FTAI Aviation (FTAI) 8-K/A Financial Statements and Exhibits

Exhibit 99.1

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On July 12, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI”) announced that its Board of Directors approved the details and timing of the spin-off of its infrastructure business (the “Separation and Distribution”). The spin-off establishes FTAI’s infrastructure business as an independent, publicly traded company called FTAI Infrastructure Inc. (“FTAI Infrastructure”). The spin-off was effected as a pro rata distribution of all of the shares owned by FTAI of common stock of FTAI Infrastructure, a majority-owned subsidiary of FTAI, to the holders of FTAI common shares. The distribution occurred on August 1, 2022.

FTAI Infrastructure is an entity taxed as a corporation for U.S. federal income tax purposes and holds, among other things, the (i) Jefferson Terminal business, a multi-modal crude oil and refined products terminal in Beaumont, Texas, (ii) Repauno business, a deep-water port located along the Delaware River with an underground storage cavern and multiple industrial development opportunities, (iii) Long Ridge investment, 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, and (iv) Transtar business, five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities. FTAI Infrastructure also retained all related project-level debt of those entities. In connection with the closing of the spin-off, FTAI Infrastructure issued $300.0 million of preferred stock and warrants and $500.0 million of senior secured indebtedness, and remitted $730.3 million in proceeds, which reflects the amounts raised, primarily net of related discounts, fees and expenses, to FTAI as part of the separation. FTAI used the proceeds received from FTAI Infrastructure to repay all outstanding borrowings under its 2021 bridge loans, $200.0 million of its 6.50% senior unsecured notes due 2025, and approximately $175.0 million of the outstanding borrowings under its revolving credit facility. FTAI retained the aviation business and certain other assets, and FTAI’s remaining outstanding corporate indebtedness.

The following unaudited pro forma consolidated financial statements have been prepared to illustrate the effects of the spin-off of FTAI Infrastructure from FTAI. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 and the years ended December 31, 2021, December 31, 2020 and December 31, 2019 reflect the results of operations as if the Separation and Distribution had occurred on January 1, 2019. The unaudited pro forma consolidated balance sheet as of June 30, 2022 assumes that the Separation and Distribution occurred as of June 30, 2022. The unaudited pro forma consolidated financial information should be read together with the Company’s historical consolidated financial statements and accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2021, and in its quarterly report on Form 10-Q for the periods ended June 30, 2022.

The unaudited pro forma consolidated financial statements are presented based on information currently available, are intended for informational purposes, are not intended to represent what the Company’s consolidated statements of operations and balance sheet actually would have been had the Separation and Distribution occurred on the dates indicated above and do not reflect all actions that may be undertaken by the Company after the disposition of FTAI Infrastructure. In addition, the unaudited pro forma consolidated financial statements are not necessarily indicative of the Company’s results of operations and financial position for any future period.

The “Historical FTAI (as reported)” column in the unaudited pro forma consolidated financial statements reflects the Company’s historical consolidated financial statements for the periods presented and does not reflect any adjustments related to the Separation and Distribution or related transactions.

The information in the “Discontinued Operations” column in the unaudited pro forma consolidated statements of operations was derived from the Company’s consolidated financial statements and related accounting records for the six months ended June 30, 2022 and the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, and reflects the operating results of, and costs to separate, FTAI Infrastructure. Discontinued Operations does not include any allocation of general corporate overhead expenses of the Company to FTAI Infrastructure. The information in the “Discontinued Operations” column in the unaudited pro forma consolidated balance sheet was derived from the Company’s consolidated financial statements and the related accounting records as of June 30, 2022, adjusted to include certain assets and liabilities that will be transferred to FTAI Infrastructure pursuant to the Separation and Distribution agreement. Discontinued Operations does not reflect what FTAI Infrastructure’s results of operations would have been on a stand-alone basis and are not indicative of future results of operations. Beginning in the third quarter of 2022 and for all comparative periods presented, FTAI Infrastructure’s historical financial results for periods prior to the Separation and Distribution will be reflected in the Company’s consolidated financial statements as discontinued operations.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2022

(in thousands, except share and per share amounts)

	Historical FTAI (As reported)			Discontinued Operations (a)			Pro Forma Adjustments			Notes	Pro Forma FTAI
Revenues
Equipment leasing revenues		203,755			-			-				203,755
Infrastructure revenues		112,016			(112,016	)		-				-
Total revenues		315,771			(112,016	)		-				203,755
Expenses
Operating expenses		192,920			(87,925	)		-				104,995
General and administrative		10,695			(2,228	)		-				8,467
Acquisition and transaction expenses		15,650			(10,158	)		-				5,492
Management fees and incentive allocation to affiliate		7,226			(7,226	)		462		(c)		462
Depreciation and amortization		114,923			(34,315	)		-				80,608
Asset impairment		123,676			-			-				123,676
Interest expense		104,971			(12,945	)		(20,221	)	(b)		71,805
Total expenses		570,061			(154,797	)		(19,759	)			395,505
Other (expense) income
Equity in (losses) earnings of unconsolidated entities		(37,836	)		38,069			-				233
Gain on sale of assets, net		79,933			-			-				79,933
Interest income		1,246			-			-				1,246
Other expense		(2,055	)		2,055			-				-
Total other (expense) income		41,288			40,124			-				81,412
Loss before income taxes		(213,002	)		82,905			19,759				(110,338	)
Provision for income taxes		6,897			(3,729	)		-				3,168
Net loss		(219,899	)		86,634			19,759				(113,506	)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries		(15,946	)		15,946			-				-
Less: Dividends on preferred shares		13,582			-			-				13,582
Net loss attributable to shareholders		(217,535	)		70,688			19,759				(127,088	)
Loss per share:
Basic		(2.19	)									(1.28	)
Diluted		(2.19	)									(1.28	)
Weighted average shares outstanding:
Basic		99,367,597										99,367,597
Diluted		99,367,597										99,367,597

See Notes to Unaudited Pro Forma Consolidated Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2021

(in thousands, except share and per share amounts)

	Historical FTAI (As reported)			Discontinued Operations (a)			Pro Forma Adjustments			Notes	Pro Forma FTAI
Revenues
Equipment leasing revenues		335,583			-			-				335,583
Infrastructure revenues		120,219			(120,219	)		-				-
Total revenues		455,802			(120,219	)		-				335,583
Expenses
Operating expenses		172,464			(98,541	)		-				73,923
General and administrative		17,409			(3,961	)		-				13,448
Acquisition and transaction expenses		21,941			(4,030	)		-				17,911
Management fees and incentive allocation to affiliate		16,322			(15,638	)		239		(c)		923
Depreciation and amortization		201,756			(54,016	)		-				147,740
Asset impairment		10,463			-			-				10,463
Interest expense		171,036			(16,019	)		(14,267	)	(b)		140,750
Total expenses		611,391			(192,205	)		(14,028	)			405,158
Other (expense) income
Equity in (losses) earnings of unconsolidated entities		(12,734	)		11,331			-				(1,403	)
Gain on sale of assets, net		49,031			(16	)		-				49,015
Loss on extinguishment of debt		(3,254	)		-			-				(3,254	)
Interest income		1,711			(318	)		-				1,393
Other expense		(10,928	)		9,248			-				(1,680	)
Total other income		23,826			20,245			-				44,071
Loss before income taxes		(131,763	)		92,231			14,028				(25,504	)
(Benefit from) provision for income taxes		(1,057	)		4,183			-				3,126
Net loss		(130,706	)		88,048			14,028				(28,630	)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries		(26,472	)		26,472			-				-
Less: Dividends on preferred shares		24,758			-			-				24,758
Net loss attributable to shareholders		(128,992	)		61,576			14,028				(53,388	)
Loss per share:
Basic		(1.43	)									(0.59	)
Diluted		(1.43	)									(0.59	)
Weighted average shares outstanding:
Basic		89,922,088										89,922,088
Diluted		89,922,088										89,922,088

See Notes to Unaudited Pro Forma Consolidated Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2020

(in thousands, except share and per share amounts)

	Historical FTAI (As reported)			Discontinued Operations (a)			Pro Forma Adjustments			Notes	Pro Forma FTAI
Revenues
Equipment leasing revenues		297,934			-			-				297,934
Infrastructure revenues		68,562			(68,562	)		-				-
Total revenues		366,496			(68,562	)		-				297,934
Expenses
Operating expenses		109,512			(69,391	)		-				40,121
General and administrative		18,159			(4,053	)		-				14,106
Acquisition and transaction expenses		9,868			-			-				9,868
Management fees and incentive allocation to affiliate		18,519			(13,073	)		-				5,446
Depreciation and amortization		172,400			(31,114	)		-				141,286
Asset impairment		33,978			-			-				33,978
Interest expense		98,206			(10,764	)		(13,832	)	(b)		73,610
Total expenses		460,642			(128,395	)		(13,832	)			318,415
Other (expense) income
Equity in losses of unconsolidated entities		(5,039	)		3,107			-				(1,932	)
Loss on sale of assets, net		(308	)		8			-				(300	)
Loss on extinguishment of debt		(11,667	)		4,724			-				(6,943	)
Interest income		162			(22	)		-				140
Other income		70			(70	)		-				-
Total other expense		(16,782	)		7,747			-				(9,035	)
Loss from continuing operations before income taxes		(110,928	)		67,580			13,832				(29,516	)
Benefit from income taxes		(5,905	)		1,562			-				(4,343	)
Net loss from continuing operations		(105,023	)		66,018			13,832				(25,173	)
Net income from discontinued operations, net of income taxes		1,331			-			-				1,331
Net loss		(103,692	)		66,018			13,832				(23,842	)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries from continuing operations		(16,522	)		16,522			-				-
Less: Dividends on preferred shares		17,869			-			-				17,869
Net loss attributable to shareholders		(105,039	)		49,496			13,832				(41,711	)
Loss per share:
Basic
Continuing operations		(1.24	)									(0.50	)
Discontinued operations		0.02										0.02
Diluted
Continuing operations		(1.24	)									(0.50	)
Discontinued operations		0.02										0.02
Weighted average shares outstanding:
Basic		86,015,702										86,015,702
Diluted		86,015,702										86,015,702

See Notes to Unaudited Pro Forma Consolidated Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2019

(in thousands, except share and per share amounts)

	Historical FTAI (As reported)			Discontinued Operations (a)			Pro Forma Adjustments			Notes	Pro Forma FTAI
Revenues
Equipment leasing revenues		349,322			-			-				349,322
Infrastructure revenues		229,452			(229,452	)		-				-
Total revenues		578,774			(229,452	)		-				349,322
Expenses
Operating expenses		291,572			(260,909	)		-				30,663
General and administrative		16,905			(3,747	)		-				13,158
Acquisition and transaction expenses		17,623			-			-				17,623
Management fees and incentive allocation to affiliate		36,059			(16,541	)		-				19,518
Depreciation and amortization		169,023			(33,128	)		-				135,895
Asset impairment		4,726			(4,726	)		-				-
Interest expense		95,585			(17,907	)		(13,775	)	(b)		63,903
Total expenses		631,493			(336,958	)		(13,775	)			280,760
Other (expense) income
Equity in losses of unconsolidated entities		(2,375	)		546			-				(1,829	)
Gain on sale of assets, net		203,250			(121,296	)		-				81,954
Interest income		531			(414	)		-				117
Other income		3,445			(2,443	)		-				1,002
Total other income		204,851			(123,607	)		-				81,244
Income from continuing operations before income taxes		152,132			(16,101	)		13,775				149,806
Provision for income taxes		17,810			(12,779	)		-				5,031
Net income from continuing operations		134,322			(3,322	)		13,775				144,775
Net income from discontinued operations, net of income taxes		73,462			-							73,462
Net income		207,784			(3,322	)		13,775				218,237
Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries:
Continuing operations		(17,571	)		17,571			-				-
Discontinued operations		247			-			-				247
Less: Dividends on preferred shares		1,838			-			-				1,838
Net income attributable to shareholders		223,270			(20,893	)		13,775				216,152
Earnings per share:
Basic
Continuing operations		1.74										1.66
Discontinued operations		0.85										0.85
Diluted
Continuing operations		1.74										1.66
Discontinued operations		0.85										0.85
Weighted average shares outstanding:
Basic		85,992,019										85,992,019
Diluted		86,029,363										86,029,363

See Notes to Unaudited Pro Forma Consolidated Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2022

(in thousands, except share and per share amounts)

	Historical FTAI (As reported)			Discontinued Operations (a)			Pro Forma Adjustments			Notes	Pro Forma FTAI
Assets
Cash and cash equivalents		118,854			(68,469	)		-			50,385
Restricted cash		177,951			(177,951	)		-			-
Accounts receivable, net		166,562			(88,573	)		-			77,989
Leasing equipment, net		1,844,095			(35,459	)		-			1,808,636
Operating lease right-of-use assets, net		73,549			(70,148	)		-			3,401
Property, plant, and equipment, net		1,642,536			(1,598,982	)		-			43,554
Investments		99,543			(76,905	)		-			22,638
Intangible assets, net		95,845			(63,977	)		-			31,868
Goodwill		262,819			(262,819	)		-			-
Other assets		400,394			(116,946	)		-			283,448
Total assets		4,882,148			(2,560,229	)		-			2,321,919
Liabilities
Accounts payable and accrued liabilities		253,207			(162,096	)		(5,623	)	(c)	85,488
Debt, net		3,497,566			(729,410	)		(711,243	)	(c)	2,056,913
Maintenance deposits		58,553			-			-			58,553
Security deposits		27,761			-			-			27,761
Operating lease liabilities		72,140			(69,138	)		-			3,002
Other liabilities		283,650			(255,392	)		-			28,258
Total liabilities		4,192,877			(1,216,036	)		(716,866	)		2,259,975
Equity
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,200,196 shares issued and outstanding as of June 30, 2022)		992			-			-			992
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 shares issued and outstanding as of June 30, 2022)		133			-			-			133
Additional paid in capital		1,332,968			(1,652,670	)		730,340		(c)	410,638
Accumulated deficit		(336,345	)		-			(13,474	)	(d)	(349,819	)
Accumulated other comprehensive loss		(298,874	)		298,874			-			-
Shareholders’ equity		698,874			(1,353,796	)		716,866			61,944
Non-controlling interest in equity of consolidated subsidiaries		(9,603	)		9,603			-			-
Total equity		689,271			(1,344,193	)		716,866			61,944
Total liabilities and equity		4,882,148			(2,560,229	)		-			2,321,919

See Notes to Unaudited Pro Forma Consolidated Financial Statements

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Description of Pro Forma Adjustments

The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 and the years ended December 31,

2021, December 31, 2020 and December 31, 2019, and the unaudited pro forma consolidated balance sheet as of June 30, 2022 include the following adjustments:

(a) Reflects the discontinued operations of FTAI Infrastructure, including the associated assets, liabilities, equity and results of operations and the non-recurring costs, primarily consisting of professional fees, that are directly related to the Separation and Distribution. Certain general corporate overhead expenses that were not specifically related to FTAI Infrastructure were excluded, as they did not meet the discontinued operations criteria.

(b) Reflects the reduction in interest expense of $20.2 million, $14.3 million, $13.8 million, and $13.8 million to give effect to the estimated repayment of debt described in (c) below for the six months ended June 30, 2022 and the years ended December 31, 2021, 2020 and 2019, respectively.

(c) Reflects the cash distribution from FTAI Infrastructure to FTAI in connection with the Separation and Distribution. FTAI Infrastructure has $300.0 million of preferred stock and $500.0 million aggregate principal amount of indebtedness. The Company received a dividend of $730.3 million in cash, the proceeds of the preferred stock and indebtedness, which reflects the amounts raised, primarily net of related discounts, fees and expenses. The Company used the proceeds received from FTAI Infrastructure to repay certain of FTAI’s outstanding debt and related premiums and accrued interest, and wrote off unamortized deferred financing costs of $13.5 million of the related debt facilities. The repayment of debt included all outstanding borrowings under its 2021 bridge loans, $200.0 million of its 6.50% senior unsecured notes due 2025, and approximately $175.0 million of its outstanding borrowings under its revolving credit facility. The write-off of deferred financing costs has been reflected as an adjustment to retained earnings. The adjustment also reflects an increase in management fees driven by an increase in total equity as a result of the debt repayment, in accordance with the management agreement.

(d) Reflects the impact of the Company’s shareholders’ equity from the pro forma adjustment described in note (c).