8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 31, 2019

Fortress Transportation and Infrastructure Investors LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37386	32-0434238
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1345 Avenue of the Americas, 45th Floor, New York, New York 10105

(Address of Principal Executive Offices) (Zip Code)

(212) 798-6100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Class A Common shares, $0.01 par value per share	FTAI	New York Stock Exchange
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares	FTAI PR A	New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On October 31, 2019, the Company issued a press release announcing the Company’s results for its fiscal quarter ended September 30, 2019. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit Number	Description
99.1	Press release, dated October 31, 2019, issued by Fortress Transportation and Infrastructure Investors LLC
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
By:	/s/ Eun Nam
Name:	Eun Nam
Title:	Chief Accounting Officer

Date: October 31, 2019

EX-99.1

Exhibit 99.1

PRESS RELEASE

FTAI Reports Third Quarter 2019 Results, Dividend of $0.33 per Common Share

______________________________________________________________________________________________________

NEW YORK, October 31, 2019 – Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company”) today reported financial results for the three months ended September 30, 2019. The Company’s consolidated financial statements and key performance measures are attached as an exhibit to this press release.

Financial Overview

(in thousands, except per share data)
Selected Financial Results	Q3’19
Net Cash Provided by Operating Activities	$	34,601
Net Income Attributable to Shareholders	$	25,671
Basic and Diluted Earnings per Common Share	$	0.30
Funds Available for Distribution (“FAD”) (1)	$	120,741
Adjusted EBITDA(1)	$	114,142

 ________________________________

⁽¹⁾ For definitions and reconciliations of Non-GAAP measures, please refer to the exhibit to this press release.

For the third quarter of 2019, our total FAD was $120.7 million. This amount includes $185.7 million from aviation leasing activities, offset by $(32.0) million and $(32.9) million from infrastructure and corporate and other activities, respectively.

“We just put up record numbers in both net income and adjusted EBITDA,” said Joe Adams, FTAI’s CEO.  “We see this momentum in profitability and cash flow continuing into 2020.”

Third Quarter Cash Dividends

On October 31, 2019, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common shares of $0.33 per share for the quarter ended September 30, 2019, payable on November 26, 2019 to the holders of record on November 15, 2019.

On October 31, 2019, the Board also declared a cash dividend on its Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares of $0.53281 per share for the quarter ended September 30, 2019, payable on December 16, 2019 to the holders of record on December 2, 2019.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company’s website, www.ftandi.com, and the Company’s Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.

Conference Call

The Company will host a conference call on Friday, November 1, 2019 at 8:00 A.M. Eastern Time. The conference call may be accessed by dialing 1-877-447-5636 (from within the U.S.) or 1-615-247-0080 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “FTAI Third Quarter Earnings Call.” A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.ftandi.com.

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Following the call, a replay of the conference call will be available after 12:00 P.M. on Friday, November 1, 2019 through 10:00 A.M. Friday, November 8, 2019 at 1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.), Passcode: 3777558.

About Fortress Transportation and Infrastructure Investors LLC

Fortress Transportation and Infrastructure Investors LLC owns and acquires high quality infrastructure and equipment that is essential for the transportation of goods and people globally. FTAI targets assets that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s continued profitability and cash flow momentum.  These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.ftandi.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

For further information, please contact:

Alan Andreini

Investor Relations

Fortress Transportation and Infrastructure Investors LLC

(212) 798-6128

aandreini@fortress.com

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Withholding Information for Withholding Agents

This announcement is intended to be a qualified notice as provided in the Internal Revenue Code (the “Code”) and the Regulations thereunder. For U.S. federal income tax purposes, the common dividend and Series A preferred dividend declared in October 2019 will be treated as a partnership distribution and guaranteed payment, respectively.  For U.S. tax withholding purposes, the per share distribution components are as follows:

Common Distribution Components
Non-U.S. Long Term Capital Gain	$	—
U.S. Portfolio Interest Income(1)	$	0.14500
U.S. Dividend Income(2)	$	—
Income Not from U.S. Sources(3)	$	0.18500
Distribution Per Share	$	0.33000

Series A Preferred Distribution Components
Guaranteed Payments(4)	$	0.53281
Distribution Per Share	$	0.53281

⁽¹⁾ Eligible for the U.S. portfolio interest exemption for any holder not considered a 10-percent shareholder under §871(h)(3)(B) of the Code.

⁽²⁾ This income is subject to withholding under §1441 or §1442 of the Code.

⁽³⁾ This income is not subject to withholding under §1441, §1442 or §1446 of the Code.

⁽⁴⁾ Brokers and nominees should treat this income as subject to withholding under §1441 or §1442 of the Code.

For U.S. shareholders: In computing your U.S. federal taxable income, you should notrely on this qualified notice, but should generally take into account your allocable share of the Company’s taxable income as reported to you on your Schedule K-1.

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Exhibit - Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues
Equipment leasing revenues	$	87,259		$	70,890		$	238,911		$	186,004
Infrastructure revenues		74,962			30,265			206,942			55,974
Total revenues		162,221			101,155			445,853			241,978
Expenses
Operating expenses		89,368			41,667			244,049			96,839
General and administrative		6,284			4,012			15,313			12,171
Acquisition and transaction expenses		5,618			1,460			9,400			4,734
Management fees and incentive allocation to affiliate		7,378			3,846			16,926			12,080
Depreciation and amortization		43,744			34,422			125,877			96,853
Interest expense		25,488			15,142			72,263			39,870
Total expenses		177,880			100,549			483,828			262,547
Other income (expense)
Equity in losses of unconsolidated entities		(974	)		(442	)		(1,527	)		(598	)
Gain on sale of equipment, net		37,061			262			61,416			5,253
Interest income		121			111			452			361
Other income		1,131			737			3,465			2,074
Total other income		37,339			668			63,806			7,090
Income (loss) before income taxes		21,680			1,274			25,831			(13,479	)
Provision for (benefit from) income taxes		1,004			551			(842	)		1,580
Net income (loss)		20,676			723			26,673			(15,059	)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries		(4,995	)		(3,855	)		(12,950	)		(19,904	)
Net income attributable to shareholders	$	25,671		$	4,578		$	39,623		$	4,845
Earnings per common share
Basic	$	0.30		$	0.05		$	0.46		$	0.06
Diluted	$	0.30		$	0.05		$	0.46		$	0.06
Weighted Average Common Shares Outstanding:
Basic		85,996,067			84,708,071			85,990,131			83,178,546
Diluted		86,005,604			84,709,656			86,013,539			83,179,181

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FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, unless otherwise noted)

	(Unaudited)
	September 30, 2019		December 31, 2018
Assets
Cash and cash equivalents	$	99,343	$	99,601
Restricted cash		51,241		21,236
Accounts receivable, net		61,970		53,789
Leasing equipment, net		1,498,679		1,432,210
Operating lease right-of-use assets, net		42,590		—
Finance leases, net		8,620		18,623
Property, plant, and equipment, net		945,052		708,853
Investments		51,109		40,560
Intangible assets, net		30,182		38,513
Goodwill		116,584		116,584
Other assets		229,643		108,809
Total assets	$	3,135,013	$	2,638,778
Liabilities
Accounts payable and accrued liabilities	$	135,155	$	112,188
Debt, net		1,582,262		1,237,347
Maintenance deposits		197,989		158,163
Security deposits		42,761		38,539
Operating lease liabilities		43,036		—
Other liabilities		28,158		38,759
Total liabilities	$	2,029,361	$	1,584,996
Commitments and contingencies
Equity
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 84,903,138 and 84,050,889 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively)	$	849	$	840
Preferred shares ($0.01 par value per share; 3,450,000 shares authorized; 3,450,000 and 0 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively)		35		—
Additional paid in capital		1,027,451		1,029,376
Retained earnings (accumulated deficit)		6,806		(32,817	)
Accumulated other comprehensive income		25,474		—
Shareholders' equity		1,060,615		997,399
Non-controlling interest in equity of consolidated subsidiaries		45,037		56,383
Total equity		1,105,652		1,053,782
Total liabilities and equity	$	3,135,013	$	2,638,778

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FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	26,673		$	(15,059	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in losses of unconsolidated entities		1,527			598
Gain on sale of equipment, net		(61,416	)		(5,253	)
Security deposits and maintenance claims included in earnings		(3,863	)		(4,325	)
Equity-based compensation		1,604			669
Depreciation and amortization		125,877			96,853
Change in current and deferred income taxes		(1,906	)		670
Change in fair value of non-hedge derivative		4,130			567
Amortization of lease intangibles and incentives		24,008			17,629
Amortization of deferred financing costs		5,995			4,164
Bad debt expense		3,139			1,586
Other		748			51
Change in:
Accounts receivable		(16,002	)		(19,024	)
Other assets		(15,128	)		(10,891	)
Accounts payable and accrued liabilities		2,101			15,198
Management fees payable to affiliate		8,961			(774	)
Other liabilities		(13,735	)		3,756
Net cash provided by operating activities		92,713			86,415
Cash flows from investing activities:
Investment in notes receivable		—			(912	)
Investment in unconsolidated entities and available for sale securities		(13,500	)		(1,115	)
Principal collections on finance leases		13,094			658
Acquisition of leasing equipment		(287,508	)		(330,492	)
Acquisition of property, plant and equipment		(243,707	)		(178,555	)
Acquisition of lease intangibles		(101	)		(5,039	)
Purchase deposits for acquisitions		(45,852	)		(17,350	)
Proceeds from sale of leasing equipment		166,290			30,409
Proceeds from sale of property, plant and equipment		7			78
Return of capital distributions from unconsolidated entities		1,424			872
Return of purchase deposit for aircraft and aircraft engines		—			240
Return of deposit on sale of engine		—			(400	)
Net cash used in investing activities	$	(409,853	)	$	(501,606	)
Cash flows from financing activities:
Proceeds from debt	$	568,704		$	615,239
Repayment of debt		(218,934	)		(181,856	)
Payment of deferred financing costs		(31,585	)		(2,686	)
Receipt of security deposits		5,802			7,084
Return of security deposits		(368	)		(1,520	)
Receipt of maintenance deposits		49,356			41,808
Release of maintenance deposits		(23,822	)		(11,518	)
Proceeds from issuance of common shares, net of underwriter's discount		—			128,451
Common shares issuance costs		—			(789	)
Proceeds from issuance of preferred shares, net of underwriter's discount and issuance costs		82,888			—
Purchase of non-controlling interest		—			(3,705	)
Cash dividends - common shares		(85,154	)		(82,623	)
Net cash provided by financing activities	$	346,887		$	507,885
Net increase in cash and cash equivalents and restricted cash		29,747			92,694
Cash and cash equivalents and restricted cash, beginning of period		120,837			92,806
Cash and cash equivalents and restricted cash, end of period	$	150,584		$	185,500

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Key Performance Measures

The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.

Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income 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.

The following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,									Nine Months EndedSeptember 30,
(in thousands)	2019			2018			Change			2019			2018			Change
Net income attributable to shareholders	$	25,671		$	4,578		$	21,093		$	39,623		$	4,845		$	34,778
Add: Provision for (benefit from) income taxes		1,004			551			453			(842	)		1,580			(2,422	)
Add: Equity-based compensation expense		676			232			444			1,604			669			935
Add: Acquisition and transaction expenses		5,618			1,460			4,158			9,400			4,734			4,666
Add: Losses on the modification or extinguishment of debt and capital lease obligations		—			—			—			—			—			—
Add: Changes in fair value of non-hedge derivative instruments		4,380			385			3,995			4,130			567			3,563
Add: Asset impairment charges		—			—			—			—			—			—
Add: Incentive allocations		3,736			(20	)		3,756			6,109			553			5,556
Add: Depreciation and amortization expense (1)		50,464			39,162			11,302			149,885			114,482			35,403
Add: Interest expense		25,488			15,142			10,346			72,263			39,870			32,393
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)		(801	)		402			(1,203	)		(895	)		385			(1,280	)
Less: Equity in losses of unconsolidated entities		974			442			532			1,527			598			929
Less: Non-controlling share of Adjusted EBITDA (3)		(3,068	)		(3,563	)		495			(8,242	)		(9,175	)		933
Adjusted EBITDA (non-GAAP)	$	114,142		$	58,771		$	55,371		$	274,562		$	159,108		$	115,454

 ________________________________________________________

⁽¹⁾ Includes the following items for the three months ended September 30, 2019 and 2018: (i) depreciation and amortization expense of $43,744 and $34,422, (ii) lease intangible amortization of $1,072 and $1,911 and (iii) amortization for lease incentives of $5,648 and $2,829, respectively. Includes the following items for the nine months ended September 30, 2019 and 2018: (i) depreciation and amortization expense of $125,877 and $96,853, (ii) lease intangible amortization of $5,736 and $5,913 and (iii) amortization for lease incentives of $18,272 and $11,716, respectively.

⁽²⁾ Includes the following items for the three months ended September 30, 2019 and 2018: (i) net loss of $(1,096) and $(483), (ii) interest expense of $30 and $97 and (iii) depreciation and amortization expense of $265 and $788, respectively. Includes the following items for the nine months ended September 30, 2019 and 2018: (i) net loss of $(1,793) and $(734), (ii) interest expense of $101 and $303 and (iii) depreciation and amortization expense of $797 and $816, respectively.

⁽³⁾ Includes the following items for the three months ended September 30, 2019 and 2018: (i) equity based compensation of $85 and $19, (ii) provision for income taxes of $27 and $2, (iii) interest expense of $846 and $1,512, (iv) depreciation and amortization expense of $1,325 and $1,809, and (v) changes in fair value of non-hedge derivative instruments of $785 and $221, respectively. Includes the following items for the nine months ended September 30, 2019 and 2018: (i) equity based compensation of $220 and $96, (ii) provision for income taxes of $73 and $10, (iii) interest expense of $2,854 and $3,823, (iv) depreciation and amortization expense of $3,834 and $5,097 and (v) changes in fair value of non-hedge derivative instruments of $1,261 and $149, respectively.

We use Funds Available for Distribution (“FAD”) in evaluating our ability to meet our stated dividend policy. FAD is not a financial measure in accordance with GAAP. The GAAP measure most directly comparable to FAD is net cash provided by operating activities. We believe FAD is a useful metric for investors and analysts for similar purposes.

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We define FAD as: net cash provided by operating activities plus principal collections on finance leases, proceeds from sale of assets, and return of capital distributions from unconsolidated entities, less required payments on debt obligations and capital distributions to non-controlling interest, and excludes changes in working capital.

The following table sets forth a reconciliation of Net Cash Provided by Operating Activities to FAD for the nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30,
(in thousands)	2019			2018
Net Cash Provided by Operating Activities	$	92,713		$	86,415
Add: Principal Collections on Finance Leases		13,094			658
Add: Proceeds from Sale of Assets		166,297			30,487
Add: Return of Capital Distributions from Unconsolidated Entities		1,424			872
Less: Required Payments on Debt Obligations (1)		(29,513	)		(6,231	)
Less: Capital Distributions to Non-Controlling Interest		—			—
Exclude: Changes in Working Capital		33,803			11,735
Funds Available for Distribution (FAD)	$	277,818		$	123,936

 ________________________________________________________

⁽¹⁾ Required payments on debt obligations for the nine months ended September 30, 2019 exclude repayments of $175,000 for the Revolving Credit Facility and $14,421 for the Central Maine & Québec Railway (“CMQR”) Credit Agreement, and for the nine months ended September 30, 2018 exclude repayments of $150,000 for the Revolving Credit Facility and $25,625 for the CMQR Credit Agreement, all of which were voluntary refinancings as repayments of these amounts were not required at such time.

The following tables set forth a reconciliation of FAD to Net Cash provided by Operating Activities for the three and nine months ended September 30, 2019:

	Three Months Ended September 30, 2019
(in thousands)	Aviation Leasing		Infrastructure			Corporate and Other			Total
Funds Available for Distribution (FAD)	$	185,679	$	(32,000	)	$	(32,938	)	$	120,741
Less: Principal Collections on Finance Leases										(10,098	)
Less: Proceeds from Sale of Assets										(94,793	)
Less: Return of Capital Distributions from Unconsolidated Entities										(144	)
Add: Required Payments on Debt Obligations (1)										26,388
Add: Capital Distributions to Non-Controlling Interest										—
Include: Changes in Working Capital										(7,493	)
Net Cash provided by Operating Activities									$	34,601

⁽¹⁾ Required payments on debt obligations for the three months ended September 30, 2019 exclude repayments of $60,000 for the Revolving Credit Facility and $3,711 for the CMQR Credit Agreement, both of which were voluntary refinancings as repayments of these amounts were not required at such time.

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	Nine Months Ended September 30, 2019
(in thousands)	Aviation Leasing		Infrastructure			Corporate and Other			Total
Funds Available for Distribution (FAD)	$	413,637	$	(46,179	)	$	(89,640	)	$	277,818
Less: Principal Collections on Finance Leases										(13,094	)
Less: Proceeds from Sale of Assets										(166,297	)
Less: Return of Capital Distributions from Unconsolidated Entities										(1,424	)
Add: Required Payments on Debt Obligations (2)										29,513
Add: Capital Distributions to Non-Controlling Interest										—
Include: Changes in Working Capital										(33,803	)
Net Cash provided by Operating Activities									$	92,713

⁽²⁾ Required payments on debt obligations for the nine months ended September 30, 2019 exclude repayments of $175,000 for the Revolving Credit Facility and $14,421 for the CMQR Credit Agreement, both of which were voluntary refinancings as repayments of these amounts were not required at such time.

FAD is subject to a number of limitations and assumptions and there can be no assurance that the Company will generate FAD sufficient to meet its intended dividends. FAD has material limitations as a liquidity measure of the Company because such measure excludes items that are required elements of the Company’s net cash provided by operating activities as described below. FAD should not be considered in isolation nor as a substitute for analysis of the Company’s results of operations under GAAP, and it is not the only metric that should be considered in evaluating the Company’s ability to meet its stated dividend policy. Specifically:

● FAD does not include equity capital called from the Company’s existing limited partners, proceeds from any debt issuance or future equity offering, historical cash and cash equivalents and expected investments in the Company’s operations.

● FAD does not give pro forma effect to prior acquisitions, certain of which cannot be quantified.

● While FAD reflects the cash inflows from sale of certain assets, FAD does not reflect the cash outflows to acquire assets as the Company relies on alternative sources of liquidity to fund such purchases.

● FAD does not reflect expenditures related to capital expenditures, acquisitions and other investments as the Company has multiple sources of liquidity and intends to fund these expenditures with future incurrences of indebtedness, additional capital contributions and/or future issuances of equity.

● FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.

● FAD does not reflect changes in working capital balances as management believes that changes in working capital are primarily driven by short term timing differences, which are not meaningful to the Company’s distribution decisions.

● Management has significant discretion to make distributions, and the Company is not bound by any contractual provision that requires it to use cash for distributions.

If such factors were included in FAD, there can be no assurance that the results would be consistent with the Company’s presentation of FAD.

9

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Document and Entity Information	Oct. 31, 2019
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2019
Entity Registrant Name	Fortress Transportation and Infrastructure Investors LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37386
Entity Tax Identification Number	32-0434238
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	45th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001590364
Common Class A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common shares, $0.01 par value per share
Trading Symbol	FTAI
Security Exchange Name	NYSE
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
Trading Symbol	FTAI PR A
Security Exchange Name	NYSE