Good day, and thank you for standing by. Welcome to the Q1 2022 Fortress Transportation and Infrastructure Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. . I would now like to hand the conference over to our speaker today, Mr. Alan Andreini. Please go ahead.

Thank you, Tanya. I would like to welcome you to the Fortress Transportation and Infrastructure First Quarter 2022 Earnings Call. Joining me here today are Joe Adams, our Chief Executive Officer; Ken Nicholson, our newly appointed CEO of FTAI Infrastructure; Scott Christopher, the Chief Financial Officer of FTAI, who will become the CFO of FTAI Infrastructure; and Angela Nam, the Chief Accounting Officer of FTAI, who will become the CFO of FTAI Aviation, which will be the new name of FTAI. We have posted an investor presentation and our press release on our website, which we encourage you to download if you have not already done so. Also, please note that this call is open to the public in listen-only mode and is being webcast. In addition, we will be discussing some non-GAAP financial measures during the call today, including FAD. The reconciliations of those measures to the most directly comparable GAAP measures can be found in the earnings supplement. Before I turn the call over to Joe and Ken, I would like to point out that certain statements made today will be forward-looking statements, including regarding future earnings. These statements by their nature are uncertain and may differ materially from actual results. We encourage you to review the disclaimers in our press release and investor presentation regarding non-GAAP financial measures and forward-looking statements and to review the risk factors contained in our quarterly report filed with the SEC. Now I would like to turn the call over to Joe.

Thank you, Alan. To start the call, I'm pleased to announce our 28th dividend as a public company and our 43rd consecutive dividend since inception. The dividend of $0.33 per share will be paid on May 24 based on a shareholder record date of May 13. First, a couple of highlights. Yesterday, our Board formally approved the spin-off FTAI Infrastructure from FTAI. And we expect the spin to be completed in the next 4 to 8 weeks. Secondly, as to Russia, Ukraine war and our assets lost in that conflict, we are writing off $195 million in Q1 for impairments, bad debt and lost revenue, but we expect to recapture all of that $195 million over the coming year. Now let's turn to the numbers. The key metrics for us are adjusted EBITDA and FAD or funds available for distribution. Absent the impact to our assets in the Russian-Ukraine war, which we estimate to be approximately $70 million in Q1, adjusted EBITDA would have been approximately $122 million, down 2% compared to $124.8 million in Q4 of 2021. And up 158% compared to $47.2 million in Q1 2021. Including onetime charges, actual adjusted EBITDA was $51.6 million in Q1 '22, which is down 60% compared to Q4 2021 and down 9% compared to Q1 2021. FAD was $71.4 million in Q1 2022, down 41% compared to $120.1 million in Q4 2021 and up 396% compared to $14.4 million in Q1 of 2021. During the first quarter, the $71.4 million FAD number was comprised of $117.1 million from our Aviation leasing portfolio, $7.1 million from our infrastructure businesses and negative $52.8 million from corporate and other. Turning now to Aviation. Let's start with the impact of the Russia's war in Ukraine. We reported Q1 2022 Aviation EBITDA of $48 million. Write-off…

Thank you very much, Joe. We're excited about the prospects for our infrastructure business. And to the next 3 slides, I'm going to talk about our recent results at each of our assets and highlight several projects and plans we have for growth in the coming months and the remainder of the year. It's an incredibly dynamic time in the transportation and energy markets with high commodity prices, extreme focus on energy security and the mounting forces pushing energy transition, and we are in a great position with each of our businesses ideally suited to act on these opportunities. Starting on Page 9 with Transtar. Transtar generated $34.1 million in revenue and $14.6 million in EBITDA for the quarter. Revenue was up $1.1 million or 3.5% quarter-over-quarter at slightly lower carloads were more than offset by higher average pricing. More specifically on carloads, cold-rolled steel shipments out of U.S. Steel rebounded in March, showing promise for continued improvements next quarter while hot rolled coil shipments have remained steady. Shipment cycle times that were delayed at customers for unloading in the fourth quarter and much of the first quarter are moving at a faster pace, permitting Transtar railcar fleets have turned more efficiently. EBITDA for the quarter was approximately -- it was impacted, I apologize by $2 million of nonrecurring items and the lagging fuel surcharge revenue. We experienced higher fuel costs in the first quarter for which we will be reimbursed in the second quarter due to the mechanics of our fuel surcharge program with U.S. Steel. Most importantly, cash flow from operations for the quarter was $16.6 million in excess of adjusted EBITDA as cash realized from the optimization of Transtar railcar fleet was $3 million for the quarter, more than offsetting capital expenditures of $1.1 million. We're very…

Thanks, Ken. It's hard to imagine a 2-year period that's been more difficult and volatile than the last 2 between COVID and the war in Ukraine. Our business models have been stress tested in ways that we would never have expected. The good news is FTAI has come through this period in good shape and in fact, very good shape. The aviation industry is once again in growth mode and our aerospace products are more in demand now than we had ever thought. And with the world's rediscovered desire for more energy independence, our infrastructure assets are more critical today and more valuable than they were just 2 months ago. Putting it all together, it's a perfect time to separate the companies. To that end, we filed this morning our public Form 10, which means that we should have 2 separate trading companies in the next 4 to 8 weeks. Heading FTAI Infrastructure will be Ken Nicholson, who you just heard from. Ken has been my partner for over 20 years, including the last 10 since we started FTAI, and I'm very excited to be working with him in this new role. To sum it up, after years of preparation, the separation of FTAI Aviation and FTAI Infrastructure is now at hand, and we're very excited by the prospects for both companies. Turning back to Alan now.

Thank you, Joe. Tanya, you may now open the call to Q&A.

. And our first question comes from Justin Long of Stephens.

I wanted to start with aviation. Last quarter, you talked about the run rate for EBITDA from aviation being around $550 million, and that included $50 million to $100 million from aerospace services. So at the midpoint, if you strip that out, aviation leasing was expected to do about $475 million of EBITDA. If you set Russia and Ukraine aside and take that out of numbers, what does that pro forma number look like going forward?

Yes. So I'll give you the answer first, and then I'll sort of walk back through how I get there. And the answer, I think, for the year would be $475 million of EBITDA for both leasing and aerospace products. And I would use $375 million of EBITDA for leasing and $100 million now for aerospace products. We're more comfortable, I think, at the high end of that earlier range given the widespread acceptance and the backlog that we see building. So if you take the $475 million and then you look at the $375 million for the leasing, as I mentioned, we had about $35 million of leasing EBITDA in Q1 and the war in Ukraine cost us about 70, so call that roughly $105 million if the war hadn't happened for the leasing business. And so that if you use that as a base, the assets that we -- that came off lease that I mentioned that are either off-lease or stuck in Russia Ukraine figure that's about a $20 million impact to Q2 negative impact. But we added business from the Avianca deal is about . So net-net, that's probably $95 million for Q2 from leasing. And then on top of that, we're going to have, as I mentioned, a $30 million gain from a sale of the 4 cargo claims that we were able to get back. So called Q2 roughly $125 million. And then if you look at the balance of that to get to $375 million to $380 million is about $220 million for Q3 and Q4. So that's kind of how I get to that number, and hopefully, that's helpful because I apologize for all the variances and changes, but this -- our world was sort of interrupted unfortunately, as many people have been, but that's the math.

That's extremely helpful. I know there's a lot going on. So on that last point about the $220 million in the back half of the year, does that assume any gains?

No.

Okay. And I guess, secondly, on Jefferson, any update on what you're expecting in terms of EBITDA over the remainder of the year and how things could ramp, and it was helpful to get some color on the trends per month that you're expecting in the back half. But curious if you could put a sensitivity around that in terms of what one train per month means to EBITDA?

Yes. Justin. Happy to do that. Maybe to answer your specific question, one train per month, one train of yellow wax crude can generate -- it depends, but anywhere up to $100,000 of EBITDA to significant. This is one of the reasons we're so bullish and so excited about it. Unloading one train can be a very high-margin business between the heating involved, the blending and what have you. So it could be very substantial for Jefferson, and we're excited about the trends we're seeing here in the second quarter. Big picture with Jefferson, obviously, we have a lot going on. We've got big Exxon contracts kicking off at the early part of next year. Our ultimate goal is to get Jefferson to $80 million to $100 million of EBITDA, a precise trajectory for which we get there is -- I can't provide that kind of precision quarter-over-quarter. But our goal is at the end of the year. And as we kick off the new Exxon business in January of next year to be pretty close to that number on a run rate basis.

And our next question comes from Chris Wetherbee of Citi.

Maybe just on the leasing side. I think, Joe, you mentioned that you'd recover -- I think you said all of the $195 million that you're writing down. I guess could you help us sort of bridge that gap? Are you talking specifically about the leasing business? And is that just sort of new business opportunities that are out there? Is it a combination of that and insurance recoveries? I just want to make sure I understand how you're thinking about that.

So yes, the recovering of the $195 million is really primarily would be from insurance and recovery of that debt, not from any additional activity around that. So that's what we were referring to in that. And I think the -- as I mentioned, we filed $290 million of insurance claims $75 million of that is for assets that are in Ukraine that look to us. We don't have a first-hand inspection. We have aerial photos of the area, that look destroyed. So that is pretty straightforward from an insurance point of view. So the other ones in Russia are -- ultimately, you have to prove that you can't get your assets back. But every day that goes by, that seems to be easier and easier to prove. So I think that it's going to become fairly clear. So a big chunk of, I think what we're referring to that $195 is the insurance recovery ultimately for those assets.

Okay. Okay. That's helpful. I appreciate that. And then just on Jefferson, I just want to make sure I understood the point there on the slide about the ramp-up. When you think about the 8 trains. I know we have 24, I think, monthly trains of capacity. We're thinking about 8 trains. I just want to make sure, is that the April run rate that we're on right now? Or are you expecting sort of a run rate to accelerate as you go into May and June to be able to hit that for the second quarter?

No, that is the run rate we are on currently.

And our next question comes from Giuliano Bologna of Compass Point.

I guess to start off, continuing along a similar topic on the Jefferson terminal. The details around the trains and the capacity are very helpful. But the first thing I was interested in thinking of your plan about is that there’s actually an increased focus on importing from Canada and a large part of that would most likely be coming via rail. And you guys obviously have a rail terminal. I realize that a big part of what you're mapping out here is not necessarily from Canada on the train side initially, but I'm curious if there are opportunities on the Canadian side to get long-term agreements in place for multiyear supplies or it might be the potential to get the built Canadian side putting that forward. And then the kind of add-on to that is, I'm curious if the capacity is any different if you're bringing in crude from Canada versus yellow wax and if the EBITDA contribution would be any different between the 2.

Yes. Look, the general tone and atmospherics around Canadian crude by rail are very positive. The White House making statements weeks ago regarding increased imports from Canada by any mode other than pipe. So that's a very good thing for crude by rail. I would tell you the activity today is still relatively light compared to where the activity was pre-COVID, about 2 to 3 trains a day get loaded in Canada, in Alberta and Saskatchewan regions, and that number was between 10 and 12 trains pre-COVID. So we're still a relatively reduced levels, but it is growing. And with the White House sentiment, we are bullish that we're going to start seeing some crude trains coming in from Canada in the short term. Hard to specifically quantify that, but I do think we'll start to see a good uptick. Specifically on your point, the economics I described on the Uinta Basin, yellow wax crude, they're roughly the same for Canadian crude. It's also a very heavy barrel that requires heating when it comes in and tankers and generally requires blending. And so the economics are typically the same. We'd love to see more Canadian crude coming in. We have the capacity to handle it. We've got plenty of storage. We have blending capabilities. So we're eager to see that market pick up.

That's great. And then moving up to a slightly different topic. But on the aviation side and more so on the aerospace services -- partially on the aerospace services side. I know that you guys already an approval for the first PMA part. I was curious if there's any on the timing for the second PMA part? And then as a little bit add on to that question for the second PMA part. I'm curious if you have a lot of order first out of the first 2 parts combined, you have the order book for parts are shipping up there.

Yes, the parts and development there's a number of parts that are in development, they're all progressing. And there's a very active dialogue in terms of -- with the regulators. So those are all making very good progress, and we expect to see them in various points of approval over the next year. So those are moving ahead. And there is -- until they're approved, we have conditional orders, but it really doesn't translate into and actually get the approval. So I'm confident that there is demand. There's demand certainly from us and our engines, and we believe from the market. So…

And our next question comes from Greg Lewis of BTIG.

I just had a question on aviation. Clearly, a couple of factors have driven the ability for the team to start monetizing or selling off some aircraft into the cargo. You mentioned that. It doesn't sound like we're going to see much more of that as the year plays out. But just kind of curious, how should we think about the monetization of those assets and the recycling of that cash here as we look out over the next couple of quarters?

Well, there is potential for more of that. I was just commenting that in the base numbers, it's not built in. So I think that we are thinking of that the cargo market is at a really, really robust demand level, which maybe doesn't last forever. Historically, that's been true. And so we'll probably take more opportunity to monetize some of the cargo aircraft and engines in Q2 and Q3. And then the other potential monetization, as I talked about last quarter, some of the newer airplanes that we acquired on the Avianca deal and some of the other ones with long-term leases can be easily sold to other leasing companies today at very good prices, and we're close to doing a couple of deals where we would sell those at a gain and then retain the engine services contract for the next 7 to 8 years. So from our point of view, it's the ultimate best of all worlds, you acquire something, you sell it, again, take all your capital out and you retain the part of the business that we love, which is servicing the engines. And so that is a model that I think we think can be replicated. So we believe we can do more of that, and that will allow us to recycle capital and then also simultaneously build the backlog for our aerospace services products and lock that in. So very excited about that. I think the first couple of deals could happen in the next quarter or 2, and we think we'll be doing more of that. And overall, from a portfolio point of view, we're headed, as we mentioned, towards increasing the percentage of CFM56 product in our portfolio. It's today probably about up from 50% to about 60%. And I would expect, over time, to see that grow even to 70% or 80%, given the significant competitive advantage and the huge market opportunity that we have in that space.

Okay. That's great to hear, Joe. And then I guess maybe this one is for Ken. Congratulations on, I guess, taking over the Infrastructure side. I know it's been discussed that there's been -- there's a lot of money on the sidelines in terms of looking at investment in infrastructure. And clearly, the company over the years has shown an ability or willingness to kind of partner with other investors to kind of build out the business and even do some asset monetization on your end. Just kind of curious how that's -- what that's looking like? Is there any update or any color you can kind of give us around the potential to bring on additional partners into the infrastructure business, maybe post or prior to the spin?

Yes. Look, I mean, it's a pretty robust environment out there. There's -- as you said, there's a lot of capital available, but there are a lot of assets, a lot of infrastructure needs. We're always looking for projects. I would say generally, we'd be partnering with folks on the strategic front. Some of our customers, that's where it makes more sense for terminal build-outs where we put capital in customers, we help make their supply chains more efficient and what have you. I think there's a huge opportunity out there. In the rail space, we've got 3 or 4 different acquisitions we're currently looking at. I'm not sure those are anything we necessarily partner with folks on. Those are things that we would have the capacity to do on our own, more on the ports and terminal space where we're building out capacity, that's where joint ventures and partnerships like that could start to make a fair amount of sense.

And our next question comes from David Zazula of Barclays.

Joe. I guess first one is on used serviceable material. Airlines in general have been really ramping up and placing a premium on capacity and trying to use more aircraft. I guess I'm wondering whether you think that will have a positive or negative effect on the used serviceable material market and your business going forward? It seems like you're counting on some significant ramp going on this year?

Yes, it's a good point. And we've mentioned that there hadn't been a lot of transacting in the used serviceable market until the shop visits start to really pick up, which they are now. And so we're looking at a meaningful growth. I mentioned $100 million backlog of USM. And it's one of the reasons I think we're comfortable with the high end of the range for $100 million for aerospace products as that business will start to meaningfully contribute now in Q2 -- starting in Q2 and for the rest of the year. So the demand is very real. It's actually getting to be harder to find the parts now than it is to sell them. So that's a very good sign. And we have been building inventory. One of the constraints on new service material is getting the parts repaired because you take them out of an old engine you have to -- many of them have to be repaired. The repair shops are short staff. They don't have the supply chain constraints. So we have built a fair amount of inventory that we have repaired. So we're actually a pretty attractive partner for many of these airlines and also particularly the maintenance shops. And what we're trying to do with the USM now is use that as a lever to get more module transactions as well. So in other words, we can decide who to give our valuable USM to if they, in turn, do more business with us on the module side.

That's helpful. And then just a follow on for Ken or Scott, maybe. I guess you put out a potential number for increased spot market activity at Repauno. I guess, should we think about that as being kind of proportional run rate as far as how much it flows down to the bottom line? Or is that something that maybe you'd see a higher margin on that incremental activity?

Yes. You got it right. It is higher margin on the incremental activity. The -- on that slide, we showed Phase 1 and Phase 2. Phase 1 is what is operating today, and that's representative of the total margin out of Phase 1 operating at about 90% of its capacity. Phase 2, we need to build more storage in a loop track that's underway. We're just completing the permitting. That's going to take 12-months plus to actually put into place, but it was meant to be illustrative to give you a sense for the incremental margin that comes out of that. It is a higher-margin business because it just has more scale. And so the actual contribution per gallon or per barrel is higher after Phase II gets implemented. Phase II will start construction in another month or 2 or year. And as I said, that will take 12-plus months to implement, but we wanted to make sure people understood how accretive that could be. We've also applied for authorization to issue tax exempt debt to build out the entirety of that project. And so I think it could be incredibly accretive for Repauno.

And our next question comes from Brian Mckenna of JMP Securities.

I know the big focus in the near term is getting the spin completed and deleveraging the business. But for the stand-alone aviation company, how should we think about the capital management strategy longer term, given what will be a healthy cash flowing business? And then can you just remind us what are the expected CapEx needs on a recurring go-forward basis for the business?

Yes. So there is -- and we put out a slide on the capital structure in the deck, which I think is very helpful because the spin itself will generate $800 million of capital for aviation or FTAI aviation, which will reduce debt roughly to about $1.9 billion pro forma for the spin. And then in addition, as I mentioned, we have a potential asset sales of $300 million and another $200 million of insurance proceeds, which could bring possibly bring debt down to about $1.2 billion and equity to about $1.3 billion. So we'd be almost 1:1 debt to total debt to equity and under 3x debt to EBITDA. So very, very strong pro forma financial profile coming out of the spin. Now that gives us the opportunity, and I think we're trying to get positioned so that we could be very opportunistic in what almost certainly, there will be some more volatility and that creates opportunities for us to be able to use that firepower when the situations present themselves. So we're working to get ourselves set up to be able to really capitalize on that while aviation is in a very strong growth and recovery mode.

Got it. And then just a bigger picture question. Given the geopolitical events that have taken place this year, does it make you rethink at all your global strategy and footprint within aviation? And then can you just remind us how much of the leasing portfolio is tied to the U.S., Europe and then the rest of the world?

Europe is the biggest for us. It's 60%, 60%. And U.S. is probably 25%. So I -- I don't think you could -- I think Russia is unique in a way. I think there's not a country in the world that's sort of analogous that it was -- that was able to do what they did. So I think that people have accepted that that's probably not something that's going to happen in any other place, really. I don't see that as a significant risk. So obviously, it's -- it was a shock. I think the insurance market is going to pay and they'll raise rates, but I think people are going to continue leasing airplanes all around the world. And I don't see it as a major change other than I think Russia will be off limits of maybe a long, long time.

Our next question comes from Josh Sullivan of Benchmark Corporation.

Just as far as follow-up on that financing question, what are your thoughts on the time in year approach to the $800 million?

It's Ken. We're very close. I would say it's very well advanced, and it is next few weeks. I think things are pretty well organized, and we should be having that financing all complete and committed literally in a few weeks. Feeling good about it.

Okay. And then just one on aerospace. What's the appetite by airlines for additional sale leasebacks, air traffic picking up airlines still having eon capacity here, interest rates moving, your aero parts offerings maturing, a lot of moving parts here, but just curious on the signals you're getting from the sale-leaseback market.

It's good. I mean airlines are still -- they all lost money in Q1. They're all very positive, but they're still losing money. So they need capital, they need capital partners. So I think leasing as a percent of total fleet is 60% now, it's been increasing. So if anything, the airlines have proven that they're more volatile than people realize. So it's yet again. So I think leasing is a very critical part of their business model and sale leasebacks are definitely on the table. I mean we've been catching the airlines on a sale leaseback where we manage the engines for them, which is another way of them getting out of the business of having to manage shop visit. So it's additional reduction in capital for them, which they like, and it's great for us. So that's been our pitch, and we're very flexible, very good to work with. And so we've converted, I think, quite a few airlines already over to that where they don't really want to manage shop visits again. So we want to be the largest aftermarket engine shop provider or power provider in the business. So we're -- I think we have a differentiated and better model to a product that is really important for them.

So would those be kind of like power by the hour type relationships?

No. I mean it's still at least. We're not going to go power by the hour for, but you'd have a minimum rent. And then when the engine is due for its major overhaul, we do an exchange. And so instead of the engine, typically now, if you have a 10-year lease or 8-year lease and the shop visit is requiring you a 4, the airline has to do the shop visit it has to go out and get a spare engine, and it could take 6 months or 9 months, and it could cost $1 million just in getting a spare in transportation and all the downtime. So by giving an exchange, so we'll just -- instead of beyond having to manage that shop visit we just supply them with a new engine, and they give us the runout engine. And so that then eliminates the downtime for them. They save money and then we manage the shop visits. And all along the way, we're collecting maintenance reserves. So we're actually compensated for the maintenance and then some because we have a lower cost. So it's a win-win.

And our last question comes from Robert Dodd of Raymond James.

Just back to the aviation and kind of related business spend. I mean, what can you tell us about the expected dividend policy/mix, aviation versus infrastructure going forward and particularly on the aviation side, I mean how should we think about it beyond just what it's going to be post-spin, but what conceptually could be the driver of whether that increases stays flat, et cetera.

Yes. So the aviation business should generate a lot of free cash flow going forward. We'll have, as I mentioned, we'll have a strong balance sheet. We'll have sort of an ability to recycle capital and grow the earnings. And so that's a perfect model to be able to increase dividends. And -- that's been our objective from the beginning, we've been able to maintain the dividend in this -- even in this tumultuous period. And we think that the future would allow us to grow that for the aviation business.

Perfect. And one follow-up, if I can, also the aviation, post restructuring have spin and restructuring the balance sheet, do you have a target ROE? I mean, pre-Russia, pre-COVID, the aviation leasing business was regularly in the, call it, the mid-teens ROE. Is -- do you think that's an achievable target going forward with the newly lower leverage balance sheet or well, the previous one didn't have an . But any kind of target you think is achievable for that business on the leasing side or on the combined leasing plus maintenance side?

I think it could be substantially higher than that into the 20s, even 30s in terms of ROE. So I believe that's very doable.

I would now like to turn the conference back over to Mr. Andreini for closing remarks.

Thank you, operator, and thank you all for participating in today's conference call. We look forward to updating you after Q2.

This concludes today's conference call. Thank you for participating. You may now disconnect.