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What changed in FTAI Infrastructure Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FTAI Infrastructure Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+260 added−273 removedSource: 10-K (2025-03-13) vs 10-K (2024-03-27)

Top changes in FTAI Infrastructure Inc.'s 2024 10-K

260 paragraphs added · 273 removed · 214 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

43 edited+17 added−11 removed81 unchanged
Biggest changeJefferson Terminal has a unique combination of six rail loop tracks and direct rail service from three Class I railroads, multiple direct pipeline connections to local refineries and interstate pipeline systems, barge docks and deep water ship loading capacity, capabilities to handle multiple types of products including refined products and both free-flowing and heavy grade crude oils, and a prime location close to Port Arthur and Lake Charles, which are home to refineries with over 2.3 million barrels per day of capacity.
Biggest changeDue to the success of this integrated public-private build-out approach, Jefferson Terminal’s main port terminal has a unique combination of six rail loop tracks with direct rail service from three Class I railroads, multiple direct pipeline connections to major refineries and interstate pipeline systems, three docks for loading and unloading barges and deep-water marine vessels, 6.2 million barrels of heated and unheated storage tanks, and facilities that are equipped to handle multiple types of products, including refined products and both light and heavy grade crude oils (with the ability to heat heavy crude for unloading prior to storing and blending), coupled with a prime location in the heart of a region that is home to refineries collectively representing an estimated 2.7 million barrels per day of refining capacity.
As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard. The deep water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a new multipurpose dock and convenient truck access to two major interstate highways.
As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard. The deep-water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a multipurpose dock and convenient truck access to two major interstate highways.
The following primarily comprise our Power and Gas business: Long Ridge Energy & Power During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights.
The following primarily comprise our Power and Gas business: Long Ridge Energy & Power During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights.
Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. Where Readers Can Find Additional Information FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105.
Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. 13 Where Readers Can Find Additional Information FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105.
In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. Long Ridge has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.
In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to test blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. Long Ridge has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.
Customers Our customers consist of global industrial and energy companies, including corporations that refine crude oil and trade petroleum products, manufacturers and local electricity markets and traders. We maintain ongoing relationships and discussions with our 11 customers and seek to have consistent dialogue.
Customers Our customers consist of global industrial and energy companies, including corporations that refine crude oil and trade petroleum products, manufacturers and local electricity markets and traders. We maintain ongoing relationships and discussions with our customers and seek to have consistent dialogue.
In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.
In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business 11 development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.
We have invested substantial time and resources into building our team, and our human capital 12 management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.
We have invested substantial time and resources into building our team, and our human capital management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.
Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or SoftBank and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us.
Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or Mubadala and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us.
Corporate and other sources accounted for the remaining 21% of our total revenue. We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns.
Corporate and other sources accounted for the remaining 17% of our total revenue. We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns.
Management Agreement We are externally managed by our Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of infrastructure assets since 2002. On December 27, 2017, SoftBank completed its acquisition of Fortress (the “SoftBank Merger”).
Management Agreement We are externally managed by our Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of infrastructure assets since 2002. On December 27, 2017, SoftBank completed its acquisition of Fortress.
Information on, or accessible through, our website is not a part of, and is not incorporated into, this report. 13
Information on, or accessible through, our website is not a part of, and is not incorporated into, this report.
In addition, the newly formed Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.
In addition, the Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.
In collaboration with New Fortress Energy and General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.
In collaboration with General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.
As of December 31, 2023, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.7 billion. Our Strategy We invest across a number of major sectors including energy, intermodal transport, ports and terminals and rail, and we may pursue acquisitions in other areas as and when opportunities arise in the future.
As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion. Our Strategy We invest across a number of major sectors including energy, intermodal transport, ports and terminals and rail, and we may pursue acquisitions in other areas as and when opportunities arise in the future.
Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access. Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises.
Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access. Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises, including artificial intelligence data centers.
As the newest marine terminal on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.
As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.
In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485 megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with New Fortress Energy, General Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.
In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General 12 Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.
As of December 31, 2023, Transtar has approximately 440 employees, of which approximately 360 are subject to collective bargaining agreements. Railway Services Agreement On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”).
As of December 31, 2024, Transtar has approximately 440 employees, of which approximately 340 are subject to collective bargaining agreements. 8 Railway Services Agreement On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”).
In addition to the Jefferson Terminal and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties; pipeline rights-of-way; as well as an approximately 50-acre property with inter-coastal waterway access.
In addition to its activities at the Jefferson Terminal main location and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties; pipeline rights-of-way; as well as an approximately 50-acre property with inter-coastal waterway access.
Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2023, our Railroad business accounted for 53% of our total revenue and our Ports and Terminals business accounted for 26% of our total revenue.
Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.
Shortly after the end of 2020, DRP completed its new state-of-the-art rail-to-ship transloading system. This allows DRP to load Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 13 fully refrigerated LPG marine vessels loaded in 2023.
Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system. This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 10 fully refrigerated LPG marine vessels loaded in 2024.
As of December 31, 2023, we have approximately 700 employees at our subsidiaries across our business segments, approximately 360 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement.
As of December 31, 2024, we have approximately 670 employees at our subsidiaries across our business segments, approximately 340 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement.
As of and for the year ended December 31, 2023, our largest customer accounted for 51% of our revenue and 30% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers.
As of and for the year ended December 31, 2024, our largest customer accounted for 50% of our revenue and 34% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers.
Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and Gladieux are governed by separate boards of directors.
Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and Gladieux are governed by separate boards of directors.
Through operational improvements and potential long-term development projects, we intend to enhance performance of under-utilized Transtar assets. 8 Acquisition of Transtar On July 28, 2021, FTAI completed the purchase of 100% of the equity interests of Transtar, which was a wholly owned short-line railroad subsidiary of USS, for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement.
Acquisition of Transtar On July 28, 2021, FTAI completed the purchase of 100% of the equity interests of Transtar, which was a wholly owned short-line railroad subsidiary of USS, for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement (the “Transtar Acquisition”).
For example, Long Ridge plans to eventually run its power plant on carbon-free hydrogen.
Long Ridge continues to explore its ability to eventually run its power plant on carbon-free hydrogen.
These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand.
These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2024 and 2023.
These assets can be deployed or developed in the future to meet market demands for transportation and hydrocarbon processing, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow. As we secure customer contracts, we expect to invest equity capital to fund working capital needs and future construction, which may be required.
These assets can be deployed or developed in the future to meet market demands for transportation and logistics, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow.
Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast because most refineries in the area are configured to handle heavier crudes (previously sourced predominately from Mexico and Venezuela) than those in other parts of the United States.
Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks.
To meet such increased demand, Jefferson Terminal operates a refined products system that receives three grades of products by direct pipeline connection from a large area refiner, as well as an inland tank barge via the barge dock, which stores the cargo in six tanks with a combined capacity of approximately 0.7 million barrels, and operates a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.
To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 19 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.
Jefferson Terminal handles, stores, and blends both light and heavy crudes that originate by marine, rail or pipeline from most major North American production markets, including Western Canada, the Uinta Basin, the Permian Basin, and other domestic formations, as well as other international markets, with full heating capabilities for unloading heavier crude prior to storing and blending.
At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including Western Canada, the Uinta Basin, and the Permian Basin, for onward transportation to domestic destinations and international markets; as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America.
For initial testing of hydrogen blending, Long Ridge has access to nearby industrial byproduct hydrogen. For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River. Long Ridge also continues to explore possibilities for development of projects using on-site power generation.
For initial testing of hydrogen blending, Long Ridge has access to nearby industrial byproduct hydrogen. For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River. During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia.
Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and, therefore, account for this investment in accordance with the equity method as of and subsequent to the November 2023 sale. 10 The following primarily comprise our Sustainability and Energy Transition business: Aleon and Gladieux In September 2021, FTAI acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million.
The following primarily comprise our Sustainability and Energy Transition business: Aleon and Gladieux In September 2021, FTAI acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million. GM-FTAI Holdco LLC owns a 100% interest in Gladieux and Aleon.
As the production of North American heavy crude grows in excess of existing takeaway capacity, demand for crude-by-rail to the Gulf Coast is expected to increase. Refined products opportunities for storage and logistics are expected to be positively impacted by demand growth in export markets.
Increased production of North American heavy crude in excess of existing takeaway capacity is expected to increase demand for crude-by-rail transportation to the Gulf Coast, as the high viscosity of heavy and waxy crude makes it well-suited for transport by rail (as opposed to pipeline).
In addition to its property located at the Port, Jefferson Terminal owns an approximately 600-acre industrial property in Nederland, Texas (“Jefferson Terminal South”). Currently, Jefferson Terminal is constructing a new ship dock at Jefferson Terminal South in order to handle ammonia for an adjacent customer under a 15-year throughput agreement.
Jefferson Terminal is currently constructing a new ship dock at Jefferson Terminal South to handle blue ammonia for an adjacently-located customer under a 15-year throughput agreement. Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South.
This system may be further expanded to meet additional market demand. 9 Recent expansion projects completed include the construction of a second ship dock in 2023, as well as 10 new tanks and related infrastructure, consisting of approximately 1.9 million barrels of refined products storage to support international marine exports.
At the main terminal location, Jefferson Terminal’s recent expansion projects included the construction of a second ship dock, which was completed in 2023, as well as the completion of 10 new tanks and related infrastructure, representing approximately 1.9 million barrels of storage capacity.
The following primarily comprise our Ports and Terminals business: Jefferson Terminal Jefferson Terminal is located on approximately 250 acres of land at the Port of Beaumont, Texas, a deep-water port near the mouth of the Neches River (the “Port”). Today, Jefferson Terminal leases 185 developed or developable acres from the Port.
Jefferson Terminal’s largest capacity port terminal is located at the Port of Beaumont, which is a deep-water port complex on the Sabine-Neches Waterway and among the busiest cargo ports in the United States (the “Port”). Jefferson Terminal leases 185 developed or developable waterfront acres from the Port.
Heavy crude is well suited for transport by rail rather than pipeline because of its high viscosity. Jefferson Terminal is one of only a few terminals on the Gulf Coast that has heated unloading system capabilities to handle these heavier grades of crude.
Jefferson Terminal’s main location is one of only a few terminals on the Gulf Coast that has heated rail unloading systems specifically capable of handling these heavier grades of crude received by rail. International demand for U.S.-sourced refined products continues to increase.
In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest for $150 million in cash. We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.
In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.
Jefferson Terminal’s prime location and excellent optionality make it well suited to provide logistics solutions to regional and global refineries, including blending, storage and delivery of crude oil and refined products.
Its prime location and extensive optionality make Jefferson Terminal’s main port terminal well suited to provide logistics solutions to customers that include regional and global refiners, with the ability to offer a suite of services including heating, blending, storage, and multi-modal receipt and redelivery.
Mexican demand for U.S.-sourced refined products continues to increase; however, Mexico lacks the infrastructure required to efficiently import, store and distribute large volumes of gasoline and diesel. This has spurred the rapid build-out of new Mexican rail terminals, as well as storage capacity on both sides of the U.S.-Mexico border.
This has spurred a rapid need for rail and marine terminal facilities, as well as storage capacity on both sides of the U.S.-Mexico border and other locations in Latin America.
Jefferson Terminal is developing a large multi-modal crude oil and refined products handling terminal at the Port, and also owns several other assets for the transportation and processing of crude oil and related products.
Some terminal improvements and equipment at the Port are owned by Jefferson Terminal and Jefferson Terminal also owns and operates various facilities and assets located outside of the Port’s land, including pipelines for transportation of crude oil and refined products into and out of the terminal.
Removed
In connection with the SoftBank Merger, Fortress operates within SoftBank as an independent business headquartered in New York.
Added
On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress from Softbank.
Removed
On May 22, 2023, Fortress and Mubadala announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank.
Added
Through operational improvements and potential long-term development projects, we intend to enhance performance of under-utilized Transtar assets.
Removed
As part of the lease, Jefferson Terminal was granted the concession to operate as the sole handler of liquid hydrocarbons at the Port. Jefferson Terminal does not own any land at Jefferson Terminal but does own certain equipment and leasehold improvements carried out as part of the Jefferson Terminal build-out.
Added
The following primarily comprise our Ports and Terminals business: Jefferson Terminal Jefferson Terminal develops, owns and operates port terminals in southeast Texas, on the U.S. Gulf Coast.
Removed
Jefferson Terminal currently has approximately 6.2 million barrels of heated and unheated storage tanks in operation servicing both crude oil and refined products. As we secure new storage and handling contracts, we expect to expand storage capacity and/or develop new assets.
Added
As part of the lease, Jefferson Terminal holds an exclusive right to operate as the sole handler of liquid hydrocarbons at the Port. On its leased land, Jefferson Terminal has developed a large multi-modal crude oil and refined products storage, transloading and handling terminal.
Removed
The timing of the ultimate development of Jefferson Terminal will be dependent, in part, on the pace at which contracts are executed as well as the amount of volume subject to such contracts.
Added
As part of a public-private strategy for the terminal build-out, the terminal improvements located on the Port’s land are generally owned by the Port, and operated and managed by Jefferson Terminal under a long-term lease.
Removed
Jefferson Terminal also transloads refined products, including automotive gasoline, diesel fuel, and other products, that nearby refineries produce and ship through its terminal by pipeline, rail and marine to other domestic and foreign markets in North and South America.
Added
As the production of North American heavy crude grows, the resulting high demand for infrastructure capable of handling this type of crude provides opportunities for well-positioned Gulf Coast terminals.
Removed
Jefferson Terminal is currently exploring multiple opportunities for future development at Jefferson Terminal South.
Added
The capabilities and optionality provided by its facilities, illustrated by this current functionality, make Jefferson Terminal’s main location one of the premier international refined products export terminals in the U.S. Gulf Coast.
Removed
In particular, Long Ridge has an agreement with a company to develop a biodegradable plastics plant on site which would use on-site power and produce environmentally-friendly plastic products. Long Ridge also continues to explore the possibility for on-site data center development which would utilize Long Ridge’s on-site power capabilities.
Added
In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 596-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”). The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia 9 and aniline.
Removed
Long Ridge West Virginia LLC During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”), a wholly owned subsidiary, purchased rights to gas properties in West Virginia. In November 2023, we sold a 49.9% interest for $7.5 million in cash. Long Ridge WV will focus on energy and gas development in the West Virginia region.
Added
Jefferson Terminal owns approximately 544 acres of the land at Jefferson Terminal South and leases an additional 52 acres.
Removed
GM-FTAI Holdco LLC owns a 100% interest in Gladieux and Aleon. Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States.
Added
Further to the success of the public-private build-out of its primary terminal location, Jefferson Terminal conveyed a 52-acre waterfront area of Jefferson Terminal South to the Port for purposes of development, with the grant by the Port of a long-term lease of the land and assets to Jefferson Terminal. Under the lease, Jefferson Terminal develops and operates the property.
Removed
Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2023 and $3.8 billion as of December 31, 2022.
Added
In response to customer demand, Jefferson Terminal is currently undertaking a project that will equip an existing, operational 14-mile crude oil pipeline with bi-directional flow capability, enabling Jefferson Terminal’s customers to access light crude oil volumes from multiple sources.
Added
As a result of the sale of the interest noted above, the Company decreased its interest and no longer controlled Long Ridge but retained significant influence, and therefore used the equity method of accounting to account for its investment.
Added
Long Ridge WV is focusing on energy and gas development in the West Virginia region. 10 On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to: 1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes.
Added
Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing.
Added
As part of the refinancing, Long Ridge WV, a company owned by us and Labor Impact Fund L.P. in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100% owned subsidiary of Long Ridge, as part of the refinancing.
Added
On February 26, 2025, we repurchased from Labor Impact Fund L.P. its 49.9% interest for certain equity and debt securities along with cash. Accordingly, commencing in the first quarter of 2025, we will be fully consolidating the assets, liabilities and results of operations into our financial statements.
Added
Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+7 added−27 removed271 unchanged
Biggest changeWe do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us. An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.
Biggest changeAn inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business. 24 In addition, our Manager may assign our Management Agreement to an entity whose business and operations are managed or supervised by Mr. Wesley R.
These provisions include, among others: • a classified board of directors with staggered three-year terms; • provisions regarding the election of directors, classes of directors, the term of office of directors and the filling of director vacancies; • provisions regarding corporate opportunity; • removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors; • our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • a prohibition will be in our certificate of incorporation that states that directors will be elected by plurality vote, a provision which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election; • a requirement in our bylaws specifically denying the ability of our stockholders to consent in writing to take any action in lieu of taking such action at a duly called annual or special meeting of our stockholders; and • our Corporation Securities are subject to ownership and transfer restrictions in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
These provisions include, among others: • a classified board of directors with staggered three-year terms; • provisions regarding the election of directors, classes of directors, the term of office of directors and the filling of director vacancies; • provisions regarding corporate opportunity; • removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors; 30 • our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • a prohibition will be in our certificate of incorporation that states that directors will be elected by plurality vote, a provision which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election; • a requirement in our bylaws specifically denying the ability of our stockholders to consent in writing to take any action in lieu of taking such action at a duly called annual or special meeting of our stockholders; and • our Corporation Securities are subject to ownership and transfer restrictions in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
Key factors that may affect our operating businesses include, but are not limited to: • competition from market participants; 16 • general economic and/or industry trends, including pricing for the products or services offered by our operating businesses; • the issuance and/or continued availability of necessary permits, licenses, approvals and agreements from governmental agencies and third parties as are required to construct and operate such businesses; • changes or deficiencies in the design or construction of development projects; • unforeseen engineering, environmental or geological problems; • potential increases in construction and operating costs due to changes in the cost and availability of fuel, power, materials and supplies; • the availability and cost of skilled labor and equipment; • our ability to enter into additional satisfactory agreements with contractors and to maintain good relationships with these contractors in order to construct development projects within our expected cost parameters and time frame, and the ability of those contractors to perform their obligations under the contracts and to maintain their creditworthiness; • potential liability for injury or casualty losses which are not covered by insurance; • potential opposition from non-governmental organizations, environmental groups, local or other groups which may delay or prevent development activities; • local and economic conditions; • recent geopolitical events; • changes in legal requirements; and • force majeure events, including catastrophes and adverse weather conditions.
Key factors that may affect our operating businesses include, but are not limited to: • competition from market participants; • general economic and/or industry trends, including pricing for the products or services offered by our operating businesses; • the issuance and/or continued availability of necessary permits, licenses, approvals and agreements from governmental agencies and third parties as are required to construct and operate such businesses; • changes or deficiencies in the design or construction of development projects; • unforeseen engineering, environmental or geological problems; • potential increases in construction and operating costs due to changes in the cost and availability of fuel, power, materials and supplies; • the availability and cost of skilled labor and equipment; • our ability to enter into additional satisfactory agreements with contractors and to maintain good relationships with these contractors in order to construct development projects within our expected cost parameters and time frame, and the ability of those contractors to perform their obligations under the contracts and to maintain their creditworthiness; • potential liability for injury or casualty losses which are not covered by insurance; • potential opposition from non-governmental organizations, environmental groups, local or other groups which may delay or prevent development activities; • local and economic conditions; • recent geopolitical events; • changes in legal requirements; and • force majeure events, including catastrophes and adverse weather conditions.
These factors include, without limitation: • a shift in our investor base; • our quarterly or annual earnings and cash flows, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions, dispositions or other transactions; • the failure of securities analysts to cover our stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • market performance of affiliates and other counterparties with whom we conduct business; • the operating and stock price performance of other comparable companies; • our failure to maintain our exemption under the Investment Company Act or satisfy Nasdaq listing requirements; • negative public perception of us, our competitors or industry; • overall market fluctuations; and • general economic conditions.
These factors include, without limitation: • a shift in our investor base; • our quarterly or annual earnings and cash flows, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions, dispositions or other transactions; • the failure of securities analysts to cover our stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; 28 • market performance of affiliates and other counterparties with whom we conduct business; • the operating and stock price performance of other comparable companies; • our failure to maintain our exemption under the Investment Company Act or satisfy Nasdaq listing requirements; • negative public perception of us, our competitors or industry; • overall market fluctuations; and • general economic conditions.
Some of the factors that could negatively affect our stock price or result in fluctuations in the price or trading volume of our stock include: • a shift in our investor base; • our quarterly or annual earnings, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; 28 • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions or dispositions; • the failure of securities analysts to cover our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and share price performance of other comparable companies; • overall market fluctuations; • general economic conditions; and • developments in the markets and market sectors in which we participate.
Some of the factors that could negatively affect our stock price or result in fluctuations in the price or trading volume of our stock include: • a shift in our investor base; • our quarterly or annual earnings, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions or dispositions; • the failure of securities analysts to cover our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and share price performance of other comparable companies; • overall market fluctuations; • general economic conditions; and • developments in the markets and market sectors in which we participate.
For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to: • incur indebtedness; • issue equity interests of the Company ranking pari passu with, or senior in priority to, the Series A Redeemable Preferred Stock; • issue equity interests of any subsidiary of the Company; 20 • amend or repeal the certificate of incorporation or bylaws in a manner that is adverse to the holders of the Series A Redeemable Preferred Stock; • pay dividends or make other distributions; • repurchase or redeem capital stock or subordinated indebtedness and make investments; • create liens; • incur dividend or other payment restrictions affecting the Company and certain of its subsidiaries; • transfer or sell assets, including capital stock of subsidiaries; • merge or consolidate with other entities or transfer all or substantially all of the Company’s assets; • take actions to cause the Company to cease to be treated as a domestic C corporation for U.S. tax purposes; • consummate a change of control without concurrently redeeming our shares of Series A Redeemable Preferred Stock; • amend, terminate or permit the assignment or subcontract of, or the transfer of any rights or obligations under, the Management Agreement, in order to alter the (i) scope of services in any material respect, (ii) the compensation, fee payment or other economic terms relating to the Management Agreement, or (iii) the scope of matters expressly required to be approved by the Independent Directors (as such term is defined in the Management Agreement) pursuant to the Management Agreement; • engage in certain intercompany transactions; • engage in certain prohibited business activities; and • enter into transactions with affiliates.
For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to: • incur indebtedness; • issue equity interests of the Company ranking pari passu with, or senior in priority to, the Series A Redeemable Preferred Stock or the Series B Preferred Stock; • issue equity interests of any subsidiary of the Company; • amend or repeal the certificate of incorporation or bylaws in a manner that is adverse to the holders of the Series A Redeemable Preferred Stock; • pay dividends or make other distributions; • repurchase or redeem capital stock or subordinated indebtedness and make investments; • create liens; • incur dividend or other payment restrictions affecting the Company and certain of its subsidiaries; • transfer or sell assets, including capital stock of subsidiaries; • merge or consolidate with other entities or transfer all or substantially all of the Company’s assets; • take actions to cause the Company to cease to be treated as a domestic C corporation for U.S. tax purposes; • consummate a change of control without concurrently redeeming our shares of Series A Redeemable Preferred Stock; • amend, terminate or permit the assignment or subcontract of, or the transfer of any rights or obligations under, the Management Agreement, in order to alter the (i) scope of services in any material respect, (ii) the compensation, fee payment or other economic terms relating to the Management Agreement, or (iii) the scope of matters expressly required to be approved by the Independent Directors (as such term is defined in the Management Agreement) pursuant to the Management Agreement; • engage in certain intercompany transactions; • engage in certain prohibited business activities; and • enter into transactions with affiliates.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” which is generally defined as a greater than fifty-percent (50%) change, by value, in its equity ownership over a three (3)-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” which is generally defined as a greater than fifty-percent (50%) change, by value, in its equity ownership over a three (3)-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be 27 limited.
On the date of any equity issuance by us during the ten-year term of the Plan, that number will be increased by a number of shares of our common stock equal to 10% of (i) the number of shares of our common stock newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common stock, the number of shares of our common stock equal to the quotient obtained by dividing the gross capital raised in such equity issuance by the fair market value of a share of our common stock as of the date of such equity issuance (such quotient, the “Equity Security Factor”).
On the date of any equity issuance by us during the ten-year term of the Incentive Plan, that number will be increased by a number of shares of our common stock equal to 10% of (i) the number of shares of our common stock newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common stock, the number of shares of our common stock equal to the quotient obtained by dividing the gross capital raised in such equity issuance by the fair market value of a share of our common stock as of the date of such equity issuance (such quotient, the “Equity Security Factor”).
Moreover, any disruptions in the operations of railroads, including those due to shortages of railcars, weather-related problems, flooding, drought, accidents, mechanical 18 difficulties, strikes, lockouts or bottlenecks, could adversely impact our customers’ ability to move their product and, as a result, could affect our business. We could be negatively impacted by environmental, social, and governance (“ESG”) and sustainability-related matters.
Moreover, any disruptions in the operations of railroads, including those due to shortages of railcars, weather-related problems, flooding, drought, accidents, mechanical difficulties, strikes, lockouts or bottlenecks, could adversely impact our customers’ ability to move their product and, as a result, could affect our business. We could be negatively impacted by environmental, social, and governance (“ESG”) and sustainability-related matters.
Our certificate of incorporation imposes certain restrictions on the transferability and ownership of our common stock, preferred stock, and other interests treated as our “stock” (such stock and other interests, the “Corporation Securities,” such restrictions on transferability and ownership, the “Ownership Restrictions”) in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
Our certificate of incorporation 29 imposes certain restrictions on the transferability and ownership of our common stock, preferred stock, and other interests treated as our “stock” (such stock and other interests, the “Corporation Securities,” such restrictions on transferability and ownership, the “Ownership Restrictions”) in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
There can be no assurance that the returns generated by any of our assets will meet our target returns, or any other level of return, or that we will achieve or successfully implement our asset acquisition objectives, and failure to achieve the target return in respect of any of our assets could, among other things, have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
There can be no assurance that the returns generated by any of our assets will meet our target returns, or any other level of return, or that we will achieve or successfully implement our asset acquisition objectives, and failure to achieve the target return in respect of any of our assets could, among other things, have a material adverse effect on our business, prospects, financial 15 condition, results of operations and cash flows.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and commodity price volatility, historically have created difficult operating environments for owners and operators in the infrastructure industry. Many factors, including factors that are beyond our control, may impact our operating results or financial condition.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and commodity price volatility, historically have created difficult operating environments for owners and operators in the infrastructure industry. Many factors, including factors that are beyond our control, may impact our operating 14 results or financial condition.
We may be party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business.
We may be party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, employment of our workforce and immigration requirements or compliance with any of a 23 wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business.
Our failure to accurately assess the risks inherent in new asset categories or the financing risks associated with such assets could adversely affect our results of operations and our financial condition. 26 Our Manager will not be liable to us for any acts or omissions performed in accordance with the Management Agreement, including with respect to the performance of our assets.
Our failure to accurately assess the risks inherent in new asset categories or the financing risks associated with such assets could adversely affect our results of operations and our financial condition. Our Manager will not be liable to us for any acts or omissions performed in accordance with the Management Agreement, including with respect to the performance of our assets.
The Ownership Restrictions may also be waived by the 30 board of directors on a case by case basis. There is no assurance, however, that the Company will not experience a future ownership change under Section 382 that may significantly limit its ability to use its NOL carryforwards as a result of such a waiver or otherwise.
The Ownership Restrictions may also be waived by the board of directors on a case-by-case basis. There is no assurance, however, that the Company will not experience a future ownership change under Section 382 that may significantly limit its ability to use its NOL carryforwards as a result of such a waiver or otherwise.
Please see “—If we are deemed an investment company under the Investment Company Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.” 21 The effects of various environmental regulations may negatively affect the industries in which we operate which could have a material adverse effect on our financial condition, results of operations and cash flows.
Please see “—If we are deemed an investment company under the Investment Company Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.” The effects of various environmental regulations may negatively affect the industries in which we operate which could have a material adverse effect on our financial condition, results of operations and cash flows.
The overall impact of any such decision 19 would depend on which Class I carrier is involved, the routes and freight movements affected, as well as the nature of any changes. Transtar faces competition from other railroads and other transportation providers. Transtar faces competition from other railroads, motor carriers, ships, barges, and pipelines.
The overall impact of any such decision would depend on which Class I carrier is involved, the routes and freight movements affected, as well as the nature of any changes. Transtar faces competition from other railroads and other transportation providers. Transtar faces competition from other railroads, motor carriers, ships, barges, and pipelines.
If the technology we use in our lines of business is superseded, or the cost of replacing our locomotives or railcars is expensive and requires additional capital, we could experience significant cost increases and reduced availability of the assets and equipment that are necessary for our operations.
If the 17 technology we use in our lines of business is superseded, or the cost of replacing our locomotives or railcars is expensive and requires additional capital, we could experience significant cost increases and reduced availability of the assets and equipment that are necessary for our operations.
Retrofitting our tank cars will be required under these new standards to the extent we elect to move certain flammable liquids in the future. While we may be able to pass some of these costs on to our customers, there may be costs that we cannot pass on to them.
Retrofitting our tank cars will be required under these new standards to 18 the extent we elect to move certain flammable liquids in the future. While we may be able to pass some of these costs on to our customers, there may be costs that we cannot pass on to them.
The term of the Plan expires in 2032. For a more detailed description of the Plan, see “Management—FTAI Infrastructure Nonqualified Stock Option and Inventive Award Plan” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022.
The term of the Incentive Plan expires in 2032. For a more detailed description of the Incentive Plan, see “Management—FTAI Infrastructure Nonqualified Stock Option and Inventive Award Plan” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022.
Environmental Protection Agency (the “U.S. EPA”), the U.S. Department of Transportation (the “DOT”), the Occupational Safety and Health Act (the “OSHA”), the U.S. Federal Railroad Administration (the 17 “FRA”), and the U.S. Surface Transportation Board (the “STB”), as well as numerous other state, provincial, local and federal agencies.
Environmental Protection Agency (the “U.S. EPA”), the U.S. Department of Transportation (the “DOT”), the Occupational Safety and Health Act (the “OSHA”), the U.S. Federal Railroad Administration (the “FRA”), and the U.S. Surface Transportation Board (the “STB”), as well as numerous other state, provincial, local and federal agencies.
In addition, if our acquisitions in other sectors produce insufficient revenues, or produce investment losses, or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected, and our reputation and business may be harmed.
In addition, if our acquisitions in other sectors produce 20 insufficient revenues, or produce investment losses, or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected, and our reputation and business may be harmed.
In addition, when counterparties default, we may fail 15 to recover all of our assets, and the assets we do recover may be returned in damaged condition or to locations where we will not be able to efficiently use or sell them.
In addition, when counterparties default, we may fail to recover all of our assets, and the assets we do recover may be returned in damaged condition or to locations where we will not be able to efficiently use or sell them.
Our business is capital intensive, and we have used and may continue to employ leverage to finance our operations. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on the availability and cost of debt and equity capital.
Our business is capital intensive, and we have used and may continue to employ leverage to finance our operations. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on the availability and cost of debt 21 and equity capital.
If we are not able to maintain or document effective internal control over financial reporting, our 29 independent registered public accounting firm may issue an adverse opinion as to the effectiveness of our internal control over financial reporting.
If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm may issue an adverse opinion as to the effectiveness of our internal control over financial reporting.
Because we depend on Class I railroads for a significant portion of our operations in North America, our results of operations, financial condition and liquidity may be adversely affected if our relationships with these carriers deteriorate. The railroad industry in the United States and Canada is dominated by seven Class I carriers that have substantial market control and negotiating leverage.
Because we depend on Class I railroads for a significant portion of our operations in North America, our results of operations, financial condition and liquidity may be adversely affected if our relationships with these carriers deteriorate. The railroad industry in the United States and Canada is dominated by six Class I carriers that have substantial market control and negotiating leverage.
If we are not able to transform Repauno or Long Ridge into hubs for industrial and energy development in a timely manner, their future prospects could be materially and adversely affected, which may have a material adverse effect on our business, operating results and financial condition.
If we are not able to transform the Repauno or Long Ridge sites into hubs for industrial and energy development in a timely manner, their future prospects could be materially and adversely affected, which may have a material adverse effect on our business, operating results and financial condition.
As a newly independent public company with shares listed on Nasdaq, we need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of Nasdaq.
As an independent public company with shares listed on Nasdaq, we need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of Nasdaq.
Ownership by some of our directors and officers of common shares or options to purchase common shares of FTAI, or any other equity awards, creates, or, may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for FTAI than they do for us.
Ownership by some of our directors of common shares or options to purchase common shares of FTAI, or any other equity awards, creates, or, may create the appearance of, conflicts of interest when these directors are faced with decisions that could have different implications for FTAI than they do for us.
We incurred indebtedness in the form of the 2027 Notes in connection with the spin-off from FTAI, and the degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows. In connection with the spin-off, we issued the 2027 Notes.
We incurred indebtedness in the form of the 2027 Notes, and the degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows. In connection with the spin-off, we issued the 2027 Notes.
We may compete with affiliates of and entities managed by our Manager, including FTAI, which could adversely affect our and their results of operations. Affiliates of and entities managed by our Manager, including FTAI, are primarily engaged in the infrastructure and energy business and invest in, and actively manage, portfolios of infrastructure and energy investments and other assets.
We may compete with affiliates of and entities managed by our Manager which could adversely affect our and their results of operations. Affiliates of and entities managed by our Manager are primarily engaged in the infrastructure and energy business and invest in, and actively manage, portfolios of infrastructure and energy investments and other assets.
Nonqualified Stock Option and Incentive Award Plan (the “Plan”), which provides for the ability to grant compensation awards in the form of stock, options, stock appreciation rights, restricted stock, performance awards, manager awards, tandem awards, other stock-based awards (including restricted stock units) and non-stock-based awards, in each case to our Manager, to the directors, officers, employees, service providers, consultants and advisors of our Manager who perform services for us, and to our directors, officers, employees, service providers, consultants and advisors.
Nonqualified Stock Option and Incentive Award Plan (the “Incentive Plan”), which provides for the ability to grant compensation awards in the form of stock, options, stock appreciation rights, restricted stock, performance awards, manager awards, tandem awards, other stock-based awards (including restricted stock units) and non-stock-based awards, in each case to our Manager, to the directors, officers, employees, service providers, consultants and advisors of our Manager who perform services for us, and to our directors, officers, employees, service providers, consultants and advisors.
We initially reserved 30,000,000 shares of our common stock for issuance under the Plan.
We initially reserved 30,000,000 shares of our common stock for issuance under the Incentive Plan.
In addition, Judith Hannaway and Ray Robinson are directors of both the Company and FTAI, and Joseph Adams, Jr. is the chairman of the board of directors of both the Company and FTAI, and continues to serve as the chief executive officer of FTAI.
Judith Hannaway and Ray Robinson are directors of both the Company and FTAI, and Joseph Adams, Jr. is the chairman of the board of directors of both the Company and FTAI, and continues to serve as the chief executive officer of FTAI.
See Note 2 to the consolidated and combined consolidated financial statements and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources for additional information regarding Management’s plan to alleviate liquidity risk by, among other things, continuing to accrue paid-in-kind dividends on its Series A Senior Preferred Stock.
See Note 2 to the consolidated and combined consolidated financial statements and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources for additional information regarding Management’s plan to alleviate liquidity risk by, among other things, accruing paid-in-kind dividends on its Series A Preferred Stock.
As a newly independent public company, there can be no assurance that we will be able to generate sufficient returns to pay our operating expenses and make or sustain distributions to our stockholders, or any distributions at all, or meet our contractual commitments.
As an independent public company, there can be no assurance that we will be able to generate sufficient returns to pay our operating expenses and make or sustain distributions to our stockholders, or any distributions at all, or meet our contractual commitments.
Factors that could lead to such oversupply include, without limitation: • general demand for the type of assets that we purchase; • general macroeconomic conditions, including market prices for commodities that our assets may serve; • geopolitical events, including war, prolonged armed conflict and acts of terrorism; • outbreaks of communicable diseases and natural disasters; • governmental regulation; • interest rates; • the availability of credit; • restructurings and bankruptcies of companies in the industries in which we operate, including our customers; • manufacturer production levels and technological innovation; • manufacturers merging or exiting the industry or ceasing to produce certain asset types; • retirement and obsolescence of the assets that we own; • increases in supply levels of assets in the market due to the sale or merging of our customers; and • reintroduction of previously unused or dormant assets into the industries in which we operate.
Factors that could lead to such oversupply include, without limitation: • general demand for the type of assets that we purchase; • general macroeconomic conditions, including market prices for commodities that our assets may serve; • geopolitical events, including war, prolonged armed conflict and acts of terrorism; • outbreaks of communicable diseases and natural disasters; • governmental regulation or policies, including changes to trade agreements or policies that result in increased tariffs or trade wars; • interest rates; • the availability of credit; • restructurings and bankruptcies of companies in the industries in which we operate, including our customers; • manufacturer production levels and technological innovation; • manufacturers merging or exiting the industry or ceasing to produce certain asset types; • retirement and obsolescence of the assets that we own; • increases in supply levels of assets in the market due to the sale or merging of our customers; and • reintroduction of previously unused or dormant assets into the industries in which we operate.
As a result, we are responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. Our access to and cost of debt financing is different from the historical access to and cost of debt financing under FTAI.
We are responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. Our access to and cost of debt financing is different from the historical access to and cost of debt financing under FTAI.
The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, limitations under our contractual agreements, including the agreements governing the New Financing, our taxable income, our operating expenses and other factors our board of directors deem relevant.
The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, limitations under our contractual agreements, including the agreements governing certain of our debt financings, our taxable income, our operating 31 expenses and other factors our board of directors deem relevant.
As of December 31, 2023, the entities that are included in our consolidated group for U.S. federal income tax purposes had approximately $736.6 million of net operating loss (“NOL”) carryforwards, and we may continue to incur NOL carryforwards in the future. $168.5 million of our NOLs will begin to expire, if not utilized, in 2032, and $568.1 million of our NOL carryforwards have no expiration date.
As of December 31, 2024, the entities that are included in our consolidated group for U.S. federal income tax purposes had approximately $843.6 million of net operating loss (“NOL”) carryforwards, and we may continue to incur NOL carryforwards in the future. $168.5 million of our NOLs will begin to expire, if not utilized, in 2032, and $675.1 million of our NOL carryforwards have no expiration date.
See “—Risks Related to Our Manager—There are conflicts of interest in our relationship with our Manager.” 27 We share certain key directors and officers with FTAI, which means those officers do not devote their full time and attention to our affairs and the overlap may give rise to conflicts.
See “—Risks Related to Our Manager—There are conflicts of interest in our relationship with our Manager.” We share certain key directors with FTAI, which means those officers do not devote their full time and attention to our affairs and the overlap may give rise to conflicts. There is an overlap between certain key directors of the Company and of FTAI.
See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022. Terrorist attacks or other hostilities could negatively impact our operations and our profitability and may expose us to liability and reputational damage. Terrorist attacks may negatively affect our operations.
See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 and Exhibits 10.11, 10.14 and 10.15 included herein. Terrorist attacks or other hostilities could negatively impact our operations and our profitability and may expose us to liability and reputational damage. Terrorist attacks may negatively affect our operations.
We earned approximately 12%, 10% and 15% of our revenue for the years ended December 31, 2023, 2022 and 2021 from one customer within the Jefferson Terminal segment, respectively, and 51%, 51% and 45% of our revenue from one customer within the Railroad segment during the years ended December 31, 2023. 2022 and 2021, respectively.
We earned approximately 13%, 12% and 10% of our revenue for the years ended December 31, 2024, 2023 and 2022 from one customer within the Jefferson Terminal segment, respectively, and 50%, 51% and 51% of our revenue from one customer within the Railroad segment during the years ended December 31, 2024, 2023 and 2022, respectively.
We may acquire operating businesses, including businesses whose operations are not fully matured and stabilized. These businesses may be subject to significant operating and development risks, including increased competition, cost overruns and delays, and difficulties in obtaining approvals or financing. These factors could materially affect our business, financial condition, liquidity and results of operations.
These businesses may be subject to significant operating and development risks, including increased competition, cost overruns and delays, and difficulties in obtaining approvals or financing. These factors could materially affect our business, financial condition, liquidity and results of operations.
In addition, certain other debt instruments (including the Series 2020 Bonds, Series 2021 Bonds, the EB-5 loan agreements, and the Transtar Revolver) include restrictive covenants that may materially limit our ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios.
In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the DRP Revolver and the October 2024 Jefferson Credit Agreement) include restrictive covenants that may materially limit our ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios.
As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56% of total accounts receivable, net. As of December 31, 2022, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 55% of total accounts receivable, net.
As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% of total accounts receivable, net. As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56% of total accounts receivable, net.
Restrictive covenants in our debt agreements and the certificate of designations for our Series A Redeemable Preferred Stock may adversely affect us.
Restrictive covenants in our debt agreements and the certificates of designations for our Series A Redeemable Preferred Stock and our newly issued Series B Preferred Stock may adversely affect us.
Affiliates of and entities managed by our Manager, including FTAI, are not restricted in any manner from competing with us. After the spin-off, affiliates of and entities managed by our Manager, including FTAI, may decide to invest in the same types of assets that we invest in.
Affiliates of and entities managed by our Manager are not restricted in any manner from competing with us. After the spin-off, affiliates of and entities managed by our Manager may decide to invest in the same types of assets that we invest in. Furthermore, certain of our directors and officers are the same as certain of our Manager’s affiliates.
In addition, if we dispose of an asset for a price that is less than the depreciated book value of the asset on our balance sheet or if we determine that an asset’s value has been impaired, we will recognize a related charge in our Consolidated and Combined Consolidated Statements of Operations and such charge could be material.
In addition, if we dispose of an asset for a price that is less than the depreciated book value of the asset on our balance sheet or if we determine that an asset’s value has been impaired, we will recognize a related charge in our Consolidated and Combined Consolidated Statements of Operations and such charge could be material. 16 We may acquire operating businesses, including businesses whose operations are not fully matured and stabilized.
Exhibits, included herein), were negotiated in the context of our spin-off from FTAI while we were still part of FTAI and, accordingly, may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties.
The agreements related to our spin-off from FTAI, including the Separation and Distribution Agreement (refer to Item 15. Exhibits, included herein), were negotiated in the context of our spin-off from FTAI while we were still part of FTAI and, accordingly, may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties.
Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving. We have announced, and may in the future announce, sustainability-focused investments, partnerships and other initiatives and goals.
Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving. In addition, new ESG laws and regulations are expanding mandatory disclosure, reporting and diligence requirements. We have announced, and may in the future announce, sustainability-focused investments, partnerships and other initiatives and goals.
If Class I railroads change their policies regarding fuel surcharges, the compensation we receive for increases in fuel costs may decrease, which could have a negative effect on our profitability; in fact, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through fuel surcharges at all, as future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges.
If Class I railroads change their policies regarding fuel surcharges, the compensation we receive for increases in fuel costs may decrease, which could have a negative effect on our profitability; in fact, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through fuel surcharges at all, as future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges. 19 International, political, and economic factors, events and conditions, including as a result of recent geopolitical events and changes to trade policies or tariffs, may affect the volatility of fuel prices and supplies.
Further, after the second 24 anniversary of the issuance date, if the Company fails to pay such cash dividends when required to do so, the dividend rate would be equal to 18.0% per annum, subject to increase as described below, until all such dividends are paid in cash.
Following August 1, 2024, if the Company fails to pay cash dividends when required to do so, the dividend rate would be equal to 18.0% per annum, subject to increase as described below, until all such dividends are paid in cash.
In the past, a significant decline in oil prices has led to lower production and transportation budgets worldwide. These conditions have resulted in significant contraction, deleveraging and reduced liquidity in the credit markets. A number of governments have implemented, or are considering implementing, a broad variety of governmental actions or new regulations for the financial markets.
These conditions have resulted in significant contraction, deleveraging and reduced liquidity in the credit markets. A number of governments have implemented, or are considering implementing, a broad variety of governmental actions or new regulations for the financial markets.
The instruments governing our outstanding debt contain, and the certificate of designations for our Series A Redeemable Preferred Stock and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.
The instruments governing our outstanding debt contain, and the certificates of designations for our Series A Redeemable Preferred Stock and our newly issued Series B Preferred Stock (see Note 19 — Acquisition of Outstanding Equity Interests in Long Ridge Energy & Power LLC) and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.
For example, there will be the potential for a conflict of interest when we on the one hand, and FTAI and its respective subsidiaries and successors on the other hand, are party to commercial transactions concerning the same or adjacent investments.
Shared directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when we on the one hand, and FTAI and its respective subsidiaries and successors on the other hand, are party to commercial transactions concerning the same or adjacent investments.
International, political, and economic factors, events and conditions, including recent geopolitical events, may affect the volatility of fuel prices and supplies. Weather can also affect fuel supplies and limit domestic refining capacity. A severe shortage of, or disruption to, domestic fuel supplies could have a material adverse effect on our results of operations, financial condition, and liquidity.
Weather can also affect fuel supplies and limit domestic refining capacity. A severe shortage of, or disruption to, domestic fuel supplies could have a material adverse effect on our results of operations, financial condition, and liquidity.
Such remedies could have a material adverse effect on the Company’s financial condition. The failure of the Company to pay required dividends on its Series A Preferred Stock following the second anniversary of the issuance date may have a material adverse effect on the Company’s financial condition.
Such remedies could have a material adverse effect on the Company’s financial condition. The failure of the Company to pay required dividends on its Series A Preferred Stock following August 1, 2024, may have a material adverse effect on the Company’s financial condition. The Company is required to pay cash dividends equal to the cash dividend rate.
For example, there can be no assurance that analysts and investors will regard our corporate structure as clearer and simpler than the former FTAI corporate structure or place a greater value on our company as a stand-alone corporation than on our businesses being a part of FTAI.
For example, there can be no assurance that analysts and investors will regard our corporate structure as clearer and simpler than the former FTAI corporate structure or place a greater value on our company as a stand-alone corporation than on our businesses being a part of FTAI. 26 Our agreements with FTAI may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. 31 Our bylaws contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.
Accordingly, we may, without a stockholder vote, change our target sectors and acquire a variety of assets that differ from, and are possibly riskier than, our current asset portfolio.
Our Manager makes decisions about our investments in accordance with broad investment guidelines adopted by our board of directors. Accordingly, we may, without a stockholder vote, change our target sectors and acquire a variety of assets that differ from, and are possibly riskier than, our current asset portfolio.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who may cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our common stock price may decline.
If any of the analysts who may cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our common stock price may decline.
The ownership by some of our executive officers and directors of common shares, options, or other equity awards of FTAI may create, or may create the appearance of, conflicts of interest.
The ownership by some of our directors of common shares, options, or other equity awards of FTAI may create, or may create the appearance of, conflicts of interest. Because some of our directors also currently hold positions with FTAI, they own FTAI common shares, options to purchase FTAI common shares or other equity awards.
In addition, limitations on the availability of capital, higher costs of capital for financing expenditures or the desire to preserve liquidity, may cause our current or prospective customers to make reductions in future capital budgets and spending. 14 The industries in which we operate have experienced periods of oversupply during which asset values have declined, particularly during the most recent economic downturn, and any future oversupply could materially adversely affect our results of operations and cash flows.
The industries in which we operate have experienced periods of oversupply during which asset values have declined, particularly during the most recent economic downturn, and any future oversupply could materially adversely affect our results of operations and cash flows.
While we currently pay regular quarterly dividends to our stockholders, we may change our dividend policy at any time, including, to the extent necessary, to alleviate liquidity risk. Although we currently pay regular quarterly dividends to holders of our common stock, we may change our dividend policy at any time.
While we currently pay regular quarterly dividends to our stockholders, we may change our dividend policy at any time. Although we currently pay regular quarterly dividends to holders of our common stock, we may change our dividend policy at any time. Our net cash provided by operating activities could be less than the amount of distributions to our stockholders.
In addition, this material weakness may also have the effect of heightening other risks described in this “Risk Factors” section. 23 If we are deemed an “investment company” under the Investment Company Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
If we are deemed an “investment company” under the Investment Company Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. We conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.
Following August 1, 2024, the second anniversary of the issuance date, the Company is required to pay cash dividends equal to the cash dividend rate. The cash dividend rate will be equal to 14.0% per annum subject to increase in accordance with the terms of the Series A Preferred Stock.
The cash dividend rate equals 14.0% per annum subject to increase in accordance with the terms of the Series A Preferred Stock.
Our directors have approved a broad asset acquisition strategy for our Manager and will not approve each acquisition we make at the direction of our Manager. In addition, we may change our strategy without a stockholder vote, which may result in our acquiring assets that are different, riskier or less profitable than our current assets.
In addition, we may change our strategy without a stockholder vote, which may result in our acquiring assets that are different, riskier or less profitable than our current assets. Our Manager is authorized to follow a broad asset acquisition strategy. We may pursue other types of acquisitions as market conditions evolve.
In addition, our Manager may assign our Management Agreement to an entity whose business and operations are managed or supervised by Mr. Wesley R. Edens, who is a principal and a member of the board of directors of Fortress, an affiliate of our Manager, and a member of the management committee of Fortress since co-founding Fortress in May 1998.
Edens, who is an employee of Fortress, which is an affiliate of our Manager, and who until May 2024, was a principal and a member of the board of directors of Fortress and a member of the management committee of Fortress since co-founding Fortress in May 1998.
These rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly.
These rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, as a result of becoming a public company, we must have independent directors and board committees.
For example, as a result of becoming a public company, we must have independent directors and board committees. 32 If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
Fortress funds generally have a fee structure similar to ours, but the fees actually paid will vary depending on the size, terms and performance of each fund. 25 Our Management Agreement generally does not limit or restrict our Manager or its affiliates from engaging in any business or managing other pooled investment vehicles that invest in assets that meet our asset acquisition objectives.
Our Management Agreement generally does not limit or restrict our Manager or its affiliates from engaging in any business or managing other pooled investment vehicles that invest in assets that meet our asset acquisition objectives.
Therefore, any delay in the Long Ridge Seller’s completion of the environmental work or receipt of related approvals or consents from Ohio EPA or U.S. EPA could delay our redevelopment activities. In addition, a portion of Long Ridge was recently redeveloped as a combined cycle gas-fired electric generating facility, and other portions will likely be redeveloped in the future.
If there is a delay in obtaining any required regulatory approval, it could delay projects and cause us to incur costs. In addition, a portion of the Long Ridge site was recently redeveloped as a combined cycle gas-fired electric generating facility, and other portions will likely be redeveloped in the future.
Our failure to pay such dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date would result in an Event of Noncompliance.
Further, the Company is subject to limitations on paying cash dividends on its common stock when it is not current on relevant cash payments for the Series A Preferred Stock. Our failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following August 1, 2024, would result in an Event of Noncompliance.
Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential. This could result in increased risk to the value of our portfolio of assets and our common stock.
Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential.
Because some of our directors, officers and other employees of our Manager also currently hold positions with FTAI, they own FTAI common shares, options to purchase FTAI common shares or other equity awards. For example, Judith Hannaway and Ray Robinson are directors of both FTAI and FTAI Infrastructure.
For example, Judith Hannaway and Ray Robinson are directors of both FTAI and FTAI Infrastructure, and Joseph Adams, Jr., who is the chairman of the board of both FTAI and FTAI Infrastructure and is the chief executive officer of FTAI, owns common shares and options to purchase common shares in both FTAI and FTAI Infrastructure.
Removed
If there is a delay in obtaining any required regulatory approval, it could delay projects and cause us to incur costs.
Added
Additionally, the worldwide military or political environment, including the Russia-Ukraine conflict and the conflicts in the Middle East and any related political or economic responses, global macroeconomic effects of trade disputes and increased tariffs, such as those imposed, or that may be imposed, by the U.S., may put further upward or downward pressure on prices for such commodities.In the past, a significant decline in oil prices has led to lower production and transportation budgets worldwide.
Removed
In connection with FTAI’s acquisition of Long Ridge, the former owner that sold FTAI the property (the “Long Ridge Seller”) is obligated to perform certain post-closing demolition activities, remove specified containers, equipment and structures and conduct investigation, removal, cleanup and decontamination related thereto.
Added
In addition, limitations on the availability of capital, higher costs of capital for financing expenditures or the desire to preserve liquidity, may cause our current or prospective customers to make reductions in future capital budgets and spending.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo help identify and assess risks, we and our Manager engage third-party advisors to conduct assessments, which leverage standards such as the National Institute of Standards and Technology security framework (“NIST”). The results of these assessments inform the development of cybersecurity controls and risk mitigation strategies, which are then implemented throughout the Company.
Biggest changeThe Manager's Chief Technology Officer and Chief Information Security Officer have extensive knowledge and skills, and collectively bring decades of experience in the cybersecurity industry. To help identify and assess risks, we and our Manager engage third-party advisors to conduct assessments, which leverage standards such as the National Institute of Standards and Technology security framework (“NIST”).
Item 1C. Cybersecurity Risk Management and Strategy The Company’s cybersecurity is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company, including, but not limited to, the Manager’s Information Security Steering Committee (“ISSC”), employing a risk-based methodology designed to safeguard the security, confidentiality, integrity, and availability of its information.
Cybersecurity Risk Management and Strategy The Company’s cybersecurity is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company, including, but not limited to, the Manager’s Information Security Steering 32 Committee (“ISSC”), employing a risk-based methodology designed to safeguard the security, confidentiality, integrity, and availability of its information.
Refer to the risk factor captioned “A cyberattack that bypasses our information technology (“IT”) security systems or the IT security systems of our third-party providers, causing an IT security breach or cybersecurity incident, may lead to a disruption of our IT systems and the loss of business information which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.” in Part I, Item 1A.
Refer to the risk factor captioned “A cyberattack that bypasses our information technology (“IT”) security systems or the IT security systems of our third-party providers, causing an IT security breach or cybersecurity incident, may lead to a disruption of our IT systems and the loss of business information which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.” in Part I, Item 1A, “Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company.
The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area, including cybersecurity. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.
In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.
We have taken proactive measures intended to minimize the likelihood of successful cyberattacks, including the establishment of incident response procedures designed to address potential cyber threats that may arise. These response procedures are 33 structured with the aim to identify, analyze, contain, and remediate any cyber incidents that occur.
The results of these assessments inform the development of cybersecurity controls and risk mitigation strategies, which are then implemented throughout the Company. We have taken proactive measures intended to minimize the likelihood of successful cyberattacks, including the establishment of incident response procedures designed to address potential cyber threats that may arise.
We also have risk management processes to oversee and help identify risks from cybersecurity threats associated with our use of third-party providers.
These response procedures are structured with the aim to identify, analyze, contain, and remediate any cyber incidents that occur. We also have risk management processes to oversee and help identify risks from cybersecurity threats associated with our use of third-party providers. The Company’s cybersecurity risk management processes are an integrated and key component of the Company’s overall risk management strategy.
“Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company. Governance Material risks are identified and prioritized by management, and material risks are discussed periodically or as needed with the Board of Directors.
Governance Material risks are identified and prioritized by management, and material risks are discussed periodically or as needed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area, including cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties An affiliate of our Manager leases principal executive offices at 1345 Avenue of the Americas, 45th Floor, New York, NY 10105. We sublease a portion of office space from an entity controlled by certain principals of Fortress in New York.
Biggest changeItem 2. Properties An affiliate of our Manager leases principal executive offices at 1345 Avenue of the Americas, 45th Floor, New York, NY 10105. We sublease a portion of office space from an entity controlled by certain employees of the Manager in New York.
Jefferson Terminal leases approximately 250 acres of property for its terminal facilities and leases approximately 16,100 square feet of office space in Texas. We are redeveloping Repauno, located in New Jersey, which includes over 1,600 acres of land, riparian rights, rail tracks and a 186,000 barrel underground storage cavern, to be a multi-purpose, multi-modal deepwater port.
Jefferson Terminal leases approximately 300 acres of property for its terminal facilities and leases approximately 16,100 square feet of office space in Texas. We are redeveloping Repauno, located in New Jersey, which includes over 1,600 acres of land, riparian rights, rail tracks and a 186,000 barrel underground storage cavern, to be a multi-purpose, multi-modal deepwater port.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeGiven the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material adverse effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. 34 PART II
Biggest changeGiven the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material adverse effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. 33 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(in whole dollars) Index 8/1/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 FTAI Infrastructure Inc. $ 100.00 $ 72.73 $ 90.44 $ 93.04 $ 115.53 $ 101.65 $ 123.89 S&P SmallCap 600 100.00 86.17 94.09 96.50 99.76 94.85 109.19 Dow Jones US Transportation Services 100.00 77.74 95.59 106.62 125.14 125.39 125.39 Alerian MLP 100.00 96.06 105.77 110.10 116.02 127.51 133.85 36 Item 6. [Reserved]
Biggest change(in whole dollars) Index 8/1/2022 12/31/2022 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 FTAI Infrastructure Inc. $ 100.00 $ 90.44 $ 123.89 $ 201.01 $ 277.24 $ 301.69 $ 234.77 S&P SmallCap 600 100.00 94.09 109.19 111.88 108.40 119.38 118.69 Alerian MLP 100.00 105.77 133.85 152.44 157.55 158.69 166.53 34 Item 6. [Reserved]
COMPARISON OF CUMULATIVE TOTAL RETURN* Among FTAI Infrastructure Inc., the S&P SmallCap 600 Index, the Dow Jones US Transportation Services Index and the Alerian MLP Index ______________________________________________________________________________________ *$100 invested on 8/1/22 in stock or 7/31/22 in index, including reinvestment of dividends. Fiscal year ending December 31.
COMPARISON OF CUMULATIVE TOTAL RETURN* Among FTAI Infrastructure Inc., the S&P SmallCap 600 Index and the Alerian MLP Index ______________________________________________________________________________________ *$100 invested on 8/1/22 in stock or 7/31/22 in index, including reinvestment of dividends. Fiscal year ending December 31.
On February 29, 2024, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended December 31, 2023, payable on April 5, 2024 to the holders of record on March 27, 2024.
On February 27, 2025, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended December 31, 2024, payable on March 26, 2025 to the holders of record on March 14, 2025.
As of March 20, 2024, there were approximately 19 record holders of our common stock. This figure does not reflect the beneficial ownership of stock held in nominee name.
As of March 10, 2025, there were approximately 9 record holders of our common stock. This figure does not reflect the beneficial ownership of stock held in nominee name.
Removed
Nonqualified Stock Option and Incentive Award Plan On August 1, 2022, in connection with the spin-off, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.
Added
Performance Graph The following graph compares the cumulative total return for our common stock (stock price change plus reinvested dividends) with the comparable return of two indices: S&P SmallCap 600 and Alerian MLP.
Removed
As of December 31, 2023, the Incentive Plan provides for the issuance of up to 30.0 million shares. The following table summarizes the total number of outstanding securities in the Incentive Plan and the number of securities remaining for future issuance, as well as the weighted average strike price of all outstanding securities as of December 31, 2023.
Removed
Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (1) Equity compensation plans approved by security holders 16,542,751 $ 2.76 25,177,237 Equity compensation plans not approved by security holders — — — Total 16,542,751 25,177,237 ______________________________________________________________________________________ (1) Excludes 15,000 stock options issued to directors as compensation. 35 Performance Graph The following graph compares the cumulative total return for our common stock (stock price change plus reinvested dividends) with the comparable return of three indices: S&P Small Cap 400, Dow Jones US Transportation Services, and Alerian MLP.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeConsolidated and Combined Consolidated Financial Statements of FTAI Infrastructure Inc. 59 Report of Independent Registered Public Accounting Firm 60 Consolidated Balance Sheets as of December 31, 2023 and 2022 62 Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 63 Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 64 Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 65 Consolidated and Combined Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 66 Notes to Consolidated and Combined Consolidated Financial Statements 68 Note 1: Organization 68 Note 2: Basis of Presentation and Summary of Significant Accounting Policies 68 Note 3: Leasing Equipment, net and Property 75 Note 4: Property, Plant and Equipment, net 76 Note 5: Investments 77 Note 6: Intangible Assets, net 80 Note 7: Debt, net 81 Note 8: Fair Value Measurements 83 Note 9: Revenues 85 Note 10: Leases 86 Note 11: Equity-Based Compensation 87 Note 12: Retirement Benefit Plans 89 Note 13: Income Taxes 90 Note 14: Management Agreement and Affiliate Transactions 91 Note 15: Segment Information 94 Note 16: Redeemable Preferred Stock 95 Note 17: Earnings per Share and Equity 96 Note 18: Commitments and Contingencies 97 Note 19: Subsequent Events 97
Biggest changeConsolidated and Combined Consolidated Financial Statements of FTAI Infrastructure Inc. 58 Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets as of December 31, 2024 and 2023 61 Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 62 Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022 63 Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 64 Consolidated and Combined Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 65 Notes to Consolidated and Combined Consolidated Financial Statements 67 Note 1: Organization 67 Note 2: Basis of Presentation and Summary of Significant Accounting Policies 67 Note 3: Leasing Equipment, net 74 Note 4: Property, Plant and Equipment, net 75 Note 5: Investments 76 Note 6: Intangible Assets, net 79 Note 7: Debt, net 80 Note 8: Fair Value Measurements 83 Note 9: Revenues 85 Note 10: Leases 86 Note 11: Equity-Based Compensation 87 Note 12: Retirement Benefit Plans 90 Note 13: Income Taxes 90 Note 14: Management Agreement and Affiliate Transactions 92 Note 15: Segment Information 94 Note 16: Redeemable Preferred Stock 95 Note 17: Earnings per Share and Equity 96 Note 18: Commitments and Contingencies 97 Note 19: Subsequent Events 97
Item 6. [Reserved] 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.
Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdjusted EBITDA is defined as net income (loss) attributable to stockholders or Former Parent, 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, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (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. 38 The following table presents our consolidated and combined consolidated results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Lease income $ 3,089 $ 3,221 $ 2,424 $ (132) $ 797 Rail revenues 167,793 147,804 61,514 19,989 86,290 Terminal services revenues 83,350 59,574 45,038 23,776 14,536 Roadside services revenues 68,190 47,899 — 20,291 47,899 Other revenue (1,950) 3,468 11,243 (5,418) (7,775) Total revenues 320,472 261,966 120,219 58,506 141,747 Expenses Operating expenses 253,672 208,157 98,541 45,515 109,616 General and administrative 12,833 10,891 8,737 1,942 2,154 Acquisition and transaction expenses 4,140 16,844 14,826 (12,704) 2,018 Management fees and incentive allocation to affiliate 12,467 12,964 15,638 (497) (2,674) Depreciation and amortization 80,992 70,749 54,016 10,243 16,733 Asset impairment 743 — — 743 — Total expenses 364,847 319,605 191,758 45,242 127,847 Other (expense) income Equity in losses of unconsolidated entities (24,707) (67,399) (13,499) 42,692 (53,900) Gain (loss) on sale of assets, net 6,855 (1,603) 16 8,458 (1,619) Loss on extinguishment of debt (2,036) — — (2,036) — Interest expense (99,603) (53,239) (16,019) (46,364) (37,220) Other income (expense) 6,586 (3,169) (8,930) 9,755 5,761 Total other expense (112,905) (125,410) (38,432) 12,505 (86,978) Loss before income taxes (157,280) (183,049) (109,971) 25,769 (73,078) Provision for (benefit from) income taxes 2,470 4,468 (3,630) (1,998) 8,098 Net loss (159,750) (187,517) (106,341) 27,767 (81,176) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (38,414) (33,933) (26,472) (4,481) (7,461) Less: Dividends and accretion of redeemable preferred stock 62,400 23,657 — 38,743 23,657 Net loss attributable to stockholders/Former Parent $ (183,736) $ (177,241) $ (79,869) $ (6,495) $ (97,372) 39 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (183,736) $ (177,241) $ (79,869) $ (6,495) $ (97,372) Add: Provision for (benefit from) income taxes 2,470 4,468 (3,630) (1,998) 8,098 Add: Equity-based compensation expense 9,199 4,146 4,038 5,053 108 Add: Acquisition and transaction expenses 4,140 16,844 14,826 (12,704) 2,018 Add: Losses on the modification or extinguishment of debt and capital lease obligations 2,036 — — 2,036 — Add: Changes in fair value of non-hedge derivative instruments 1,125 (1,125) (2,220) 2,250 1,095 Add: Asset impairment charges 743 — — 743 — Add: Incentive allocations — — — — — Add: Depreciation & amortization expense (1) 81,541 70,749 54,016 10,792 16,733 Add: Interest expense 99,603 53,239 16,019 46,364 37,220 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 20,209 13,939 29,095 6,270 (15,156) Add: Dividends and accretion of redeemable preferred stock 62,400 23,657 — 38,743 23,657 Add: Interest and other costs on pension and OPEB liabilities 2,130 1,232 445 898 787 Add: Other non-recurring items (3) 2,470 — — 2,470 — Less: Equity in losses of unconsolidated entities 24,707 67,399 13,499 (42,692) 53,900 Less: Non-controlling share of Adjusted EBITDA (4) (21,515) (16,279) (12,508) (5,236) (3,771) Adjusted EBITDA (Non-GAAP) $ 107,522 $ 61,028 $ 33,711 $ 46,494 $ 27,317 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) depreciation and amortization expense of $80,992, $70,749 and $54,016 and (ii) capitalized contract costs amortization of $549, $— and $—, respectively.
Biggest changeGAAP. 36 The following table presents our consolidated and combined consolidated results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 '23 vs ‘22 Revenues Lease income $ 4,963 $ 3,089 $ 3,221 $ 1,874 $ (132) Rail revenues 178,243 167,793 147,804 10,450 19,989 Terminal services revenues 93,259 83,350 59,574 9,909 23,776 Roadside services revenues 55,000 68,190 47,899 (13,190) 20,291 Other revenue 32 (1,950) 3,468 1,982 (5,418) Total revenues 331,497 320,472 261,966 11,025 58,506 Expenses Operating expenses 247,674 253,672 208,157 (5,998) 45,515 General and administrative 14,798 12,833 10,891 1,965 1,942 Acquisition and transaction expenses 5,457 4,140 16,844 1,317 (12,704) Management fees and incentive allocation to affiliate 11,318 12,467 12,964 (1,149) (497) Depreciation and amortization 79,410 80,992 70,749 (1,582) 10,243 Asset impairment 72,336 743 — 71,593 743 Total expenses 430,993 364,847 319,605 66,146 45,242 Other (expense) income Equity in losses of unconsolidated entities (55,496) (24,707) (67,399) (30,789) 42,692 Gain (loss) on sale of assets, net 2,370 6,855 (1,603) (4,485) 8,458 Loss on modification or extinguishment of debt (8,925) (2,036) — (6,889) (2,036) Interest expense (122,108) (99,603) (53,239) (22,505) (46,364) Other income (expense) 20,904 6,586 (3,169) 14,318 9,755 Total other expense (163,255) (112,905) (125,410) (50,350) 12,505 Loss before income taxes (262,751) (157,280) (183,049) (105,471) 25,769 Provision for income taxes 3,313 2,470 4,468 843 (1,998) Net loss (266,064) (159,750) (187,517) (106,314) 27,767 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (42,419) (38,414) (33,933) (4,005) (4,481) Less: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495) 37 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495) Add: Provision for income taxes 3,313 2,470 4,468 843 (1,998) Add: Equity-based compensation expense 8,636 9,199 4,146 (563) 5,053 Add: Acquisition and transaction expenses 5,457 4,140 16,844 1,317 (12,704) Add: Losses on the modification or extinguishment of debt and capital lease obligations 8,925 2,036 — 6,889 2,036 Add: Changes in fair value of non-hedge derivative instruments — 1,125 (1,125) (1,125) 2,250 Add: Asset impairment charges 70,401 743 — 69,658 743 Add: Incentive allocations — — — — — Add: Depreciation & amortization expense (1) 83,885 81,541 70,749 2,344 10,792 Add: Interest expense 122,108 99,603 53,239 22,505 46,364 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 20,272 20,209 13,939 63 6,270 Add: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Add: Interest and other costs on pension and OPEB liabilities (66) 2,130 1,232 (2,196) 898 Add: Other non-recurring items (3) — 2,470 — (2,470) 2,470 Less: Equity in losses of unconsolidated entities 55,496 24,707 67,399 30,789 (42,692) Less: Non-controlling share of Adjusted EBITDA (4) (27,194) (21,515) (16,279) (5,679) (5,236) Adjusted EBITDA (Non-GAAP) $ 127,588 $ 107,522 $ 61,028 $ 20,066 $ 46,494 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) depreciation and amortization expense of $79,410, $80,992 and $70,749 and (ii) capitalized contract costs amortization of $4,475, $549 and $—, respectively.
(3) Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to cancellation of restricted shares and Railroad severance expense of $2,470.
(3) Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares and Railroad severance expense of $2,470.
Other (expense) income Total other expense decreased $12.5 million which primarily reflects: • a decrease in equity in losses of unconsolidated entities of $42.7 million which primarily reflects unrealized gains on power swaps at Long Ridge partially offset by operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; • an increase in gain on the sale of assets of $8.5 million due to a gain on a sales-type lease and a gain from the sale of land at Jefferson Terminal; and • an increase in other income of $9.8 million primarily due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy and Power LLC; partially offset by • an increase in interest expense of $46.4 million primarily due to an increase in the average outstanding debt of approximately $397.1 million which consists of (i) $327 million for the Senior Notes due 2027, (ii) $24.2 million for the Transtar Revolver, (iii) $25.5 million for the EB-5 Loan Agreement and (iv) $4.1 million for the Credit Agreement; and • an increase in loss on extinguishment of debt of $2.0 million due to repayment of amounts outstanding under the Transtar Revolver and Credit Agreement in full.
Other (expense) income Total other expense decreased $12.5 million which primarily reflects: • a decrease in equity in losses of unconsolidated entities of $42.7 million which primarily reflects unrealized gains on power swaps at Long Ridge partially offset by operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; • an increase in gain on the sale of assets of $8.5 million due to a gain on a sales-type lease and a gain from the sale of land at Jefferson Terminal; and • an increase in other income of $9.8 million primarily due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy & Power LLC; partially offset by • an increase in interest expense of $46.4 million primarily due to an increase in the average outstanding debt of approximately $397.1 million which consists of (i) $327 million for the Senior Notes due 2027, (ii) $24.2 million for the Transtar Revolver, (iii) $25.5 million for the EB-5 Loan Agreement and (iv) $4.1 million for the Credit Agreement; and • an increase in loss on extinguishment of debt of $2.0 million due to repayment of amounts outstanding under the Transtar Revolver and Credit Agreement in full.
(2) Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to cancellation of restricted shares of $1,131.
(2) Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares of $1,131.
As part of our assessment, we considered numerous factors, including: • macroeconomic conditions and their potential impact on reporting unit fair value; 57 • industry and market conditions; • cost factors such as increases in raw materials, labor or other costs; • actual financial performance compared with budget and prior projections; and • events that may change the composition or carrying value of its net assets.
As part of our assessment, we considered numerous factors, including: • macroeconomic conditions and their potential impact on reporting unit fair value; • industry and market conditions; • cost factors such as increases in raw materials, labor or other costs; • actual financial performance compared with budget and prior projections; and • events that may change the composition or carrying value of its net assets.
The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data.
The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, 56 income projections, anticipated future cash flows and market data.
Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations. Recent Accounting Pronouncements Please see Note 2 to our consolidated and combined consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations. Recent Accounting Pronouncements Please see Note 2 to our consolidated and combined consolidated financial statements included elsewhere in this filing for recent accounting pronouncements. 57
The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.
The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.
None of these transactions, negotiations or financings are definitive or included within our assessment of our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.
None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.
Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2023, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.
Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.
As of October 1, 2023, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar and FYX reporting units and concluded that it was more likely than not that the fair value of the Transtar and FYX reporting units exceeded their respective carrying values. Therefore, no quantitative impairment evaluation was completed.
As of October 1, 2024, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar and FYX reporting units and concluded that it was more likely than not that the fair value of the Transtar and FYX reporting units exceeded their respective carrying values. Therefore, no quantitative impairment evaluation was completed.
For our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins, capital expenditures and discount rates.
For our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates.
During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense. All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure.
During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense. All segment data and related disclosures for earlier periods presented herein have been recast to reflect this segment reporting structure.
The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. 37 Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.
The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. 35 Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.
Corporate and other sources accounted for the remaining 21% of our total revenue. We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives.
Corporate and other sources accounted for the remaining 17% of our total revenue. We expect to continue to invest in such market sectors and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives.
Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There were no impairments of goodwill for the years ended December 31, 2023, 2022 and 2021.
Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There were no impairments of goodwill for the years ended December 31, 2024, 2023 and 2022.
Debt Covenants We are in compliance with all of our debt covenants as of December 31, 2023. See Note 7 to the consolidated and combined consolidated financial statements for information related to our debt obligations and respective covenants.
Debt Covenants We are in compliance with all of our debt covenants as of December 31, 2024. See Note 7 to the consolidated and combined consolidated financial statements for information related to our debt obligations and respective covenants.
See Note 2 for additional information related to other cash requirements. 56 Application of Critical Accounting Policies Property, Plant and Equipment, Leasing Equipment and Depreciation —Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Vehicles 5 - 7 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 3 - 5 years from date of purchase None Construction in progress N/A N/A Impairment of Long-Lived Assets — We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable.
Application of Critical Accounting Policies Property, Plant and Equipment, Leasing Equipment and Depreciation —Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 3 - 5 years from date of purchase None Construction in progress N/A N/A Impairment of Long-Lived Assets — We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $38.7 million due to the redeemable preferred stock raise completed in August 2022. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $46.5 million primarily due to the changes noted above.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $38.7 million due to the redeemable preferred stock raise completed in August 2022. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.5 million primarily due to the changes noted above.
As of December 31, 2023, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.7 billion. Operating Segments Prior to the third quarter of 2022, we operated as three reportable segments. During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below.
As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion. Operating Segments Prior to the third quarter of 2022, we operated as three reportable segments. During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below.
(2) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) equity-based compensation of $4, $2 and $—, (ii) (benefit from) provision for income taxes of $(1), $2 and $—, (iii) acquisition and transaction expenses of $1, $1 and $—, (iv) interest and other costs on pension and OPEB liabilities of $6, $1 and $—, (v) depreciation and amortization expense of $49, $19 and $—, (vi) interest expense of $6, $— and $—, (vii) asset impairment of $2, $— and $— and (viii) other recurring items of $4, $— and $—, respectively.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $9, $4 and $2, (ii) provision for (benefit from) income taxes of $22, $(1) and $2, (iii) acquisition and transaction expenses of $2, $1 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(1), $6 and $1, (v) depreciation and amortization expense of $88, $49 and $19, (vi) interest expense of $2, $6 and $—, (vii) asset impairment of $—, $2 and $— and (viii) other non-recurring items of $—, $4 and $—, respectively.
As of December 31, 2022, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $132.1 million, and $5.4 million, respectively. During 2023, an immaterial adjustment was recorded to the goodwill and property, plant and equipment balances of the Railroad segment.
As of December 31, 2023, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively. During 2023, an immaterial adjustment was recorded to the goodwill and property, plant and equipment balances of the Railroad segment.
Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2023, our Railroad business accounted for 53% of our total revenue and our Ports and Terminals business accounted for 26% of our total revenue.
Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.
Our principal uses of liquidity have been and continue to be (i) a cquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for the purpose of making investments was $147.2 million, $267.3 million and $828.7 million during the years ended December 31, 2023, 2022 and 2021, respectively. • Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.
Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for the purpose of making investments was $121.9 million, $147.2 million and $267.3 million during the years ended December 31, 2024, 2023 and 2022, respectively. • Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.
The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023.
The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% as of October 1, 2024.
Operating expenses increased $45.5 million primarily due to: • an increase of $20.2 million in the Corporate and Other segment primarily due to the acquisition and consolidation of FYX in May 2022; 40 • an increase of $8.1 million in the Railroad segment primarily due to (i) an increase in labor and other costs associated with higher carload activity and severance costs at Transtar and (ii) an increase in repairs and maintenance expense due to increased activity at Transtar; • an increase of $5.1 million at Repauno which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site; • an increase of $10.2 million at Jefferson Terminal which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in repairs and maintenance expense due to increased activity at Jefferson Terminal; and • an increase of $1.9 million at Power and Gas primarily due to an increase in professional fees.
Expenses Total expenses increased $45.2 million primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses. 39 Operating expenses increased $45.5 million primarily due to: • an increase of $20.2 million in the Corporate and Other segment primarily due to the acquisition and consolidation of FYX in May 2022; • an increase of $8.1 million in the Railroad segment primarily due to (i) an increase in labor and other costs associated with higher carload activity and severance costs at Transtar and (ii) an increase in repairs and maintenance expense due to increased activity at Transtar; • an increase of $5.1 million at Repauno which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site; • an increase of $10.2 million at Jefferson Terminal which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in repairs and maintenance expense due to increased activity at Jefferson Terminal; and • an increase of $1.9 million at Power and Gas primarily due to an increase in professional fees.
At October 1, 2023, approximately 6.2 million barrels of storage was operational. Our discount rate for our 2023 goodwill impairment analysis was 10.3% and our assumed terminal growth rate was 2.5%.
At October 1, 2024, approximately 6.0 million barrels of storage was operational. Our discount rate for our 2024 goodwill impairment analysis was 9.5% and our assumed terminal growth rate was 2.5%.
Comparison of the years ended December 31, 2023 and 2022 Expenses Total expenses increased $1.5 million primarily due to an increase in professional fees.
Comparison of the years ended December 31, 2024 and 2023 Expenses Total expenses increased $1.7 million primarily due to an increase in consulting fees.
Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
(4) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) equity-based compensation of $1,412, $470 and $751, (ii) provision for income taxes of $578, $670 and $52, (iii) interest expense of $7,391, $5,491 and $3,370, (iv) depreciation and amortization expense of $11,752, $9,699 and $8,411, (v) changes in fair value of non-hedge derivative instruments of $63, $(53) and $(76), (vi) acquisition and transaction expenses of $307, $1 and $—, (vii) interest and other costs on pension and OPEB liabilities of $6, $1, and $—, (viii) asset impairment of $2, $— and $— and (ix) other recurring items of $4, $— and $— respectively.
(4) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $1,127, $1,412 and $470, (ii) (benefit from) provision for income taxes of $(510), $578 and $670, (iii) interest expense of $11,555, $7,391 and $5,491, (iv) depreciation and amortization expense of $12,930, $11,752 and $9,699, (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), (vi) acquisition and transaction expenses of $7, $307 and $1, (vii) interest and other costs on pension and OPEB liabilities of $(1), $6, and $1, (viii) asset impairment of $—, $2 and $—, (ix) loss on modification or extinguishment of debt of $2,086, $— and $— and (x) other non-recurring items of $—, $4 and $—, respectively.
Expenses Total expenses increased $5.1 million primarily due to (i) an increase in operating expenses due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site.
Expenses Total expenses increased $5.1 million primarily due to (i) an increase in operating expenses due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site. 46 Other income (expense) Total other expense increased $1.0 million primarily due to an increase in interest expense due to an increase in the borrowing rate on the revolver.
Comparison of the years ended December 31, 2023 and 2022 Revenues Total revenues increased $11.9 million during the year ended December 31, 2023 primarily due to (i) an increase in terminal services revenues of $11.7 million due to an increase in average refined products throughput volumes and (ii) an increase in lease income of $0.2 million.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $6.3 million primarily due to the changes noted above. 44 Comparison of the years ended December 31, 2023 and 2022 Revenues Total revenues increased $11.9 million primarily due to (i) an increase in terminal services revenues of $11.7 million due to an increase in average refined products throughput volumes and (ii) an increase in lease income of $0.2 million.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $2.0 million due to the changes noted above.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $14.2 million due to the changes noted above.
Comparison of the years ended December 31, 2023 and 2022 Revenues Total revenues increased $20.3 million primarily due to the acquisition and consolidation of FYX in May 2022, in addition to FYX price increases during the year.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $2.0 million primarily due to the changes noted above. 52 Comparison of the years ended December 31, 2023 and 2022 Revenues Total revenues increased $20.3 million primarily due to the acquisition and consolidation of FYX in May 2022, in addition to FYX price increases during the year.
Power and Gas Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 2,726 826 99 1,900 727 Acquisition and transaction expenses 94 458 — (364) 458 Total expenses 2,820 1,284 99 1,536 1,185 Other (expense) income Equity in losses of unconsolidated entities (9,949) (60,538) (13,597) 50,589 (46,941) Interest expense (3) — — (3) — Other income (expense) 7,523 524 (3,782) 6,999 4,306 Total other expense (2,429) (60,014) (17,379) 57,585 (42,635) Loss before income taxes (5,249) (61,298) (17,478) 56,049 (43,820) Benefit from income taxes — — (3,930) — 3,930 Net loss attributable to stockholders/Former Parent $ (5,249) $ (61,298) $ (13,548) $ 56,049 $ (47,750) 49 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (5,249) $ (61,298) $ (13,548) $ 56,049 $ (47,750) Add: Benefit from income taxes — — (3,930) — 3,930 Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 94 458 — (364) 458 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense 3 — — 3 — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) 29,987 18,341 29,405 11,646 (11,064) Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 9,949 60,538 13,597 (50,589) 46,941 Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ 34,784 $ 18,039 $ 25,524 $ 16,745 $ (7,485) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $(8,858), $(60,538) and $(11,430), (ii) depreciation expense of $26,146, $27,625 and $12,443, (iii) interest expense of $31,109, $26,758 and $5,513, (iv) acquisition and transaction expense of $445, $616 and $104, (v) changes in fair value of non-hedge derivative instruments of $(18,904), $21,218 and $19,850, (vi) asset impairment of $1,135, $2,280 and $2,146, (vii) equity-based compensation of $5, $382, and $779 and (viii) equity method basis adjustments of $(1,091), $— and $—, respectively.
Power and Gas Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 2,190 2,726 826 (536) 1,900 Acquisition and transaction expenses 2,293 94 458 2,199 (364) Total expenses 4,483 2,820 1,284 1,663 1,536 Other (expense) income Equity in losses of unconsolidated entities (37,146) (9,949) (60,538) (27,197) 50,589 Interest expense — (3) — 3 (3) Other income 12,430 7,523 524 4,907 6,999 Total other expense (24,716) (2,429) (60,014) (22,287) 57,585 Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049 47 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049 Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 2,293 94 458 2,199 (364) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — 3 — (3) 3 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) 30,006 29,987 18,341 19 11,646 Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 37,146 9,949 60,538 27,197 (50,589) Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ 40,246 $ 34,784 $ 18,039 $ 5,462 $ 16,745 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(37,211), $(8,858) and $(60,538), (ii) depreciation expense of $25,353, $26,146 and $27,625, (iii) interest expense of $37,600, $31,109 and $26,758, (iv) acquisition and transaction expense of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.
Expenses Total expenses increased $8.3 million which is primarily due to the increase in operating expense of $8.1 million due to (i) an increase in compensation, benefits and other costs associated with higher carload activity and severance costs and (ii) repairs and maintenance from increased transloading activity.
Expenses Total expenses increased $8.3 million which is primarily due to the increase in operating expense of $8.1 million due to (i) an increase in compensation, benefits and other costs associated with higher carload activity and severance costs and (ii) repairs and maintenance from increased transloading activity. 42 Other expense Total other expense increased $2.4 million which primarily reflects an increase in interest expense due to a higher outstanding balance on the revolver and an increase in interest rate during 2023.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $7.5 million due to the changes noted above. 50 Sustainability and Energy Transition Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 29 10 — 19 10 Acquisition and transaction expenses 1 280 — (279) 280 Total expenses 30 290 — (260) 290 Other (expense) income Equity in losses of unconsolidated entities (14,814) (7,012) (372) (7,802) (6,640) Other income 2,529 2,123 — 406 2,123 Total other expense (12,285) (4,889) (372) (7,396) (4,517) Net loss attributable to stockholders/Former Parent $ (12,315) $ (5,179) $ (372) $ (7,136) $ (4,807) The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (12,315) $ (5,179) $ (372) $ (7,136) $ (4,807) Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 1 280 — (279) 280 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (9,753) (4,447) (372) (5,306) (4,075) Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in (earnings) losses of unconsolidated entities 14,814 7,012 372 7,802 6,640 Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ (7,253) $ (2,334) $ (372) $ (4,919) $ (1,962) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $(14,814), $(7,069) and $(372), (ii) depreciation expense of $1,539, $774 and $—, and (iii) interest expense of $3,522, $1,848 and $—, respectively.
Sustainability and Energy Transition Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 7 29 10 (22) 19 Acquisition and transaction expenses 17 1 280 16 (279) Asset impairment 72,336 — — 72,336 — Total expenses 72,360 30 290 72,330 (260) Other (expense) income Equity in losses of unconsolidated entities (18,390) (14,814) (7,012) (3,576) (7,802) Other income 2,167 2,529 2,123 (362) 406 Total other expense (16,223) (12,285) (4,889) (3,938) (7,396) Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136) The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136) Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 17 1 280 16 (279) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges 70,401 — — 70,401 — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (9,710) (9,753) (4,447) 43 (5,306) Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 18,390 14,814 7,012 3,576 7,802 Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ (9,485) $ (7,253) $ (2,334) $ (2,232) $ (4,919) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(18,390), $(14,814) and $(7,069), (ii) depreciation expense of $2,762, $1,539 and $774, and (iii) interest expense of $5,918, $3,522 and $1,848, respectively. 49 Comparison of the years ended December 31, 2024 and 2023 Expenses Total expenses increased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC.
Corporate and Other The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Roadside services revenues $ 68,190 $ 47,899 $ — $ 20,291 $ 47,899 Total revenues 68,190 47,899 — 20,291 47,899 Expenses Operating expenses 69,166 48,969 59 20,197 48,910 General and administrative 12,833 10,891 8,737 1,942 2,154 Acquisition and transaction expenses 1,938 15,279 11,985 (13,341) 3,294 Management fees and incentive allocation to affiliate 12,467 12,964 15,638 (497) (2,674) Depreciation and amortization 3,150 1,945 — 1,205 1,945 Total expenses 99,554 90,048 36,419 9,506 53,629 Other income (expense) Equity in earnings of unconsolidated entities 56 151 470 (95) (319) Loss on extinguishment of debt (1,099) — — (1,099) — Interest expense (62,316) (26,639) — (35,677) (26,639) Other income — 133 — (133) 133 Total other (expense) income (63,359) (26,355) 470 (37,004) (26,825) Loss before income taxes (94,723) (68,504) (35,949) (26,219) (32,555) Provision for income taxes 67 — 7 67 (7) Net loss (94,790) (68,504) (35,956) (26,286) (32,548) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries: (228) (688) — 460 (688) Less: Dividends and accretion of redeemable preferred stock 62,400 23,657 — 38,743 23,657 Net loss attributable to stockholders/Former Parent $ (156,962) $ (91,473) $ (35,956) $ (65,489) $ (55,517) 52 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (156,962) $ (91,473) $ (35,956) $ (65,489) $ (55,517) Add: Provision for income taxes 67 — 7 67 (7) Add: Equity-based compensation expense 170 — — 170 — Add: Acquisition and transaction expenses 1,938 15,279 11,985 (13,341) 3,294 Add: Losses on the modification or extinguishment of debt and capital lease obligations 1,099 — — 1,099 — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 3,150 1,945 — 1,205 1,945 Add: Interest expense 62,316 26,639 — 35,677 26,639 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (25) 45 62 (70) (17) Add: Dividends and accretion of redeemable preferred stock 62,400 23,657 — 38,743 23,657 Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in (earnings) losses of unconsolidated entities (56) (151) (470) 95 319 Less: Non-controlling share of Adjusted EBITDA (2) (260) (651) — 391 (651) Adjusted EBITDA (Non-GAAP) $ (26,163) $ (24,710) $ (24,372) $ (1,453) $ (338) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $(80), $(51) and $(36) and (ii) interest expense of $55, $96 and $98, respectively.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $4.9 million primarily due to a decrease in the pro-rata share of Adjusted EBITDA from unconsolidated entities of $5.3 million, and the changes noted above. 50 Corporate and Other The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Roadside services revenues $ 55,000 $ 68,190 $ 47,899 $ (13,190) $ 20,291 Total revenues 55,000 68,190 47,899 (13,190) 20,291 Expenses Operating expenses 53,584 69,166 48,969 (15,582) 20,197 General and administrative 14,798 12,833 10,891 1,965 1,942 Acquisition and transaction expenses 2,598 1,938 15,279 660 (13,341) Management fees and incentive allocation to affiliate 11,318 12,467 12,964 (1,149) (497) Depreciation and amortization 1,424 3,150 1,945 (1,726) 1,205 Total expenses 83,722 99,554 90,048 (15,832) 9,506 Other income (expense) Equity in earnings of unconsolidated entities 40 56 151 (16) (95) Loss on extinguishment of debt — (1,099) — 1,099 (1,099) Interest expense (71,184) (62,316) (26,639) (8,868) (35,677) Other income 22 — 133 22 (133) Total other expense (71,122) (63,359) (26,355) (7,763) (37,004) Loss before income taxes (99,844) (94,723) (68,504) (5,121) (26,219) Provision for income taxes 719 67 — 652 67 Net loss (100,563) (94,790) (68,504) (5,773) (26,286) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries — (228) (688) 228 460 Less: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489) 51 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489) Add: Provision for income taxes 719 67 — 652 67 Add: Equity-based compensation expense 494 170 — 324 170 Add: Acquisition and transaction expenses 2,598 1,938 15,279 660 (13,341) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 1,099 — (1,099) 1,099 Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 1,424 3,150 1,945 (1,726) 1,205 Add: Interest expense 71,184 62,316 26,639 8,868 35,677 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (24) (25) 45 1 (70) Add: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in earnings of unconsolidated entities (40) (56) (151) 16 95 Less: Non-controlling share of Adjusted EBITDA (2) — (260) (651) 260 391 Adjusted EBITDA (Non-GAAP) $ (24,208) $ (26,163) $ (24,710) $ 1,955 $ (1,453) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(55), $(80) and $(51) and (ii) interest expense of $31, $55 and $96, respectively.
Expenses Total expenses increased $45.2 million primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses.
Expenses Total expenses decreased $66.1 million primarily due to a decrease in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment, offset by an increase in (iv) general and administrative expense and (v) acquisition and transaction expenses.
Other (expense) income Total other expense decreased $57.6 million primarily due to decreases in equity in losses in unconsolidated entities primarily due to unrealized gains on power swaps at Long Ridge as power prices decreased, as well as increases in other income due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy and Power LLC.
Other (expense) income Total other expenses decreased $57.6 million primarily due to decreases in equity in losses in unconsolidated entities primarily due to unrealized gains on power swaps at Long Ridge as power prices decreased, as well as increases in other income due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy & Power LLC. 48 Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $16.7 million due to an increase in the pro-rata share of Adjusted EBITDA from unconsolidated entities of $11.6 million, and the changes noted above.
Comparison of the years ended December 31, 2023 and 2022 Other (expense) income Total other expense increased $7.4 million which reflects an increase of $7.8 million in equity in losses of unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC, offset by an increase in other income of $0.4 million due to interest income earned on outstanding notes. 51 Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $4.9 million primarily due to a decrease in the pro-rata share of adjusted EBITDA from unconsolidated entities of $5.3 million, and the changes noted above.
Comparison of the years ended December 31, 2023 and 2022 Other (expense) income Total other expense increased $7.4 million which reflects an increase of $7.8 million in equity in losses of unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC, offset by an increase in other income of $0.4 million due to interest income earned on outstanding notes.
Contractual Obligations and Cash Requirements Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of December 31, 2023, we have outstanding principal and interest payment obligations of $1.4 billion and $531.3 million, respectively, of which, there is no principal payment due and $97.2 million of interest payments due within the next twelve months.
Contractual Obligations and Cash Requirements Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of December 31, 2024, we have outstanding principal and interest payment obligations of $1.6 billion and $555.3 million, respectively, of which, there are $50.0 million of principal payments due and $122.0 million of interest payments due within the next twelve months.
Repauno Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Rail revenues $ — $ 86 $ — $ (86) $ 86 Terminal services revenues 12,641 563 374 12,078 189 Other revenue (1,950) 3,468 11,243 (5,418) (7,775) Total revenues 10,691 4,117 11,617 6,574 (7,500) Expenses Operating expenses 22,203 17,072 14,304 5,131 2,768 Depreciation and amortization 9,336 9,322 9,052 14 270 Total expenses 31,539 26,394 23,356 5,145 3,038 Other income (expense) Gain on sale of assets, net — — 16 — (16) Interest expense (2,557) (1,590) (1,147) (967) (443) Total other expense (2,557) (1,590) (1,131) (967) (459) Loss before income taxes (23,405) (23,867) (12,870) 462 (10,997) Provision for income taxes 496 165 — 331 165 Net loss (23,901) (24,032) (12,870) 131 (11,162) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (1,412) (1,242) (222) (170) (1020) Net loss attributable to stockholders/Former Parent $ (22,489) $ (22,790) $ (12,648) $ 301 $ (10,142) 47 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (22,489) $ (22,790) $ (12,648) $ 301 $ (10,142) Add: Provision for income taxes 496 165 — 331 165 Add: Equity-based compensation expense 1,770 595 823 1,175 (228) Add: Acquisition and transaction expenses — — — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments 1,125 (1,125) (2,220) 2,250 1,095 Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 9,336 9,322 9,052 14 270 Add: Interest expense 2,557 1,590 1,147 967 443 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (1) (856) (500) (303) (356) (197) Adjusted EBITDA (Non-GAAP) $ (8,061) $ (12,743) $ (4,149) $ 4,682 $ (8,594) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) equity-based compensation of $99, $28 and $28, (ii) provision for income taxes of $28, $8 and $—, (iii) interest expense of $143, $75 and $39, (iv) depreciation and amortization expense of $523, $442 and $312, and (v) changes in fair value of non-hedge derivative instruments of $63, $(53) and $(76), respectively.
Repauno Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Rail revenues $ — $ — $ 86 $ — $ (86) Terminal services revenues 15,792 12,641 563 3,151 12,078 Other revenue 32 (1,950) 3,468 1,982 (5,418) Total revenues 15,824 10,691 4,117 5,133 6,574 Expenses Operating expenses 23,483 22,203 17,072 1,280 5,131 Depreciation and amortization 9,914 9,336 9,322 578 14 Total expenses 33,397 31,539 26,394 1,858 5,145 Other expense Interest expense (1,617) (2,557) (1,590) 940 (967) Total other expense (1,617) (2,557) (1,590) 940 (967) Loss before income taxes (19,190) (23,405) (23,867) 4,215 462 (Benefit from) provision for income taxes (431) 496 165 (927) 331 Net loss (18,759) (23,901) (24,032) 5,142 131 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (1,173) (1,412) (1,242) 239 (170) Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301 45 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301 Add: (Benefit from) provision for income taxes (431) 496 165 (927) 331 Add: Equity-based compensation expense 2,108 1,770 595 338 1,175 Add: Acquisition and transaction expenses — — — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — 1,125 (1,125) (1,125) 2,250 Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 9,914 9,336 9,322 578 14 Add: Interest expense 1,617 2,557 1,590 (940) 967 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (1) (808) (856) (500) 48 (356) Adjusted EBITDA (Non-GAAP) $ (5,186) $ (8,061) $ (12,743) $ 2,875 $ 4,682 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $129, $99 and $28, (ii) (benefit from) provision for income taxes of $(26), $28 and $8, (iii) interest expense of $99, $143 and $75, (iv) depreciation and amortization expense of $606, $523 and $442, and (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), respectively.
Historical Cash Flow The following table presents our historical cash flow: Year Ended December 31, (in thousands) 2023 2022 2021 Cash Flow Data: Net cash provided by (used in) operating activities $ 5,513 $ (42,690) $ (61,716) Net cash used in investing activities (147,123) (267,266) (828,716) Net cash provided by financing activities 79,447 157,743 1,136,866 Comparison of the years ended December 31, 2023 and 2022 Net cash provided by operating activities increased $48.2 million, which primarily reflects (i) a decrease in net loss of $27.8 million, (ii) changes in accounts receivable, accounts payable and accrued liabilities, other assets and other liabilities of $46.5 million, (iii) an increase in depreciation and amortization of $10.2 million, (iv) an increase in equity-based compensation of $5.1 million, and (v) an increase in bad debt expense of $1.4 million, partially offset by (vi) a change in equity in losses of unconsolidated entities of $42.7 million.
Comparison of the years ended December 31, 2023 and 2022 Net cash provided by operating activities increased $48.2 million, which primarily reflects (i) a decrease in net loss of $27.8 million, (ii) changes in accounts receivable, accounts payable and accrued liabilities, other assets and other liabilities of $46.5 million, (iii) an increase in depreciation and amortization of $10.2 million, (iv) an increase in equity-based compensation of $5.1 million and (v) an increase in bad debt expense of $1.4 million, partially offset by (vi) a change in equity in losses of unconsolidated entities of $42.7 million.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $27.3 million primarily due to the changes noted above. 42 Railroad Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Lease income $ 1,652 $ 1,943 $ 736 (291) 1,207 Rail revenues 167,793 147,718 61,514 20,075 86,204 Total revenues 169,445 149,661 62,250 19,784 87,411 Expenses Operating expenses 92,972 84,863 35,824 8,109 49,039 Acquisition and transaction expenses 737 763 2,841 (26) (2,078) Depreciation and amortization 19,590 20,164 8,951 (574) 11,213 Asset impairment 743 — — 743 — Total expenses 114,042 105,790 47,616 8,252 58,174 Other expense Loss on sale of assets, net (437) (1,603) — 1,166 (1,603) Loss on extinguishment of debt (937) — — (937) — Interest expense (2,284) (212) (60) (2,072) (152) Other expense (2,164) (1,632) (422) (532) (1,210) Total other expense (5,822) (3,447) (482) (2,375) (2,965) Income before income taxes 49,581 40,424 14,152 9,157 26,272 (Benefit from) provision for income taxes (561) 1,287 64 (1,848) 1,223 Net income 50,142 39,137 14,088 11,005 25,049 Less: Net income attributable to non-controlling interest in consolidated subsidiaries 143 15 — 128 15 Net income attributable to stockholders/Former Parent $ 49,999 $ 39,122 $ 14,088 $ 10,877 $ 25,034 43 The following table sets forth a reconciliation of net income attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net income attributable to stockholders/Former Parent $ 49,999 $ 39,122 $ 14,088 $ 10,877 25,034 Add: (Benefit from) provision for income taxes (561) 1,287 64 (1,848) 1,223 Add: Equity-based compensation expense 1,394 1,531 — (137) 1,531 Add: Acquisition and transaction expenses 737 763 2,841 (26) (2,078) Add: Losses on the modification or extinguishment of debt and capital lease obligations 937 — — 937 — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges 743 — — 743 — Add: Incentive allocations — — — — — Add: Depreciation & amortization expense 19,590 20,164 8,951 (574) 11,213 Add: Interest expense 2,284 212 60 2,072 152 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities 2,130 1,232 445 898 787 Add: Other non-recurring items (1) 1,339 — — 1,339 — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (71) (25) — (46) (25) Adjusted EBITDA (Non-GAAP) $ 78,521 $ 64,286 $ 26,449 $ 14,235 $ 37,837 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2023: Railroad severance expense of $1,339.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $46.5 million primarily due to the changes noted above. 40 Railroad Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Lease income $ 1,784 $ 1,652 $ 1,943 $ 132 $ (291) Rail revenues 178,243 167,793 147,718 10,450 20,075 Total revenues 180,027 169,445 149,661 10,582 19,784 Expenses Operating expenses 97,207 92,972 84,863 4,235 8,109 Acquisition and transaction expenses 526 737 763 (211) (26) Depreciation and amortization 20,200 19,590 20,164 610 (574) Asset impairment — 743 — (743) 743 Total expenses 117,933 114,042 105,790 3,891 8,252 Other (expense) income Loss on sale of assets, net (704) (437) (1,603) (267) 1,166 Loss on extinguishment of debt — (937) — 937 (937) Interest expense (306) (2,284) (212) 1,978 (2,072) Other income (expense) 770 (2,164) (1,632) 2,934 (532) Total other expense (240) (5,822) (3,447) 5,582 (2,375) Income before income taxes 61,854 49,581 40,424 12,273 9,157 Provision for (benefit from) income taxes 4,692 (561) 1,287 5,253 (1,848) Net income 57,162 50,142 39,137 7,020 11,005 Less: Net income attributable to non-controlling interest in consolidated subsidiaries 245 143 15 102 128 Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 $ 10,877 41 The following table sets forth a reconciliation of net income attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 10,877 Add: Provision for (benefit from) income taxes 4,692 (561) 1,287 5,253 (1,848) Add: Equity-based compensation expense 1,801 1,394 1,531 407 (137) Add: Acquisition and transaction expenses 526 737 763 (211) (26) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 937 — (937) 937 Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — 743 — (743) 743 Add: Incentive allocations — — — — — Add: Depreciation & amortization expense 20,200 19,590 20,164 610 (574) Add: Interest expense 306 2,284 212 (1,978) 2,072 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities (66) 2,130 1,232 (2,196) 898 Add: Other non-recurring items (1) — 1,339 — (1,339) 1,339 Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (122) (71) (25) (51) (46) Adjusted EBITDA (Non-GAAP) $ 84,254 $ 78,521 $ 64,286 $ 5,733 $ 14,235 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2023: Railroad severance expense of $1,339.
Jefferson Terminal Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Revenues Lease income $ 1,437 $ 1,278 $ 1,688 $ 159 $ (410) Terminal services revenues 70,709 59,011 44,664 11,698 14,347 Total revenues 72,146 60,289 46,352 11,857 13,937 Expenses Operating expenses 66,576 56,417 48,255 10,159 8,162 Acquisition and transaction expenses 1,370 64 — 1,306 64 Depreciation and amortization 48,916 39,318 36,013 9,598 3,305 Total expenses 116,862 95,799 84,268 21,063 11,531 Other income (expense) Gain on sale of assets, net 7,292 — — 7,292 — Interest expense (32,443) (24,798) (14,812) (7,645) (9,986) Other expense (1,302) (4,317) (4,726) 3,015 409 Total other expense (26,453) (29,115) (19,538) 2,662 (9,577) Loss before income taxes (71,169) (64,625) (57,454) (6,544) (7,171) Provision for income taxes 2,468 3,016 229 (548) 2,787 Net loss (73,637) (67,641) (57,683) (5,996) (9,958) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (36,917) (32,018) (26,250) (4,899) (5,768) Net loss attributable to stockholders/Former Parent $ (36,720) $ (35,623) $ (31,433) $ (1,097) $ (4,190) 45 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2023 2022 2021 '23 vs ‘22 '22 vs '21 Net loss attributable to stockholders/Former Parent $ (36,720) $ (35,623) $ (31,433) $ (1,097) $ (4,190) Add: Provision for income taxes 2,468 3,016 229 (548) 2787 Add: Equity-based compensation expense 5,865 2,020 3,215 3,845 (1,195) Add: Acquisition and transaction expenses 1,370 64 — 1,306 64 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense (1) 49,465 39,318 36,013 10,147 3,305 Add: Interest expense 32,443 24,798 14,812 7,645 9,986 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (2) 1,131 — — 1,131 — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (3) (20,328) (15,103) (12,205) (5,225) (2,898) Adjusted EBITDA (Non-GAAP) $ 35,694 $ 18,490 $ 10,631 $ 17,204 $ 7,859 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2023, 2022, and 2021: (i) depreciation and amortization expense of $48,916, $39,318 and $36,013 and (ii) capitalized contract costs amortization of $549, $— and $—, respectively.
Jefferson Terminal Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Lease income $ 3,179 $ 1,437 $ 1,278 $ 1,742 $ 159 Terminal services revenues 77,467 70,709 59,011 6,758 11,698 Total revenues 80,646 72,146 60,289 8,500 11,857 Expenses Operating expenses 71,203 66,576 56,417 4,627 10,159 Acquisition and transaction expenses 23 1,370 64 (1,347) 1,306 Depreciation and amortization 47,872 48,916 39,318 (1,044) 9,598 Total expenses 119,098 116,862 95,799 2,236 21,063 Other income (expense) Gain on sale of assets, net 3,074 7,292 — (4,218) 7,292 Loss on modification or extinguishment of debt (8,925) — — (8,925) — Interest expense (49,001) (32,443) (24,798) (16,558) (7,645) Other income (expense) 5,515 (1,302) (4,317) 6,817 3,015 Total other expense (49,337) (26,453) (29,115) (22,884) 2,662 Loss before income taxes (87,789) (71,169) (64,625) (16,620) (6,544) (Benefit from) provision for income taxes (1,667) 2,468 3,016 (4,135) (548) Net loss (86,122) (73,637) (67,641) (12,485) (5,996) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (41,491) (36,917) (32,018) (4,574) (4,899) Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097) 43 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097) Add: (Benefit from) provision for income taxes (1,667) 2,468 3,016 (4,135) (548) Add: Equity-based compensation expense 4,233 5,865 2,020 (1,632) 3,845 Add: Acquisition and transaction expenses 23 1,370 64 (1,347) 1,306 Add: Losses on the modification or extinguishment of debt and capital lease obligations 8,925 — — 8,925 — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense (1) 52,347 49,465 39,318 2,882 10,147 Add: Interest expense 49,001 32,443 24,798 16,558 7,645 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (2) — 1,131 — (1,131) 1,131 Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (3) (26,264) (20,328) (15,103) (5,936) (5,225) Adjusted EBITDA (Non-GAAP) $ 41,967 $ 35,694 $ 18,490 $ 6,273 $ 17,204 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023, and 2022: (i) depreciation and amortization expense of $47,872, $48,916 and $39,318 and (ii) capitalized contract costs amortization of $4,475, $549 and $—, respectively.
(2) Includes the following items for the years ended December 31, 2023, 2022 and 2021: (i) net loss of $(23,752), $(67,658) and $(11,838), (ii) interest expense of $34,686, $28,702 and $5,611, (iii) depreciation and amortization expense of $27,685, $28,399 and $12,443, (iv) acquisition and transaction expense of $445, $616 and $104, (v) changes in fair value of non-hedge derivative instruments of $(18,904), $21,218 and $19,850, (vi) asset impairment of $1,135, $2,280 and $2,146, (vii) equity-based compensation of $5, $382 and $779 and (viii) equity method basis adjustments of $(1,091), $— and $—, respectively.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(55,656), $(23,752) and $(67,658), (ii) interest expense of $43,549, $34,686 and $28,702, (iii) depreciation and amortization expense of $28,115, $27,685 and $28,399, (iv) acquisition and transaction expenses of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.
(3) Includes the following items for the years ended December 31, 2023, 2022, and 2021: (i) equity-based compensation of $1,309, $440 and $723, (ii) provision for income taxes of $551, $660 and $52, (iii) interest expense of $7,242, $5,416 and $3,331, (iv) acquisition and transaction expenses of $306, $— and $—, and (v) depreciation and amortization expense of $10,920, $8,587 and $8,099, respectively.
(3) Includes the following items for the years ended December 31, 2024, 2023, and 2022: (i) equity-based compensation of $989, $1,309 and $440, (ii) (benefit from) provision for income taxes of $(506), $551 and $660, (iii) interest expense of $11,454, $7,242 and $5,416, (iv) acquisition and transaction expenses of $5, $306 and $—, (v) depreciation and amortization expense of $12,236, $10,920 and $8,587 and (vi) loss on modification or extinguishment of debt of $2,086, $— and $—, respectively.
Net cash used in investing activities decreased $120.1 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $118.1 million and (ii) a decrease in investment in convertible promissory notes of $11.4 million, partially offset by (iii) an increase in cash used for the acquisition of additional ownership interest in FYX of $0.6 million in 2023 as compared to 2022, (iv) an increase in the investment in unconsolidated entities of $1.1 million, (v) a decrease in the proceeds from sale of property, plant and equipment of $6.1 million and (vi) an increase in the acquisition of leasing equipment of $1.7 million. 55 Net cash provided by financing activities decreased $78.3 million primarily due to (i) a decrease in the proceeds from the issuance of Redeemable Preferred Stock of $274.6 million, (ii) a decrease in proceeds from debt of $337.7 million, (iii) repayment of debt proceeds of $75.1 million, (iv) cash dividends paid of $9.3 million, and (v) a decrease in settlement of equity-based compensation of $1.6 million, partially offset by (vi) a decrease in net transfers to Former Parent of $617.3 million and (vii) a decrease in payment of deferred financing costs of $4.8 million.
Net cash used in investing activities decreased $120.1 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $118.1 million and (ii) a decrease in investment in convertible promissory notes of $11.4 million, partially offset by (iii) an increase in cash used for the acquisition of additional ownership interest in FYX of $0.6 million in 2023 as compared to 2022, (iv) an increase in the investment in unconsolidated entities of $1.1 million, (v) a decrease in the proceeds from sale of property, plant and equipment of $6.1 million and (vi) an increase in the acquisition of leasing equipment of $1.7 million.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $8.6 million due to the changes noted above.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $5.7 million due to the changes noted above.
After the closing of the transaction, Fortress will continue to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. Results of Operations Adjusted EBITDA (Non-GAAP) The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure.
Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. Results of Operations Adjusted EBITDA (Non-GAAP) The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S.
Net cash used in investing activities decreased $561.5 million primarily due to a (i) decrease in the acquisition of business, net of cash acquired for $623.3 million and (ii) a decrease in the investment in unconsolidated entities of $49.2 million, partially offset by (iii) an increase in acquisitions of property, plant and equipment of $76.2 million and (iv) an increase in investment in convertible promissory notes of $37.5 million.
Net cash used in investing activities decreased $29.0 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $19.5 million, (ii) a decrease in investment in convertible promissory notes of $4.6 million, (iii) a decrease in cash used for the acquisition of business of $4.4 million, (iv) a decrease in the investment in unconsolidated entities of $3.3 million and (v) an increase in gain on sale of easement of $3.5 million, partially offset by (vi) an increase in the acquisition of leasing equipment of $1.6 million and (vii) an increase in investment in equity instruments of $5.0 million.
Other income (expense) Total other expense increased $1.0 million primarily due to an increase in interest expense due to an increase in the borrowing rate on the revolver. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $4.7 million due to the changes noted above.
Other expense Total other expense decreased $0.9 million primarily due to an increase in capitalized interest, partially offset by an increase in interest expense due to an increase in the borrowing amount on the revolver, amended in December 2023. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $2.9 million due to the changes noted above.
Redeemable Preferred Stock Obligations — We have dividend payments of $22.2 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months. See Notes 2 and 16 for additional information related to our preferred stock obligations.
Lease Obligations — As of December 31, 2024, we had operating and finance lease obligations of $168.6 million, of which $8.4 million is due within the next twelve months. 55 Redeemable Preferred Stock Obligations —We have dividend payments of $73.8 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months.
Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2023 (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales. • During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $100.0 million, and (v) DRP Revolver of $19.3 million.
Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2024 (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales and an easement. • During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million, (ii) Series 2024 Bond Offering of $382.3 million and (iii) October 2024 Jefferson Credit Agreement of $50.0 million.
Net cash provided by financing activities decreased $979.1 million primarily due to (i) a decrease in net transfers from Former Parent of $1.3 billion partially offset by (ii) an increase in the proceeds from the issuance of Redeemable Preferred Stock of $274.6 million and (iii) an increase in proceeds from debt of $67.9 million.
Net cash provided by financing activities decreased $78.3 million primarily due to (i) a decrease in the proceeds from the issuance of Redeemable Preferred Stock of $274.6 million, (ii) a decrease in proceeds from debt of $337.7 million, (iii) repayment of debt proceeds of $75.1 million, (iv) cash dividends paid of $9.3 million and (v) a decrease in settlement of equity-based compensation of $1.6 million, partially offset by (vi) a decrease in net transfers to Former Parent of $617.3 million and (vii) a decrease in payment of deferred financing costs of $4.8 million.
Geographic Information Please refer to Note 15 of our consolidated and combined consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2023, 2022 and 2021, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2023 and 2022.
Geographic Information Please refer to Note 15 of our consolidated and combined consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2024, 2023 and 2022, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2024 and 2023. 53 Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.5 million primarily due to the changes noted above. 53 Comparison of the years ended December 31, 2022 and 2021 Revenues Total revenues increased $47.9 million due to the acquisition of a majority stake and consolidation of FYX in May 2022.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $5.5 million due to the changes noted above. Comparison of the years ended December 31, 2023 and 2022 Expenses Total expenses increased $1.5 million primarily due to an increase in professional fees.
(2) Includes the following items for the year ended December 31, 2023, 2022 and 2021: (i) depreciation expense of $260, $651 and $—, respectively.
(2) Includes the following items for the year ended December 31, 2024, 2023 and 2022: (i) depreciation expense of $—, $260 and $651, respectively. Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues decreased $13.2 million primarily due to a decrease in roadside services at FYX.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $23.7 million due to the redeemable preferred stock raise completed in August 2022. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $0.3 million primarily due to the changes noted above.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $8.4 million due to continued accretion of our redeemable preferred stock balance for the year. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $20.1 million primarily due to the changes noted above.
We believe such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated and combined consolidated financial statements were issued. 54 In addition to the plans discussed above, we are currently evaluating several potential transactions and related financings, including, but not limited to, asset sales, debt refinancing, equity refinancing, and providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.
In addition, Management will exercise the options to extend the maturity dates of the debt instruments noted above, as needed. Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.
Expenses Total expenses increased $58.2 million which is primarily due to the acquisition of Transtar on July 28, 2021. 44 Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $37.8 million due to the changes noted above.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $17.2 million primarily due to the changes noted above.
See Note 7 of the consolidated and combined consolidated financial statements for additional information about our debt obligations. Lease Obligations — As of December 31, 2023, we had operating and finance lease obligations of $169.1 million, of which $8.8 million is due within the next twelve months.
See Note 7 of the consolidated and combined consolidated financial statements for additional information about our debt obligations.
Comparison of the years ended December 31, 2022 and 2021 Revenues Total revenues increased $141.7 million primarily due to higher revenues in the Railroad, Jefferson Terminal, and Corporate and Other segments. • Rail revenue increased $86.3 million due to the acquisition of Transtar in July 2021; • Terminal services revenue increased $14.5 million due to higher volumes at Jefferson Terminal; and • Roadside services revenue increased $47.9 million due to the acquisition of a majority stake and consolidation of FYX in May 2022; partially offset by • Other revenue decreased $7.8 million primarily due to a loss on butane forward purchase contracts and margin compression at Repauno.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $11.0 million primarily due to higher revenues in the Railroad, Jefferson Terminal, and Repauno segments. • Rail revenue increased $10.5 million due to an increase in both carloads and rates per car; and • Terminal services revenue increased $9.9 million due to higher throughput volumes at Jefferson Terminal and the commencement of a butane throughput contract at Repauno in April 2023; partially offset by • Roadside services revenue decreased $13.2 million due to a decrease in roadside services at FYX.
We did not make any principal repayments of debt during the year ended December 31, 2022. • During the year ended December 31, 2021, additional borrowings were obtained in connection with the (i) Series 2021 Bonds (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $425.0 million and (ii) EB-5 Loan Agreement of $26.1 million.
In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel an additional $6.0 million of the Tax Exempt Series 2021A Bonds. • During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million.
Other expense Total other expense increased $2.4 million which primarily reflects an increase in interest expense due to a higher outstanding balance on the revolver and an increase in interest rate during 2023. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $14.2 million due to the changes noted above.
Other (expense) income Total other expense increased $3.9 million which primarily reflects an increase of $3.6 million in equity in losses of unconsolidated entities primarily due to higher operating losses at GM-FTAI Holdco LLC. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $2.2 million primarily due to the changes noted above.
Comparison of the years ended December 31, 2022 and 2021 Revenues Total revenues increased $87.4 million which is primarily due to the acquisition of Transtar on July 28, 2021.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $10.6 million which is primarily due to both an increase in carloads and rates per car.
Other (expense) income Total other expense increased $87.0 million which primarily reflects: • an increase in equity in losses of unconsolidated entities of $53.9 million which primarily reflects unrealized losses on power swaps at Long Ridge; • an increase in interest expense of $37.2 million which reflects an increase in the average outstanding debt of approximately $198.0 million from the 2027 Notes issued in July 2022 as well as the new EB-5.3 Loan Agreement taken out at Jefferson Terminal; partially offset by • a decrease in other expense of $5.8 million primarily due to (i) a write-off of an earn-out receivable in 2021 related to the sale of a portion of our Long Ridge investment and (ii) an increase in interest income within the Sustainability and Energy Transition segment in 2022.
Other (expense) income Total other expense increased $50.4 million which primarily reflects: • an increase in equity in losses of unconsolidated entities of $30.8 million which primarily reflects a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC, as well as higher operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; • a decrease in gain on the sale of assets of $4.5 million primarily due to a gain recognized at Jefferson Terminal, offset by a loss recognized in the Railroad segment; • an increase in interest expense of $22.5 million primarily due to an increase in the average outstanding debt of approximately $178.4 million which consists of (i) $49.1 million for the Senior Notes due 2027, (ii) $17.6 million for the DRP Revolver and (iii) $136.6 million for the Series 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million; and • an increase in loss on modification or extinguishment of debt of $6.9 million at Jefferson Terminal; offset by • an increase in other income of $14.3 million primarily due to (i) interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC, (ii) pension and OPEB benefits due to favorable adjustments in the Railroad segment and (iii) a benefit from the decrease in prior period losses related to the termination of a pipeline contract at Jefferson Terminal.
Other (expense) income Total other expenses increased $42.6 million primarily due to increases in equity in losses in unconsolidated entities primarily due to realized and unrealized losses on power swaps at Long Ridge, as well as an unexpected power plant outage at the end of 2022.
Other (expense) income Total other expense increased $22.3 million primarily due to increases in equity in losses in unconsolidated entities primarily due to a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC and loss on extinguishment of debt at Long Ridge West Virginia LLC, partially offset by increases in other income due to interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC.
Operating expenses increased $109.6 million primarily due to: • an increase of $48.9 million in the Corporate and Other segment primarily due to the acquisition of a majority stake and consolidation of FYX in May 2022; 41 • an increase of $49.0 million in the Railroad segment due to the acquisition of Transtar, which primarily consists of compensation and benefits and facility operating expenses; • an increase of $2.8 million at Repauno which primarily reflects increased activity; and • an increase of $8.2 million at Jefferson Terminal which primarily reflects additional labor costs due to increased activity as well as higher insurance for the new Jefferson Terminal South property.
Operating expenses decreased $6.0 million primarily due to: • a decrease of $15.6 million in the Corporate and Other segment primarily due to a decrease in roadside services at FYX; partially offset by 38 • an increase of $4.2 million in the Railroad segment primarily due to increased carloads; • an increase of $1.3 million at Repauno which primarily reflects an increase in compensation and benefits due to costs associated with equity-based compensation, as well as an increase in labor costs and professional fees related to the continued development of the site; and • an increase of $4.6 million at Jefferson Terminal which primarily reflects an increase in costs associated with equity-based compensation, as well as higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $17.2 million primarily due to the changes noted above. 46 Comparison of the years ended December 31, 2022 and 2021 Revenues Total revenues increased $13.9 million during the year ended December 31, 2022 primarily due to an increase in terminal services revenues of $14.3 million due to higher volumes.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $8.5 million during the year ended December 31, 2024 primarily due to (i) an increase in terminal services revenues of $6.8 million due to an increase in average crude oil throughput volumes and (ii) an increase in lease income of $1.7 million.
We continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.
This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.
Expenses Total expenses increased $3.0 million primarily due to: • an increase in operating expenses of $2.8 million due to increased terminal activity; and • an increase in depreciation expense of $0.3 million due to assets being placed into service. 48 Other (expense) income Total other expense increased $0.5 million primarily due to an increase in interest expense for the period relating to the revolver loan.
Expenses Total expenses increased $1.9 million primarily due to (i) an increase in operating expenses due to costs associated with stock-based compensation, (ii) an increase in depreciation expense due to assets being placed into service and (iii) an increase in labor costs and professional fees related to the continued development of the site.
Expenses Total expenses increased $11.5 million which reflects: • an increase in operating expenses of $8.2 million which primarily reflects additional labor costs due to increased activity as well as higher insurance for the new Jefferson Terminal South property; and • an increase in depreciation and amortization of $3.3 million due to additional assets placed into service.
Expenses Total expenses increased $2.2 million which reflects: • an increase in operating expenses of $4.6 million primarily due to costs associated with equity-based compensation, higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity; offset by • a decrease in depreciation and amortization of $1.0 million due to certain assets becoming fully depreciated; and • a decrease in acquisition and transaction expenses of $1.3 million associated with professional fees incurred in the prior year for a potential acquisition.
Expenses Total expenses increased $53.6 million primarily due to the acquisition of a majority stake and consolidation of FYX in May 2022. Other (expense) income Total other expense increased $26.8 million due to an increase in interest expense of $26.6 million which reflects an increase in the average outstanding debt from the 2027 Notes issued in July 2022.
Other income (expense) Total other expense increased $7.8 million due primarily to (i) an increase in interest expense of $8.9 million due to the additional issuance of the Senior Notes due 2027 in July 2023, partially offset by (ii) a decrease in loss on extinguishment of debt of $1.1 million due to repayment of amounts outstanding under the Credit Agreement in July 2023.
Provision for income taxes The provision for income taxes increased $8.1 million which primarily reflects provisions booked in the Railroad and Jefferson Terminal segments. Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $23.7 million due to the redeemable preferred stock raise completed in August 2022.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $8.4 million due to continued accretion of our redeemable preferred stock balance for the year.
Management has approved a plan to alleviate liquidity risk by: (i) refinancing the Taxable Series 2020B Bonds prior to their maturity date, including contributing additional unencumbered assets as collateral; (ii) delaying planned capital expenditures; (iii) electing to defer payment of the management fee and expense reimbursements to the Manager; (iv) continuing to accrue paid-in-kind dividends on its Series A Senior Preferred Stock; and (v) eliminating future dividends on common stock, excluding the common dividend that our board of directors declared on February 29, 2024 that will be paid on April 5, 2024.
However, Management has approved a plan to accrue paid-in-kind dividends on the Series A Preferred Stock which would preclude the payment of future dividends on common stock, excluding the common dividend that our board of directors declared on February 27, 2025 that will be paid on March 26, 2025 (see Note 19).
Removed
Our Manager On May 22, 2023, Fortress and Mubadala announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank.
Added
Our Manager On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.
Removed
Expenses Total expenses increased $127.8 million primarily due to increases in operating expenses and depreciation and amortization.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed8 unchanged
Biggest changeAs of December 31, 2023, assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an increase of ap proximately $1.3 million or a decrease of approximately $1.3 million in interest expense over the next 12 months.
Biggest changeAs of December 31, 2024, assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an increase of ap proximat ely $0.7 million or a decrease of approximately $0.7 million in interest expense over the next 12 months.
We are exposed to changes in the level of interest rates and to 58 changes in the relationship or spread between interest rates. Our primary interest rate exposure relates to our term loan arrangements. Indices which are deemed “benchmarks” are the subject of recent national, international, and other regulatory guidance and proposals for reform.
We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates. Our primary interest rate exposure relates to our term loan arrangements. Indices which are deemed “benchmarks” are the subject of recent national, international, and other regulatory guidance and proposals for reform.

Other FIP 10-K year-over-year comparisons