11 $ ( 0.42 ) $ ( 2.19 ) $ ( 0.83 ) Weighted average shares outstanding: Basic 99,370,301 86,030,652 99,367,597 86,029,305 Diluted 99,805,455 86,030,652 99,367,597 86,029,305 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net income (loss) $ 9,760 $ ( 36,608 ) $ ( 219,899 ) $ ( 71,484 ) Other comprehensive loss: Other comprehensive loss related to equity method investees, net (1) ( 47,714 ) ( 32,832 ) ( 142,493 ) ( 22,878 ) Comprehensive loss ( 37,954 ) ( 69,440 ) ( 362,392 ) ( 94,362 ) Comprehensive loss attributable to non-controlling interest ( 8,480 ) ( 6,625 ) ( 15,946 ) ( 11,586 ) Comprehensive loss attributable to shareholders $ ( 29,474 ) $ ( 62,815 ) $ ( 346,446 ) $ ( 82,776 ) ________________________________________________________ (1) Net of deferred tax benefit of $ — and $( 7,118 ) for the three months ended June 30, 2022 and 2021, respectively, and $ — and $( 4,472 ) for the six months ended June 30, 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 and Six Months Ended June 30, 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 Net income (loss) 18,240 ( 8,480 ) 9,760 Other comprehensive loss ( 47,714 ) ( 47,714 ) Total comprehensive income (loss) 18,240 ( 47,714 ) ( 8,480 ) ( 37,954 ) Acquisition of consolidated subsidiary 3,054 3,054 Contributions from non-controlling interest 1,187 1,187 Issuance of common shares 235 235 Dividends declared - common shares ( 33,040 ) ( 33,040 ) Dividends declared - preferred shares ( 6,791 ) ( 6,791 ) Equity-based compensation 1,585 1,585 Equity - June 30, 2022 $ 992 $ 133 $ 1,332,968 $ ( 336,345 ) $ ( 298,874 ) $ ( 9,603 ) $ 689,271 8 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) Three and Six Months Ended June 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 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 Net loss ( 29,983 ) ( 6,625 ) ( 36,608 ) Other comprehensive loss ( 32,832 ) ( 32,832 ) Total comprehensive loss ( 29,983 ) ( 32,832 ) ( 6,625 ) ( 69,440 ) Issuance of common shares 305 305 Dividends declared - common shares ( 28,412 ) ( 28,412 ) Issuance of preferred shares 20 20 Dividends declared - preferred shares ( 6,551 ) ( 6,551 ) Equity-based compensation 1,439 1,439 Equity - June 30, 2021 $ 856 $ 133 $ 1,163,748 $ ( 88,056 ) $ ( 49,115 ) $ 13,447 $ 1,041,013 See accompanying notes to consolidated financial statements. 9 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 219,899 ) $ ( 71,484 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity in losses of unconsolidated entities 37,836 5,778 Gain on sale of assets, net ( 79,933 ) ( 4,798 ) Security deposits and maintenance claims included in earnings ( 30,208 ) ( 15,413 ) Loss on extinguishment of debt — 3,254 Equity-based compensation 2,294 2,553 Depreciation and amortization 114,923 91,906 Asset impairment 123,676 2,189 Change in deferred income taxes 6,200 ( 1,632 ) Change in fair value of non-hedge derivative ( 748 ) ( 6,573 ) Amortization of lease intangibles and incentives 23,818 14,905 Amortization of deferred financing costs 13,328 4,489 Provision for (benefit from) credit losses 47,218 ( 733 ) Other ( 407 ) ( 117 ) Change in: Accounts receivable ( 47,061 ) ( 86,661 ) Other assets ( 37,692 ) ( 44,639 ) Accounts payable and accrued liabilities 5,045 47,320 Management fees payable to affiliate ( 1,829 ) ( 631 ) Other liabilities ( 5,130 ) ( 3,637 ) Net cash used in operating activities ( 48,569 ) ( 63,924 ) Cash flows from investing activities: Investment in unconsolidated entities ( 2,232 ) ( 1,105 ) Principal collections on finance leases 575 1,269 Acquisition of business, net of cash acquired ( 3,819 ) — Acquisition of leasing equipment ( 320,766 ) ( 170,132 ) Acquisition of property, plant and equipment ( 118,729 ) ( 84,134 ) Acquisition of lease intangibles ( 5,282 ) ( 517 ) Purchase deposits for acquisitions ( 7,100 ) ( 9,180 ) Proceeds from sale of leasing equipment 138,020 57,155 Proceeds from sale of property, plant and equipment 4,304 — Proceeds for deposit on sale of aircraft and engine 8,245 1,425 Return of purchase deposits — 1,010 Net cash used in investing activities $ ( 306,784 ) $ ( 204,209 ) See accompanying notes to consolidated financial statements. 10 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2022 2021 Cash flows from financing activities: Proceeds from debt $ 503,980 $ 776,100 Repayment of debt ( 224,724 ) ( 552,704 ) Payment of deferred financing costs ( 14,405 ) ( 10,653 ) Receipt of security deposits 1,890 1,020 Return of security deposits — ( 1,034 ) Receipt of maintenance deposits 24,418 16,255 Capital contributions from non-controlling interests 1,187 — Release of maintenance deposits ( 878 ) ( 12,071 ) Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs — 101,201 Settlement of equity-based compensation — ( 183 ) Cash dividends - common shares ( 65,789 ) ( 56,795 ) Cash dividends - preferred shares ( 13,582 ) ( 11,176 ) Net cash provided by financing activities 212,097 249,960 Net decrease in cash and cash equivalents and restricted cash ( 143,256 ) ( 18,173 ) Cash and cash equivalents and restricted cash, beginning of period 440,061 161,418 Cash and cash equivalents and restricted cash, end of period $ 296,805 $ 143,245 Supplemental disclosure of non-cash investing and financing activities: Acquisition of leasing equipment $ 105,635 $ 23,299 Acquisition of property, plant and equipment ( 1,346 ) ( 891 ) Settled and assumed security deposits ( 12,055 ) ( 1,042 ) Billed, assumed and settled maintenance deposits ( 55,108 ) ( 22,123 ) Non-cash change in equity method investment ( 142,493 ) ( 22,878 ) Conversion of interests in unconsolidated entities ( 21,302 ) — Issuance of common shares 399 455 See accompanying notes to consolidated financial statements. 11 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 $ 331.2 million and $ 316.5 million, and total VIE liabilities of DRP were $ 48.2 million and $ 32.6 million as of June 30, 2022 and December 31, 2021, respectively. 12 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 $ 112.7 million and $ 100.3 million as of June 30, 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 $ 5.9 million and $ 6.8 million as of June 30, 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 $ 66.0 million and $ 64.5 million as of June 30, 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 $ 2.5 million and $ 2.9 million as of June 30, 2022 and December 31, 2021, respectively, which are included in Other assets in the Consolidated Balance Sheets. Amortization expense was $ 7.6 million an d $ 2.2 million for the three months ended June 30, 2022 and 2021, respectively, and $ 13.3 million and $ 4.5 million for the six months ended June 30, 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. 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. 13 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. Other revenue also includes revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. 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. 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 . 14 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 and six months ended June 30, 2022, one customer in the Transtar segment accounted for approximately 20 % and 22 % of total revenue, respectively. During the three and six months ended June 30, 2021, one customer in the Aviation Leasing segment accounted for approximately 10 % and 11 % of total revenue, respectively. As of June 30, 2022, there was one customer in the Aviation Leasing segment that represented 14 % of total Accounts receivable, net, one customer in the Ports and Terminals segment that represented 12 % of total Accounts receivable, net, and one customer in the Transtar segment that represented 11 % 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. As of December 31, 2021, no other customers in other segments represented more than 10% of total Accounts receivable, net. 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 $ 55.6 million and $ 16.9 million as of June 30, 2022 and December 31, 2021, respectively. There were bad debt reversals of $ 0.7 million and $ 0.2 million for the three months ended June 30, 2022 and 2021, respectively. There was a provision for credit losses of $ 47.2 million and a bad debt reversal of $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively, and is included in Operating expenses in the Consolidated Statements of Operations. Economic sanctions and export controls against Russia and Russia’s aviation industry were 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 during the first quarter of 2022 and recognized approximately $ 47.2 million in bad debt expense during the six months ended June 30, 2022. Our allowance for doubtful accounts at June 30, 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 for our pension and other postretirement benefits and other comprehensive income related to cash flow hedges of our equity method investees. 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. 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. 15 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Other Assets— Other assets is primarily comprised of lease incentives of $ 37.1 million and $ 46.9 million, purchase deposits of $ 7.2 million and $ 13.7 million, prepaid expenses of $ 26.1 million and $ 21.4 million, notes receivable of $ 112.6 million and $ 40.4 million, maintenance right assets of $ 9.1 million and $ 5.1 million, aircraft engine modules, spare parts and used material inventory of $ 112.7 million and $ 100.3 million, commodities inventory of $ 5.9 million and $ 6.8 million, and finance leases, net of $ 6.5 million and $ 7.6 million as of June 30, 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 and six months ended June 30, 2022. Dividends— Dividends are recorded if and when declared by the Board of Directors. For both the three and six months ended June 30, 2022 and 2021, the Board of Directors declared cash dividends of $ 0.33 per common share. Additionally, in the quarter ended June 30, 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: June 30, 2022 December 31, 2021 Leasing equipment $ 2,354,087 $ 2,356,219 Less: Accumulated depreciation ( 509,992 ) ( 464,570 ) Leasing equipment, net $ 1,844,095 $ 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 six months ended June 30, 2022. As a result of the sanctions imposed on Russian airlines, we terminated all lease agreements with Russian airlines. As of June 30, 2022, four aircraft and two engines were still located in Ukraine and eight aircraft and seventeen 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 $ 120.0 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. Additionally, we identified certain assets in our leasing equipment portfolio with indicators of impairment. As a result, we adjusted the carrying value of these assets to fair value and recognized transactional impairment charges of $ 3.7 million, net of redelivery compensation during the six months ended June 30, 2022. The following table presents information related to our acquisitions and dispositions of aviation leasing equipment during the six months ended June 30, 2022: Acquisitions: Aircraft 22 Engines 37 Dispositions: Aircraft 4 Engines 29 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Depreciation expense for leasing equipment $ 39,444 $ 35,899 $ 80,923 $ 70,594 16 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: June 30, 2022 December 31, 2021 Land, site improvements and rights $ 168,786 $ 149,914 Construction in progress 243,552 154,859 Bridges and tunnels 177,337 174,889 Buildings and improvements 16,114 19,164 Terminal machinery and equipment 972,123 962,552 Track and track related assets 100,067 100,014 Railroad equipment 8,364 8,331 Railcars and locomotives 105,614 111,574 Computer hardware and software 10,635 5,335 Furniture and fixtures 3,190 3,119 Other 11,481 10,548 1,817,263 1,700,299 Less: Accumulated depreciation ( 174,727 ) ( 144,442 ) Property, plant and equipment, net $ 1,642,536 $ 1,555,857 During the six months ended June 30, 2022, we added property, plant and equipment of $ 117.0 million, which primarily consisted of land, terminal machinery and equipment placed in service or under development at Jefferson Terminal. Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Depreciation expense $ 15,293 $ 10,583 $ 30,240 $ 19,535 5. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage June 30, 2022 December 31, 2021 Advanced Engine Repair JV Equity method 25 % $ 20,752 $ 21,317 Falcon MSN 177 LLC Equity method 50 % 1,886 1,600 Intermodal Finance I, Ltd. Equity method 51 % — — Long Ridge Terminal LLC (1) Equity method 50 % — — FYX Trust Holdco LLC Equity at December 31, 2021 65 % and 14 % as of June 30, 2022 and December 31, 2021, respectively (2) — 1,255 GM-FTAI Holdco LLC Equity method See below 72,475 52,295 Clean Planet Energy USA LLC Equity method 50 % 4,430 858 $ 99,543 $ 77,325 ________________________________________________________ (1) The carrying value of $ 188.0 million and $ 17.5 million as of June 30, 2022 and December 31, 2021 is included in Other liabilities in the Consolidated Balance Sheets. (2) See “Equity Investments - FYX Holdco LLC” below for additional information regarding the FYX Trust Holdco LLC acquisition in May 2022. We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2022 and 2021. 17 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Advanced Engine Repair JV $ ( 212 ) $ ( 341 ) $ ( 566 ) $ ( 681 ) Falcon MSN 177 LLC 247 — 799 — Intermodal Finance I, Ltd. 45 204 89 376 Long Ridge Terminal LLC ( 12,971 ) ( 7,015 ) ( 36,520 ) ( 5,473 ) GM-FTAI Holdco LLC ( 688 ) — ( 1,121 ) — Clean Planet Energy USA LLC ( 244 ) — ( 517 ) — Total $ ( 13,823 ) $ ( 7,152 ) $ ( 37,836 ) $ ( 5,778 ) 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. On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20 % interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5 % of additional interest in Class A shares. At June 30, 2022 as a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon. 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. 18 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The tables below present summarized financial information for Long Ridge Terminal LLC: June 30, 2022 December 31, 2021 Balance Sheet Assets Cash and cash equivalents $ 2,470 $ 2,932 Restricted cash 25,096 32,469 Accounts receivable, net 24,876 17,896 Property, plant, and equipment, net 788,215 764,607 Intangible assets, net 4,750 4,940 Goodwill 89,390 89,390 Other assets 16,975 14,441 Total assets $ 951,772 $ 926,675 Liabilities Accounts payable and accrued liabilities $ 46,338 $ 16,121 Debt, net 606,174 604,261 Derivative liabilities 671,577 339,033 Other liabilities 2,979 2,246 Total liabilities 1,327,068 961,661 Equity Shareholders’ equity ( 272,779 ) ( 1,035 ) Accumulated deficit ( 102,517 ) ( 33,951 ) Total equity ( 375,296 ) ( 34,986 ) Total liabilities and equity $ 951,772 $ 926,675 Three Months Ended June 30, Six Months Ended June 30, Income Statement 2022 2021 2022 2021 Total revenues $ 19,801 $ 8,849 $ 15,043 $ 17,270 Expenses Operating expenses 19,909 6,715 32,356 10,987 Depreciation and amortization 12,454 3,683 24,998 7,436 Interest expense 13,181 627 26,042 946 Total expenses 45,544 11,025 83,396 19,369 Total other expense ( 149 ) ( 11,825 ) ( 213 ) ( 8,826 ) Net loss $ ( 25,892 ) $ ( 14,001 ) $ ( 68,566 ) $ ( 10,925 ) 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. 19 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. In May 2022, we purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in our ownership of a majority stake in the entity. From the purchase date in May 2022 through and as of June 30, 2022, FYX is presented on a consolidated basis in the Consolidated Statement of Operations and the Consolidated Balance Sheet. $ 4.2 million is recorded as non-controlling interest for interest held by other parties at June 30, 2022. At the purchase date, assets of FYX were $ 13.7 million, liabilities were $ 10.1 million, and goodwill of $ 5.4 million was recorded. Since purchase, we have recorded total revenue from FYX of $ 10.1 million and net loss from FYX of $ 0.4 million . 6. INTANGIBLE ASSETS AND LIABILITIES, NET Intangible assets and liabilities, net are summarized as follows: June 30, 2022 Aviation Leasing Jefferson Terminal Transtar Total Intangible assets Acquired favorable lease intangibles $ 75,726 $ — $ — $ 75,726 Less: Accumulated amortization ( 43,858 ) — — ( 43,858 ) Acquired favorable lease intangibles, net 31,868 — — 31,868 Customer relationships — 35,513 60,000 95,513 Less: Accumulated amortization — ( 27,814 ) ( 3,722 ) ( 31,536 ) Acquired customer relationships, net — 7,699 56,278 63,977 Total intangible assets, net $ 31,868 $ 7,699 $ 56,278 $ 95,845 Intangible liabilities Acquired unfavorable lease intangibles $ 18,227 $ — $ — $ 18,227 Less: Accumulated amortization ( 6,906 ) — — ( 6,906 ) Acquired unfavorable lease intangibles, net $ 11,321 $ — $ — $ 11,321 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 20 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Intangible liabilities relate to unfavorable lease intangibles and are included as a component of Other liabilities in the Consolidated Balance Sheets. Amortization of intangible assets and liabilities is as follows: Classification in Consolidated Statements of Operations Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Lease intangibles Equipment leasing revenues $ 3,310 $ 1,198 $ 6,968 $ 1,950 Customer relationships Depreciation and amortization 1,885 889 3,760 1,777 Total $ 5,195 $ 2,087 $ 10,728 $ 3,727 As of June 30, 2022, estimated net annual amortization of intangibles is as follows: Remainder of 2022 $ 9,508 2023 15,462 2024 11,063 2025 5,948 2026 4,518 Thereafter 38,025 Total $ 84,524 21 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: June 30, 2022 December 31, 2021 Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings Loans payable Revolving Credit Facility (1) $ 220,000 (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 339,805 (i) Base Rate + 1.75 %; or (ii) Adjusted Term SOFR Rate + 2.75 % 12/15/22 100,527 Total loans payable 620,355 341,100 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) 851,951 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) 1,002,255 5.50 % 5/1/28 1,002,416 Total bonds payable 2,943,186 2,943,594 Debt 3,563,541 3,284,694 Less: Debt issuance costs ( 65,975 ) ( 64,483 ) Total debt, net $ 3,497,566 $ 3,220,211 Total debt due within one year $ 339,805 $ 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 1.00 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (3) Includes an unamortized discount of $ 3,090 and $ 3,509 at June 30, 2022 and December 31, 2021, respectively, and an unamortized premium of $ 5,041 and $ 5,707 at June 30, 2022 and December 31, 2021, respectively. (4) Includes an unamortized premium of $ 2,255 and $ 2,416 at June 30, 2022 and December 31, 2021, respectively. We were in compliance with all debt covenants as of June 30, 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: 22 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) • 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). The following tables set forth our financial assets measured at fair value on a recurring basis as of June 30, 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 June 30, 2022 June 30, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 118,854 $ 118,854 $ — $ — Market Restricted cash 177,951 177,951 — — Market Derivative assets 748 — 748 — Income Total assets $ 297,553 $ 296,805 $ 748 $ — 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 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. 23 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: June 30, 2022 December 31, 2021 Series 2020 A Bonds (1) $ 143,857 $ 189,773 Series 2020 B Bonds (1) 80,014 81,637 Series 2021 A Bonds (1) 161,095 222,023 Series 2021 B Bonds (1) 177,616 194,278 Senior Notes due 2025 802,766 881,408 Senior Notes due 2027 396,668 448,848 Senior Notes due 2028 829,500 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 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 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 June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 37,196 $ — $ — $ — $ 2,342 $ 39,538 Maintenance revenue 39,932 — — — — 39,932 Finance lease income 102 — — — — 102 Other revenue 31,701 — — — 791 32,492 Total equipment leasing revenues 108,931 — — — 3,133 112,064 Infrastructure revenues Lease income — 314 — 553 — 867 Rail revenues — — — 37,507 — 37,507 Terminal services revenues — 14,214 13 — — 14,227 Other revenue — — 1,627 — 11,640 13,267 Total infrastructure revenues — 14,528 1,640 38,060 11,640 65,868 Total revenues $ 108,931 $ 14,528 $ 1,640 $ 38,060 $ 14,773 $ 177,932 24 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Three Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 40,208 $ — $ — $ — $ 2,694 $ 42,902 Maintenance revenue 32,003 — — — — 32,003 Finance lease income 443 — — — — 443 Other revenue 5,789 — — — 434 6,223 Total equipment leasing revenues 78,443 — — — 3,128 81,571 Infrastructure revenues Lease income — 432 — — — 432 Terminal services revenues — 11,095 25 — — 11,120 Other revenue — — 2,319 — 1,473 3,792 Total infrastructure revenues — 11,527 2,344 — 1,473 15,344 Total revenues $ 78,443 $ 11,527 $ 2,344 $ — $ 4,601 $ 96,915 Six Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 71,043 $ — $ — $ — $ 7,709 $ 78,752 Maintenance revenue 76,664 — — — — 76,664 Finance lease income 213 — — — — 213 Other revenue 46,036 — — — 2,090 48,126 Total equipment leasing revenues 193,956 — — — 9,799 203,755 Infrastructure revenues Lease income — 666 — 1,041 — 1,707 Rail revenues — — 86 71,089 — 71,175 Terminal services revenues — 26,908 103 — — 27,011 Other revenue — — ( 535 ) — 12,658 12,123 Total infrastructure revenues — 27,574 ( 346 ) 72,130 12,658 112,016 Total revenues $ 193,956 $ 27,574 $ ( 346 ) $ 72,130 $ 22,457 $ 315,771 25 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Six Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Equipment leasing revenues Lease income $ 79,997 $ — $ — $ — $ 3,132 $ 83,129 Maintenance revenue 47,511 — — — — 47,511 Finance lease income 846 — — — — 846 Other revenue 6,190 — — — 502 6,692 Total equipment leasing revenues 134,544 — — — 3,634 138,178 Infrastructure revenues Lease income — 862 — — — 862 Terminal services revenues — 21,384 157 — — 21,541 Crude marketing revenues — — — — — — Other revenue — — 10,283 — 3,200 13,483 Total infrastructure revenues — 22,246 10,440 — 3,200 35,886 Total revenues $ 134,544 $ 22,246 $ 10,440 $ — $ 6,834 $ 174,064 Presented below are the contracted minimum future annual revenues to be received under existing operating leases across several market sectors as of June 30, 2022: Operating Leases Remainder of 2022 $ 78,238 2023 108,931 2024 72,467 2025 45,869 2026 26,816 Thereafter 67,740 Total $ 400,061 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 June 30, 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 June 30, Six Months Ended June 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years) 2022 2021 2022 2021 Restricted Shares $ 538 $ 1,270 $ 1,076 $ 2,111 $ 2,655 0.8 years Common Units 1,047 169 1,218 442 3,599 1.2 years Total $ 1,585 $ 1,439 $ 2,294 $ 2,553 $ 6,254 Options During the six months ended June 30, 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. 26 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Common Units During the six months ended June 30, 2022, we issued common units of our subsidiary that had a grant date fair value of $ 1.9 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. Additionally, during the six months ended June 30, 2022, we issued separate common units of our subsidiary that had a grant date fair value of $ 1.9 million and vest over three years . These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met. 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. 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 partially funded 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 and six months ended June 30, 2022. Service costs and interest costs are recorded in Operating expenses and Other (expense) income, respectively, in the Consolidated Statements of Operations. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 438 $ 538 $ 876 $ 1,075 Interest costs 74 225 148 450 Total $ 512 $ 763 $ 1,024 $ 1,525 The total amount of employer contributions paid for the six months ended June 30, 2022 was $ 0.3 million, and the expected remaining scheduled employer contributions for the fiscal year ending December 31, 2022 is $ 1.2 million. 27 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 12. INCOME TAXES The current and deferred components of the income tax provision (benefit) included in the Consolidated Statements of Operations are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Current: Federal $ 36 $ 37 $ 413 $ 56 State and local ( 213 ) 90 215 161 Foreign ( 224 ) ( 64 ) 69 ( 56 ) Total current (benefit) provision ( 401 ) 63 697 161 Deferred: Federal 3,346 ( 1,622 ) 4,967 ( 1,467 ) State and local 475 — 930 — Foreign ( 9 ) ( 81 ) 303 ( 165 ) Total deferred provision (benefit) 3,812 ( 1,703 ) 6,200 ( 1,632 ) Provision for (benefit from) income taxes $ 3,411 $ ( 1,640 ) $ 6,897 $ ( 1,471 ) 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 six months ended June 30, 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 June 30, 2022. 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. 28 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Management fees $ 3,062 $ 4,113 $ 7,226 $ 8,103 Income incentive allocation — — — — Capital gains incentive allocation — — — — Total $ 3,062 $ 4,113 $ 7,226 $ 8,103 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. 29 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Classification in the Consolidated Statements of Operations: General and administrative $ 2,817 $ 1,978 $ 5,695 $ 4,211 Acquisition and transaction expenses 381 554 729 971 Total $ 3,198 $ 2,532 $ 6,424 $ 5,182 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: June 30, 2022 December 31, 2021 Accrued management fees $ 929 $ 1,495 Other payables 1,063 2,326 As of June 30, 2022 and December 31, 2021, there were no receivables from the Manager. Other Affiliate Transactions As of June 30, 2022 and December 31, 2021, affiliates of our Manager own 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 June 30, 2022 and December 31, 2021 was $( 24.3 ) million and $( 9.1 ) million, respectively. The following table presents the amount of this non-controlling interest share of net loss: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Non-controlling interest share of net loss $ ( 8,135 ) $ ( 6,538 ) $ ( 15,271 ) $ ( 11,554 ) 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. In May 2022, we purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in our ownership of a majority stake in the entity. From the purchase date in May 2022 through and as of June 30, 2022, FYX is presented on a consolidated basis in the Consolidated Statement of Operations and the Consolidated Balance Sheet. Additionally, other investors in FYX are also affiliates of our Manager. 30 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. 31 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 June 30, 2022 Three Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 108,931 $ — $ — $ — $ 3,133 $ 112,064 Infrastructure revenues — 14,528 1,640 38,060 11,640 65,868 Total revenues 108,931 14,528 1,640 38,060 14,773 177,932 Expenses Operating expenses 26,226 14,261 4,283 19,826 19,408 84,004 General and administrative — — — — 5,004 5,004 Acquisition and transaction expenses 919 — — 149 8,558 9,626 Management fees and incentive allocation to affiliate — — — — 3,062 3,062 Depreciation and amortization 37,328 9,739 2,376 4,696 2,483 56,622 Asset impairment 886 — — — — 886 Interest expense — 6,127 342 15 47,889 54,373 Total expenses 65,359 30,127 7,001 24,686 86,404 213,577 Other income (expense) Equity in earnings (losses) of unconsolidated entities 35 — ( 12,971 ) — ( 887 ) ( 13,823 ) Gain on sale of assets, net 63,645 — — — — 63,645 Interest income 38 — — — 552 590 Other expense — ( 1,291 ) — ( 305 ) — ( 1,596 ) Total other income (expense) 63,718 ( 1,291 ) ( 12,971 ) ( 305 ) ( 335 ) 48,816 Income (Loss) before income taxes 107,290 ( 16,890 ) ( 18,332 ) 13,069 ( 71,966 ) 13,171 Provision for (benefit from) income taxes 1,963 68 — 2,217 ( 837 ) 3,411 Net income (loss) 105,327 ( 16,958 ) ( 18,332 ) 10,852 ( 71,129 ) 9,760 Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 8,135 ) ( 320 ) — ( 25 ) ( 8,480 ) Less: Dividends on preferred shares — — — — 6,791 6,791 Net income (loss) attributable to shareholders $ 105,327 $ ( 8,823 ) $ ( 18,012 ) $ 10,852 $ ( 77,895 ) $ 11,449 32 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 income attributable to shareholders: Three Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 158,345 $ 4,158 $ 3,675 $ 18,826 $ ( 19,677 ) $ 165,327 Add: Non-controlling share of Adjusted EBITDA 3,716 Add: Equity in losses of unconsolidated entities ( 13,823 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 6,977 ) Less: Interest expense ( 54,373 ) Less: Depreciation and amortization expense ( 68,427 ) Less: Incentive allocations — Less: Asset impairment charges ( 886 ) Less: Changes in fair value of non-hedge derivative instruments 1,514 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 9,626 ) Less: Equity-based compensation expense ( 1,585 ) Less: Provision for income taxes ( 3,411 ) Net income attributable to shareholders $ 11,449 Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Three Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Asia $ 20,953 $ — $ — $ — $ 3,133 $ 24,086 Europe 32,060 — — — — 32,060 North America 40,902 14,528 1,640 38,060 11,640 106,770 South America 15,016 — — — — 15,016 Total $ 108,931 $ 14,528 $ 1,640 $ 38,060 $ 14,773 $ 177,932 33 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. For the Six Months Ended June 30, 2022 Six Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 193,956 $ — $ — $ — $ 9,799 $ 203,755 Infrastructure revenues — 27,574 ( 346 ) 72,130 12,658 112,016 Total revenues 193,956 27,574 ( 346 ) 72,130 22,457 315,771 Expenses Operating expenses 92,428 27,384 8,166 38,889 26,053 192,920 General and administrative — — — — 10,695 10,695 Acquisition and transaction expenses 1,949 — — 355 13,346 15,650 Management fees and incentive allocation to affiliate — — — — 7,226 7,226 Depreciation and amortization 76,657 19,439 4,745 9,455 4,627 114,923 Asset impairment 123,676 — — — — 123,676 Interest expense — 12,237 629 75 92,030 104,971 Total expenses 294,710 59,060 13,540 48,774 153,977 570,061 Other income (expense) Equity in earnings (losses) of unconsolidated entities 233 — ( 36,520 ) — ( 1,549 ) ( 37,836 ) Gain on sale of assets, net 79,933 — — — — 79,933 Interest income 203 — — — 1,043 1,246 Other expense — ( 1,390 ) — ( 665 ) — ( 2,055 ) Total other income (expense) 80,369 ( 1,390 ) ( 36,520 ) ( 665 ) ( 506 ) 41,288 (Loss) income before income taxes ( 20,385 ) ( 32,876 ) ( 50,406 ) 22,691 ( 132,026 ) ( 213,002 ) Provision for (benefit from) income taxes 3,020 137 — 4,296 ( 556 ) 6,897 Net (loss) income ( 23,405 ) ( 33,013 ) ( 50,406 ) 18,395 ( 131,470 ) ( 219,899 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 15,271 ) ( 650 ) — ( 25 ) ( 15,946 ) Less: Dividends on preferred shares — — — — 13,582 13,582 Net (loss) income attributable to shareholders $ ( 23,405 ) $ ( 17,742 ) $ ( 49,756 ) $ 18,395 $ ( 145,027 ) $ ( 217,535 ) 34 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: Six Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 205,888 $ 7,964 $ 5,044 33,473 $ ( 35,481 ) $ 216,888 Add: Non-controlling share of Adjusted EBITDA 7,532 Add: Equity in losses of unconsolidated entities ( 37,836 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 12,638 ) Less: Interest expense ( 104,971 ) Less: Depreciation and amortization expense ( 138,741 ) Less: Incentive allocations — Less: Asset impairment charges ( 123,676 ) Less: Changes in fair value of non-hedge derivative instruments 748 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 15,650 ) Less: Equity-based compensation expense ( 2,294 ) Less: Provision for income taxes ( 6,897 ) Net loss attributable to shareholders $ ( 217,535 ) Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Six Months Ended June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Africa $ 850 $ — $ — $ — $ — $ 850 Asia 38,016 — — — 9,799 47,815 Europe 64,036 — — — — 64,036 North America 66,674 27,574 ( 346 ) 72,130 12,658 178,690 South America 24,380 — — — — 24,380 Total $ 193,956 $ 27,574 $ ( 346 ) $ 72,130 $ 22,457 $ 315,771 35 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III. For the Three Months Ended June 30, 2021 Three Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 78,443 $ — $ — $ — $ 3,128 $ 81,571 Infrastructure revenues — 11,527 2,344 — 1,473 15,344 Total revenues 78,443 11,527 2,344 — 4,601 96,915 Expenses Operating expenses 9,145 11,777 3,828 — 6,433 31,183 General and administrative — — — — 3,655 3,655 Acquisition and transaction expenses 836 — — — 3,563 4,399 Management fees and incentive allocation to affiliate — — — — 4,113 4,113 Depreciation and amortization 33,732 9,315 2,216 — 2,108 47,371 Asset impairment 89 — — — — 89 Interest expense — 3,213 295 — 33,996 37,504 Total expenses 43,802 24,305 6,339 — 53,868 128,314 Other income Equity in (losses) earnings of unconsolidated entities ( 341 ) — ( 7,015 ) — 204 ( 7,152 ) Gain on sale of assets, net 3,971 — 16 — — 3,987 Loss on extinguishment of debt — — — — ( 3,254 ) ( 3,254 ) Interest income 357 — 91 — 6 454 Other (expense) income — ( 886 ) — — 2 ( 884 ) Total other income (expense) 3,987 ( 886 ) ( 6,908 ) — ( 3,042 ) ( 6,849 ) Income (loss) before income taxes 38,628 ( 13,664 ) ( 10,903 ) — ( 52,309 ) ( 38,248 ) (Benefit from) provision for income taxes ( 4 ) 59 ( 1,621 ) — ( 74 ) ( 1,640 ) Net income (loss) 38,632 ( 13,723 ) ( 9,282 ) — ( 52,235 ) ( 36,608 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 6,538 ) ( 87 ) — — ( 6,625 ) Less: Dividends on preferred shares — — — — 6,551 6,551 Net income (loss) attributable to shareholders $ 38,632 $ ( 7,185 ) $ ( 9,195 ) $ — $ ( 58,786 ) $ ( 36,534 ) 36 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 June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 80,137 $ 3,555 $ 376 $ — $ ( 16,114 ) $ 67,954 Add: Non-controlling share of Adjusted EBITDA 3,257 Add: Equity in income of unconsolidated entities ( 7,152 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities 11 Less: Interest expense ( 37,504 ) Less: Depreciation and amortization expense ( 54,168 ) Less: Incentive allocations — Less: Asset impairment charges ( 89 ) Less: Changes in fair value of non-hedge derivative instruments ( 1,391 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 3,254 ) Less: Acquisition and transaction expenses ( 4,399 ) Less: Equity-based compensation expense ( 1,439 ) Less: Benefit from income taxes 1,640 Net loss attributable to shareholders $ ( 36,534 ) Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Three Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Africa $ 235 $ — $ — $ — $ — $ 235 Asia 32,479 — — — 3,128 35,607 Europe 30,662 — — — — 30,662 North America 13,358 11,527 2,344 — 1,473 28,702 South America 1,709 — — — — 1,709 Total $ 78,443 $ 11,527 $ 2,344 $ — $ 4,601 $ 96,915 37 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) IV. For the Six Months Ended June 30, 2021 Six Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Equipment leasing revenues $ 134,544 $ — $ — $ — $ 3,634 $ 138,178 Infrastructure revenues — 22,246 10,440 — 3,200 35,886 Total revenues 134,544 22,246 10,440 — 6,834 174,064 Expenses Operating expenses 13,395 23,498 6,930 — 12,357 56,180 General and administrative — — — — 7,907 7,907 Acquisition and transaction expenses 2,032 — — — 4,010 6,042 Management fees and incentive allocation to affiliate — — — — 8,103 8,103 Depreciation and amortization 66,295 17,033 4,427 — 4,151 91,906 Asset impairment 2,189 — — — — 2,189 Interest expense — 4,416 574 — 65,504 70,494 Total expenses 83,911 44,947 11,931 — 102,032 242,821 Other income (expense) Equity in (losses) income of unconsolidated entities ( 681 ) — ( 5,473 ) — 376 ( 5,778 ) Gain on sale of assets, net 4,782 — 16 — — 4,798 Loss on extinguishment of debt — — — ( 3,254 ) ( 3,254 ) Interest income 624 — 91 — 24 739 Other (expense) income — ( 705 ) — — 2 ( 703 ) Total other income (expense) 4,725 ( 705 ) ( 5,366 ) — ( 2,852 ) ( 4,198 ) Income (loss) before income taxes 55,358 ( 23,406 ) ( 6,857 ) — ( 98,050 ) ( 72,955 ) (Benefit from) provision for income taxes ( 46 ) 116 ( 1,467 ) — ( 74 ) ( 1,471 ) Net income (loss) 55,404 ( 23,522 ) ( 5,390 ) — ( 97,976 ) ( 71,484 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 11,554 ) ( 32 ) — — ( 11,586 ) Less: Dividends on preferred shares — — — — 11,176 11,176 Net income (loss) attributable to shareholders $ 55,404 $ ( 11,968 ) $ ( 5,358 ) $ — $ ( 109,152 ) $ ( 71,074 ) 38 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: Six Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 140,866 $ 6,383 $ 508 $ — $ ( 32,649 ) $ 115,108 Add: Non-controlling share of Adjusted EBITDA 5,286 Add: Equity in losses of unconsolidated entities ( 5,778 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 2,391 ) Less: Interest expense ( 70,494 ) Less: Depreciation and amortization expense ( 106,811 ) Less: Incentive allocations — Less: Asset impairment charges ( 2,189 ) Less: Changes in fair value of non-hedge derivative instruments 6,573 Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 3,254 ) Less: Acquisition and transaction expenses ( 6,042 ) Less: Equity-based compensation expense ( 2,553 ) Less: Benefit from income taxes 1,471 Net loss attributable to shareholders $ ( 71,074 ) Summary information with respect to our geographic sources of revenue, based on location of customer, is as follows: Six Months Ended June 30, 2021 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Africa $ 235 $ — $ — $ — $ — $ 235 Asia 57,503 — — — 3,634 61,137 Europe 53,401 — — — — 53,401 North America 20,950 22,246 10,440 — 3,200 56,836 South America 2,455 — — — — 2,455 Total $ 134,544 $ 22,246 $ 10,440 $ — $ 6,834 $ 174,064 39 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) V . 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: June 30, 2022 Equipment Leasing Infrastructure Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Total assets $ 2,124,335 $ 1,304,515 $ 331,843 $ 748,210 $ 373,245 $ 4,882,148 Debt, net — 704,410 25,000 — 2,768,156 3,497,566 Total liabilities 150,085 835,714 236,890 110,761 2,859,427 4,192,877 Non-controlling interests in equity of consolidated subsidiaries — ( 16,799 ) 1,559 897 4,740 ( 9,603 ) Total equity 1,974,250 468,801 94,953 637,449 ( 2,486,182 ) 689,271 Total liabilities and equity $ 2,124,335 $ 1,304,515 $ 331,843 $ 748,210 $ 373,245 $ 4,882,148 June 30, 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 $ 21,253 $ — $ — $ — $ — $ 21,253 Asia 275,387 — — — 176,114 451,501 Europe 688,800 — — — — 688,800 North America 321,148 874,719 280,733 469,654 9,336 1,955,590 South America 369,487 — — — — 369,487 Total $ 1,676,075 $ 874,719 $ 280,733 $ 469,654 $ 185,450 $ 3,486,631 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 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 40 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 15. EARNINGS PER SHARE AND EQUITY Basic earnings per common share (“EPS”) is calculated by dividing net income (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 June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Net income (loss) $ 9,760 $ ( 36,608 ) ( 219,899 ) ( 71,484 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 8,480 ) ( 6,625 ) ( 15,946 ) ( 11,586 ) Less: Dividends on preferred shares 6,791 6,551 13,582 11,176 Net income (loss) attributable to shareholders $ 11,449 $ ( 36,534 ) $ ( 217,535 ) $ ( 71,074 ) Weighted Average Common Shares Outstanding - Basic (1) 99,370,301 86,030,652 99,367,597 86,029,305 Weighted Average Common Shares Outstanding - Diluted (1) 99,805,455 86,030,652 99,367,597 86,029,305 Income (loss) per share: Basic $ 0.12 $ ( 0.42 ) $ ( 2.19 ) $ ( 0.83 ) Diluted $ 0.11 $ ( 0.42 ) $ ( 2.19 ) $ ( 0.83 ) ________________________________________________________ (1) Three and six months ended June 30, 2022 and 2021 include participating securities which can be converted into a fixed amount of our shares. For the three months ended June 30, 2022 and 2021, 407,124 and 964,696 shares, respectively, and for the six months ended June 30, 2022 and 2021, 595,047 and 890,300 shares, respectively, have been excluded from the calculation of Diluted EPS because the impact would be anti-dilutive. During the six months ended June 30, 2022, we issued 19,811 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. 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 $ 9.2 million for the next twelve months. 17. SUBSEQUENT EVENTS Dividends On July 26, 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 June 30, 2022, payable on August 29, 2022 to the holders of record on August 15, 2022. Additionally, on July 26, 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 September 15, 2022 to the holders of record on September 1, 2022. 41 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Spin-off of Infrastructure Business On July 11, 2022, the Board of Directors unanimously approved the details and timing of the previously announced and approved spin-off. The spin-off will be effected as a distribution of all of the shares owned by the Company of common stock of FTAI Infrastructure, a majority-owned subsidiary of the Company, to the holders of the Company’s common shares as of July 21, 2022. The distribution is expected to occur on or about August 1, 2022, subject to certain conditions. 42