Good day, ladies and gentlemen, and welcome to the Quarter Four 2018 Fortress Transportation and Infrastructure Investors LLC Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this call will be recorded. I would now like to introduce your host for today's conference, Alan Andreini. Please go ahead, sir.

Thank you. I would like to welcome you to the Fortress Transportation and Infrastructure fourth quarter and year end 2018 earnings call. Joining me here today are Joe Adams, our Chief Executive Officer and Scott Christopher, our Chief Financial Officer. We have posted an investor presentation in 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 earning supplement. Before I turn the call over to Joe, I would like to point out that certain statements made today will be forward-looking statements, including regarding future earnings. These statements by their very 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, I'm pleased to announce our 15th dividend as a public company, and our 30th consecutive dividend since inception. The dividend of $0.33 per share will be paid on March 27, based on a shareholder record date of March 15. Our dividend coverage continues to improve. Dividend coverage was 1.5 times in Q3, and improved to 1.6 times in Q4. So now let's discuss some of the numbers. Q4 of 2018 was a record quarter and 2018 in total was a record year. Adjusted EBITDA for Q4 2018 was $63.1 million compared to Q3 of 2018 of $58.8 million and Q4 of 2017 of $47.8 million. As we projected, for the first time ever, infrastructure generated positive adjusted EBITDA of $2.6 million in Q4. FAD was $57.7 million in Q4 versus $44.7 million in Q3 of 2018 and $47.2 million in Q4 of 2017. Normalized FAD without sale proceeds was $44.1 million in Q4 versus $40.7 million in Q3 and $12.9 million in Q4 of 2017. During the fourth quarter, the $57.7 million FAD number was comprised of $82.9 million from our equipment leasing portfolio, negative $1.8 million from our infrastructure business and negative $23.4 million from corporate. The overall infrastructure number improved significantly from the prior quarter by $7.1 million, primarily due to improved results at all three infrastructure segments; the CMQR Railroad, Jefferson and Ports and Terminals. Corporate FAD was higher than Q3, primarily due to a full quarter impact of the interest expense on the $300 million in senior notes issued in September of 2018, incremental interest expense on a $100 million borrowings from our revolving credit facility and higher overall G&A corporate expenses related to year end activities. Let's now look at all of 2018 versus all of 2017. Those numbers were…

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

[Operator Instructions] And our first question comes from Justin Long with Stephens. Your line is now open.

Thanks and good morning. So I wanted to start with a question on the power plant now that we have an announcement on that front. And Joe, I think you mentioned you expect something to the tune of $200 million to $250 million of equity from selling that 49% stake. Can you talk about your plans for deploying that capital once it's received? Should we assume that all of this goes into aviation acquisitions or are there other investment opportunities we should consider?

I would assume aviation investments. I think that's the most likely.

Okay. And along the lines of getting capital in the door, I did want to get your updated thoughts on CMQR and the offshore energy businesses. I know those are both segments that you've contemplated as strategic alternatives in the past. Where do you kind of stand at this point in that thought process?

Sure. So I think we are still evaluating alternatives. I think the CMQR are we likely to do something on this year. As I mentioned, we see this year generating about $10 million of EBITDA, which I think is a good number and we'll make our decision on that I think shortly, but likely, I think that we go forward with that. This year the offshore segment is also something I think we'll evaluate. But the Pride being in this period of conversion, I think once we get that solidly in place and contracts, we have a number of parties that are interested, I think that will become also very likely. But that would - I would say, more likely toward the end of the year, early next year.

Okay, that's helpful. And then maybe lastly with the engine repair JV on the horizon, about a year away, could you give some more color on the EBITDA contribution you expect from that JV as we get into 2020 and beyond?

Sure. So there is two ways that we will make money off that. One is by managing our own engines and having a lower cost of a shop visit, we will have a lower basis in assets. So we will have more upside either from a higher return or from the assets that ultimately we could sell. As I mentioned, today we're achieving about $1 million per shop visit in savings from what we do today, which is a lot of module swaps and parts supplies. Adding the advanced engine repair next year, I think we'll increase that $1 million to really close to $2 million so it's a significant product that will have available, we'll have it on a proprietary basis. And so that we'll manage probably our own shop visits of 30 to 40 engines a year, so pretty significant contribution there. The other way is to offer that services to airlines and it's something that we've started to have conversations to explore really on a fee basis. And so we've estimated that if we could share the benefits of our product portfolio with airlines, we could generate potentially $50 million to $200 million of EBITDA with a 10% market share. So that's a little bit of a longer objective. But it's becoming closer to reality every month.

Okay, great that's really helpful. Appreciate the time.

Thank you. And our next question comes from Devin Ryan with JMP Securities. Your line is now open.

Great. Good morning Joe.

Good morning.

Okay. So, a couple of questions here, just on the potential for asset sales and maybe starting with Aviation. I know you guys are extending similar lease terms and I believe looking to sell some leased assets and then recycle that capital, which would seem to deduce returns further. And so would love to just kind of get some perspective on what that would look like. Are these into ABS structures? How should we think about the relative returns there and maybe the sizing of that opportunity, so would seem to make a lot of sense and be pretty compelling for you.

Sure. So today there's substantial demand for aviation assets that have long-term contracted cash flows and that being like five to six-year leases. And so we've created a number of those, I think very cost effectively. We're good at buying off lease assets or assets that need shop visits and managing the maintenance. And so we've taken a number of those assets, acquired at very good attractive prices and put long-term leases on them and we're thinking of capturing that value and then recycling the capital back and doing it all over again. So we could create maybe a much higher ROE out of this business by taking some of those really profits that we can manufacture. And if you think about the magnitude of it, we appraise our fleet every year at the end of the year. We had about $1.1 billion of book value in an appraised for over $1.5 billion. So we've got about a $400 million embedded gain in what we own today. And I think we could transact at those appraised value numbers or even higher in today's market. So I think it makes sense for us to do that and we've got some irons already in the fire there. So I think it's something that you'll see more of this year and if it's successful, we'll keep doing it.

Okay, terrific. That's great color. And then just somewhat interrelated so if I look at Jefferson, the asset, clearly has inflected [indiscernible] opinion and has some pretty strong momentum behind it. But it doesn't feel like your stock, your public stock is really reflecting all that momentum and in forward potential. And it would seem that the value of that asset is also well above kind of where you have it marked at equity levels. So would you think about potentially selling a stake in that asset to a strategic buyer to take a mark there? Obviously, I'm assuming you could do that with a pretty big premium and that will get reflected into the public equity. But just trying to think about the potential for - does it make sense to have a strategic partner there, given everything going on and then to, would you think about it because of the potential big implications on the public stock that you have?

Yes, we actually, we have thought about it, and maybe not just Jefferson, but the whole - all three terminals as a possibility because they're all very attractive assets from an infrastructure point of view, and they are all - we all have very specific plans for developing each one of those. So we can put a very concrete set of numbers around the opportunity set. And I would say, in general, today private market values of infrastructure assets are much higher than public market values so it's something that we are thinking about.

Okay, terrific. All good there. Thanks a lot, Joe.

Thank you. And our next question comes from Chris Wetherbee with Citi. Your line is now open.

Hi guys, James on for Chris. Wanted to touch on the dividend. Looking forward, when do you think a possible increase could happen with a quarter like this, this is probably the most logical question you could ask? You'd previously talked about two times coverage. Just kind of want to get a sense of that.

We think we will have probably two times coverage around the second quarter of this year. And then as we've said, the dividend will reflect our policy of increasing payouts to maintain the two times coverage.

Got it. And also wanted to touch on the power plant. Is there any potential upside there beyond what you've already contracted out and built out and like moving forward, what sort of magnitude would you attach to it, if it were there?

Sure. So we do have upside. It's interesting that we've contracted for power, to sell the power at a fixed price, but we have the option to be able to substitute in higher priced contracts and terminate the existing contracts. So we have our downside covered and we have upside. And the way we would realize that is, if we bring a tenant to the property that's on our site, which is basically behind the meter, so they avoid transmission and distribution costs, we could charge roughly $45 a megawatt hour for power versus the $30 a megawatt hour we have contracts for today. So there is meaningful upside. If we were able to do 100 megawatts or 200 megawatts that way, it could be $15 million to $20 million of additional EBITDA. So it's a great structure, the logical parties to think about today for this would be data centers, that's the highest and best use of electricity in the world today. So there's tremendous growing demand. So now that we have the project committed in FID, we're going to go out and look very hard at bringing in tenants who would buy electricity. And the unique offering we have is that it's low cost electricity and it's also fixed price. So we are not aware of anyone else really offering fixed price electricity. So on an initial basis, it's been well received.

Given the sales cycle for that, when would should be if there, a deal like that were to materialize, what year would it come about?

I would say most likely - you could have a contract this year, but you wouldn't have revenues probably until 2021.

Okay, got it. Thank you.

Thank you. And our next question comes from Rob Salmon with Wolfe Research. Your line is now open.

Joe, a quick question with regard to Jefferson. Obviously there was a lot of volatility with regard to the spreads throughout the quarter. Could you give us a sense of how those volumes trended kind of during the three months of the quarter and kind of what you've seen to date in the first quarter? I think I heard you say you're expecting the volumes to be down slightly. But just a little bit more context in terms of how those volumes trend, it would be really helpful.

Sure. So you're right, I think we saw both extremes in the last few months of spreads, it went out to $40 a barrel of WCS versus WTI, and then it came into $10 a barrel. So we've got the bookends, $40 was too high and $10 was too low. If you look at the forward markets, it's $15 in Q2, and trending out to $20 by Q3, Q4. And $20 is kind of the sweet spot that most people think where it will settle, because you need to have enough spread to make rail work. The Alberta government is committing to rail, all the producers are committing to rail, it's going to be the reality for the next three to five years to move crude out of Canada. So we see that normalizing once this period of intervention in Q1 sort of ends, which is what the Alberta government said they're already walking it back already. So spreads have started to normalize out. So we've seen some producers delay moving by rail in Q1, but volumes for Q2 are looking very good. So I don't think we're [ph] going to have a huge impact to us. The outlook for the year, as I mentioned for volumes and I think importantly for term commitments, people are actually talking now about three to five year commitments so that's a very significant positive for us.

Definitely. And then, I guess as you guys are thinking about putting that capital to work with regard to the pipelines, are you also seeing those types of three to five year commitments, which kind of underpins that investment or is this more from an opportunity to increase the optionality [ph] of the investment by having the ability to capture kind of low cost crude, regardless of what the spreads are?

Yes, so the 800,000 barrels of storage we have coming on in April, we have a deal for three to five years on those tanks committed with one user. So that's good. I think that, that three to five year time horizon for those types of investments is consistent with what we expected and what we see in the market. With respect to the pipeline connectivity, once you are wired into some refinery, for example and there's two of them right near us that we're going to connect to that are the largest in the North American market. So it couldn't be better. And once you're wired in, for instance the cost, if you wanted to move refined products across the river, hypothetically, from one refinery into our terminal by barge, it's a $1 a barrel; by pipeline, it's $0.10. So once you have that you have a competitive advantage that is hardwired and you'll come up with a lot more opportunities to lengthen out the relationships. So I see that absolutely happening. The second thing is that crude by rail from Canada is clearly a good market for three to five years and maybe longer. But we're also looking at other products, such as the waxy crude or crude that has its diluent removed that could be 10 to 15-year commitments. So we think that ultimately we have the best rail assets in the Gulf by far and we're going to take the opportunity in this period where the Canadian volumes are good to fill in with other things that could be much longer in duration because waxy crude will never move in a pipeline. So it's always going to move by rail, those types of things.

Makes sense. Appreciate the time guys.

Thank you. And our next question comes from the line of Ari Rosa with Bank of America Merrill Lynch. Your line is now open.

Good morning guys, congrats on all the momentum. It's certainly an exciting story. Joe, I wanted to get your thoughts on the build out target for storage capacity at Jefferson. That was helpful to hear kind of what the plan looks like for 2019. But as we've seen from some of the other infrastructure assets in the Gulf region, it seems like there is certainly demand to extend beyond what you laid out for 2019. So just wanted to get your thoughts on what a longer term build out target might look like at Jefferson? Just an updated view on that would be great. Thanks.

Sure. So as I mentioned we should be at about 4 million barrels by the end of this year. The next project we're working on, really for 2020, is another 2 million barrels for the North terminal, so that would bring us to six and we have pretty good visibility and line of sight on that. And that will fill out the North terminal assets. And then beyond that, we're looking at a potential another 10 million barrels for the South terminal, which would also involve two new docks, which could handle Suezmax and that ties in really to the pipeline connectivity that I mentioned before. If we have that pipeline connectivity, pretty good chance we'll be able to contract up a fair amount of that There's a couple of new development. I mean Exxon has announced they're bringing their pipeline into Beaumont from the Permian. So that's going to be a 1.5 million barrel a day pipe that we're hopeful will end up at our terminal. And then TransCanada has obviously got expansion plans as well to bring in a bigger pipe into Beaumont also. So there's substantial volumes and then Exxon expanding its refinery from 360,000 barrels a day to over 600,000 barrels a day will make it the largest refinery in North America and that's gone FID. So that's committed. And the second largest refinery - what is the largest refinery today is Motiva, which is 10 miles away. Exxon's less than a mile away. So, we'll have the two largest refineries in North America as our and we'll be the closest we could be to them. And their time horizons, when they make investments is 30 years. So I feel pretty good that we have the connectivity that they need, we have the land, we have the ability to offer something that's competitively advantaged.

That's really great color. So it sounds like you're not lacking for demand at all as you build out that storage. Maybe you could talk about what the expected returns look like as you go through that process.

Yes. I think previously we've talked about a million barrels of storage is typically $10 million to $15 million per annum EBITDA. So that's consistent with what the market is and what we've been seeing. And really storage is like it is the base fee you get. Then you get additional fees every time the product moves or if it uses the dock or use the pipe. So, the attractive part of this midstream business is you get your base covered. You have a lot of different ways to make money on the upside and then you also own the assets. So you have the optionality [ph] that people love to talk about when market dislocations happen, like when you had $40 a barrel differential that if you don't own the asset, you can't capitalize on that very effectively. If you do own the asset, you can make a lot of money very quickly. And I think that's really the reason why people value these terminals at 15 to 20 times EBITDA. So it's not because they're thinking these things are stable - wonderful. You've got your downside covered and you have some exceptional opportunities on the upside every once in a while.

Okay, great. And then shifting gears a bit, we've talked about this in the past. But obviously there are a lot of capital needs across the table and certainly in the infrastructure portfolio. To what extent, do you think an equity raise is on the table here? Is that just completely not something that you guys are considering right now or I guess, would that be at the bottom of the list in terms of ways to raise capital? Obviously, we've talked about some of the joint ventures with the infrastructure assets being a priority. But is it safe to say that an equity raise is off the table?

Well, I would say that our focus right now is on as I mentioned Repauno and what we've done at Long Ridge is maximizing the use of non-recourse debt to finance these capital expenditures. And when you have long-term contracts with investment grade counterparties that works really well so that's our focus. And then additionally we've got some asset sales that I mentioned. The timing of which it's always harder to predict when you're going to actually sell something. But there's a number of different options we have planned. So those are our two priorities. We always look at capital markets, though. And so we don't take anything off the table, but the focus is really on non-recourse debt and asset sales.

Got it. That makes sense. And then just last question from me, I've noticed that the duration of the contracts in the Aviation portfolio has extended a bit versus where it was maybe a year ago. Maybe you could talk about your thinking around that strategically and if you're at a place right now where you'd like to be, or if you see the duration of those contracts extending further out as that portfolio continues to get built out?

Yes. Well, as I mentioned, the demand for assets is so strong right now that it's given us pretty good leverage. And we have increased the average duration of the engine portfolio. I think it went out from 11 months to 15 months in average and we've done more green time leases and we have airlines that they call us practically begging for an engine. So it's a very good market. Environment it's also push rates up too. So I think Pratt & Whitney just raised rates like 15% on leases so we like that, that's a good pricing umbrella. So we've got some leverage. As I said, I think that the outlook, if you look at the 757 and 767 market where we have a pretty big presence. Those assets, there's no replacement for them and the freight market is taking up every. Amazon is buying every 767 they can find and there is tremendous demand from the passenger side, so that all feels great. And then you look at the A320 and the 737 market. And as I said, 60% of the engines haven't even been in the shop yet. So there's bow wave of shop visits coming, there's not enough shop capacity not enough parts. And it's hard to see what could cause that not to stay like that for the next three to five years. So I think it's pretty good. And we're obviously thankful for that and appreciative. It's a good macro, but it also structurally just feels like that's going to continue. If you look at any of the trade publications and people talking about maintenance and repair capacity, it's very tight and it's not likely to be solved anytime soon.

That's great color. Thanks for the time.

Thank you. And our next question comes from the line of Brandon Oglenski with Barclays. Your line is now open.

I missed your prepared remarks, I really apologize if we're going to double check ground here. But have you guys talked about where the level of throughput Jefferson should be at this year? I mean should we be marking the $70 million of revenue this quarter in the fourth quarter, as like the minimum going forward now?

Well, we didn't talk specifically about guidance on that. I did mention the first quarter volumes on crude are going to be a little bit softer than they were in the fourth quarter, we had the spreads that were very attractive and then the upward [ph] intervention has caused some slowdown in crude by rail volumes in Q1. But it's looking very strong in Q2 through Q4. And then in April, we had 800,000 barrels of storage, we have those tanks committed to one customer, and 1.4 million at the end of the year. So it feels very good for the year, the exact timing of all that is we don't give quarterly guidance.

Sure. But I mean this has been pretty volatile, so I'm just trying to zero in on the model here. I mean, how much revenue have you contracted in Jefferson for 2019, maybe that's a better question?

Well, we really look at the storage volume and pretty much all of our storage is fully contracted. So as you look at incremental additions of storage, then you should have revenue increase when those storage tanks are available. And as I mentioned, 800,000 barrels comes online in April and 1.4 million in December.

Okay. And then from an OpEx perspective, how should we expect expenses to scale with this, because we did see a step-up quite a bit this quarter too?

Well, I mean, we did book some revenue in a different way. We booked tolling revenue for the most part, which you don't gross up revenues and expenses. When we arranged the full logistics chain and we moved crude from Canada, we then paid for all the transportation costs. So we end up with a much lower margin, but higher EBITDA business, but it's because you are grossing up both revenues and expenses. So the mix of that business is going to change for us. The economics of it are quite attractive. But it's going to change your margin computation.

Okay, fully understand, we can take that offline. And I guess just coming back to the other question about equity issuance. So can you walk us through in more detail what your actual liabilities are in 2019 like, sources and uses and what your cash cost is going to be?

Well, starting with Aviation, it's discretionary. It's a question we don't have liabilities, as I mentioned, we had $150 million of LOIs, which are going to close. So we'll fund those over the next two quarters. Then, in addition what I said is that what we're looking at in Repauno is financing that capital with non-recourse debt, based on contracts. So we would borrow at the Repauno level to fund most of that CapEx. At Long Ridge, we just announced the power plant deal, so that's fully funded, it's sort of in a box now. And then, Jefferson is really also being funded with debt capital at the Jefferson level and it's primarily the storage tanks that we're investing in this year that I just mentioned.

So, I guess not a significant call on an equity then?

No, it's very manageable.

Okay. I appreciate taking my questions. Thank you.

Thank you. And our last question comes from Robert Dodd with Raymond James. Your line is now open.

I mean, you actually covered most questions. My question is, it looks like you may end up with excess capital at the parent, right because funding the infrastructure units at each individual unit with non-recourse, but then if you have 200 plus coming in from the sale of the stake in Long Ridge, potentially the sale of CMQR and maybe shipping or offshore. But maybe that's next year. And then when we look at the Aviation business with the FAD run rate, the potential to recycle assets, I mean the - even the Aviation business may not need much additional capital from the parent this year versus what it can generate itself. So the question I guess is you did mention that for Long Ridge well coming back could go to the Aviation business. So is the plan to accelerate the growth of the Aviation business or are there other opportunities you're looking at in infrastructure? Obviously, if you can arbitrage four times development to 15 times sale, that's a pretty good place to put capital. But obviously it's a longer-term process as well. So can you talk us through the thoughts there?

Sure. So it's possible we are going to have excess capital by the end of the year, that wouldn't be a bad situation. But the two things that we look at in terms of always are investigating is, one is more Aviation investments, and so sometimes there are portfolio deals that come up that are attractive. But we don't budget capital expenditures there, we only make them if the returns are good. So it's always possible that you could find a bigger opportunity in the market and Aviation is huge. As I mentioned 22,000 CFM56-5B and 7B engines. And we are probably the most efficient best owner of those assets in the world. So that's huge. Secondly, we would look at investments that make our terminals more valuable. So if we can find an investment that is accretive, that would help accelerate development of Jefferson or Repauno, we're always interested in that. So that's our principal sort of threshold or sort of filter for looking at things.

Okay. I appreciate it. Thank you.

Thank you. And that does conclude today's question and answer session. I would now like to turn the call back to Mr. Alan Andreini for any further remarks.

Thank you all for participating in today's conference call. We look forward to updating you after Q1.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a great day.