FTAI Infrastructure Inc. 10-Q

Item 1. Financial Statements FTAI INFRASTRUCTURE LLC BALANCE SHEETS (Dollars in thousands) (Unaudited) June 30, 2022 December 31, 2021 Assets Cash $ 30,001 $ — Other assets 25,697 — Total assets 55,698 — Liabilities and Member’s Equity Liabilities Accrued liabilities 23,560 — Total liabilities 23,560 — Commitments and contingencies Member's equity Membership interest 32,138 — Total Member's equity 32,138 — Total liabilities and Member's equity $ 55,698 $ — See accompanying notes to financial statements. 5 FTAI INFRASTRUCTURE LLC STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenues $ — $ — Expenses: Acquisition and transaction expenses 25 25 Total expenses 25 25 Net loss ( 25 ) ( 25 ) Loss per share: Basic $ 0.00 $ 0.00 Diluted $ 0.00 $ 0.00 Weighted average shares outstanding: Basic 99,387,467 99,387,467 Diluted 99,387,467 99,387,467 See accompanying notes to financial statements. 6 FTAI INFRASTRUCTURE LLC STATEMENT OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) Three and Six Months Ended June 30, 2022 Member's Equity Equity - December 31, 2021 $ — Net loss — Net transfers from Parent 1 Equity - March 31, 2022 1 Net loss ( 25 ) Net transfers from Parent 32,162 Equity - June 30, 2022 $ 32,138 See accompanying notes to financial statements. 7 FTAI INFRASTRUCTURE LLC STATEMENT OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2022 Cash flows from operating activities: Net loss $ ( 25 ) Net cash used in operating activities ( 25 ) Cash flows from financing activities: Net transfers from Parent, net 30,026 Net cash provided by financing activities 30,026 Net Increase in cash and cash equivalents 30,001 Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ 30,001 Supplemental disclosure of non-cash financing activities: Deferred financing costs ( 2,136 ) See accompanying notes to financial statements. 8 FTAI INFRASTRUCTURE LLC NOTES TO FINANCIAL STATEMENTS (unaudited) 1. BUSINESS FTAI Infrastructure LLC (the “Company”) was incorporated in Delaware as a limited liability company on December 13, 2021. The Company was formed in connection with the separation of the infrastructure business of Fortress Transportation & Infrastructure Investors LLC (“FTAI” or the “Parent”) from the Parent. The Company holds all of the material assets, liabilities and investments that comprise FTAI’s infrastructure business, and converted to FTAI Infrastructure Inc., a Delaware corporation, as of August 1, 2022, in connection with the spin-off , as described in Note 5. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The accompanying financial statements are presented on the accrual basis of accounting and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of income, changes in equity, and cash flows have not been included with the balance sheet as of December 31, 2021 because the Company had not begun its principal operations and had no revenue, expenses, changes in equity, or changes in cash flows to report. Cash —The Company maintains its cash with high-credit quality financial institutions, which are insured by the U.S. Federal Deposit Insurance Corporation. Other Assets —Other assets is comprised of deferred financing fees and stock issuance costs of $ 25.7 million and $ — million accrued as of June 30, 2022 and December 31, 2021, respectively in connection with the anticipated financings. Accrued Liabilities —Accrued liabilities is comprised of fees recorded in connection with the anticipated financings and is due within the next twelve months. Use of Estimates —The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. 3. EARNINGS PER SHARE On August 1, 2022, FTAI distributed one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by FTAI shareholders of record as of the record date. As of that date, 99,387,467 shares were distributed. This number of shares is utilized for the calculation of basic and diluted loss per share for all periods presented prior to the spin-off. For the three and six months ended June 30, 2022, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the spin-off, it is assumed that there are no dilutive equity instruments as there were no equity awards of the Company outstanding prior to the spin-off. 4. COMMITMENTS AND CONTINGENCIES From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. As of June 30, 2022, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it. 5. SUBSEQUENT EVENTS Subscription Agreements On June 30, 2022, the Company and Transtar, LLC, a subsidiary of the Parent, entered into subscription agreements with entities affiliated with Ares Management LLC (collectively the “Subscriber”). Pursuant to the subscription agreement, the Company agreed to sell to the Subscriber (i) 300,000 shares of newly-created Series A Senior Preferred Stock with a par value of $ 0.01 per share, (ii) warrants representing the right to purchase 3,342,566 shares of common stock of the Company, with a par value of $ 0.01 per share, at an exercise price of $ 10.00 per share (as adjusted in accordance with the agreement governing the warrants), and (iii) warrants representing the right to purchase 3,342,566 shares of common stock at an exercise price of $ 0.01 per share, for an aggregate purchase price of $ 300.0 million, net of a discount of $ 9.0 million. Net proceeds were distributed to the Parent. These agreements were not effective until the spin-off, described below, was complete. Senior Secured Notes Offering On July 7, 2022, the Company closed its private offering of $ 450.0 million aggregate principal amount of 10.500 % senior secured notes due 2027, at an issue price equal to 94.585 % of principal. 9 FTAI INFRASTRUCTURE LLC NOTES TO FINANCIAL STATEMENTS (unaudited) On July 25, 2022, the Company closed its private offering of an additional $ 50.0 million aggregate principal amount of 10.500 % senior secured notes due 2027, at an issue price equal to 94.585 % of principal. The additional notes and the existing $ 450.0 million notes will be treated as a single class for all purposes under that certain indenture dated as of July 7, 2022, as supplemented. Net proceeds were distributed to the Parent. These notes were not effective until the spin-off, described below, was complete. Conversion of Limited Liability Company to Corporation On July 29, 2022, FTAI Infrastructure LLC was converted to a corporation, FTAI Infrastructure Inc., pursuant to the laws of the State of Delaware. Adoption of Management Agreement On July 31, 2022, FTAI Infrastructure Inc. entered into a management agreement with FIG LLC (the “Manager”), an affiliate of Fortress (the “Management Agreement”), with substantially the same terms as the previously held management agreement between the Parent and the Manager. FTAI Infrastructure Spin-off On August 1, 2022, FTAI completed the spin-off of FTAI Infrastructure Inc., in which FTAI shareholders received one share of common stock of FTAI Infrastructure Inc., par value $ 0.01 per share for every one common share of FTAI held as of the close of business on July 21, 2022, the record date for the separation. Following the distribution, FTAI Infrastructure Inc. became an independent, publicly-traded company with its common stock listed under the symbol “FIP" on The Nasdaq Global Select Market. Manager Options In connection with the spin-off, FTAI Infrastructure Inc. issued 10.9 million options to the Manager pursuant to the Management Agreement as compensation to the Manager for the successful completion of an offering. Nonqualified Stock Option and Incentive Award Plan On August 1, 2022, the Board of Directors adopted a Nonqualified Stock Option and Incentive Award Plan which provides for the ability to grant 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. As of August 1, 2022, the Plan provides for the issuance of up to 30 million shares of the Company’s common stock. 10 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) Notes June 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents 2 $ 68,469 $ 49,872 Restricted cash 2 177,951 251,983 Accounts receivable, net 2 88,573 50,301 Other current assets 2 92,598 60,828 Total current assets 427,591 412,984 Leasing equipment, net 4 35,459 36,012 Operating lease right-of-use assets, net 12 70,148 71,547 Property, plant, and equipment, net 5 1,598,982 1,517,594 Investments 6 76,905 54,408 Intangible assets, net 7 63,977 67,737 Goodwill 2 262,819 257,137 Other assets 2 24,347 24,882 Total assets $ 2,560,228 $ 2,442,301 Liabilities Current liabilities: Accounts payable and accrued liabilities 2 $ 162,096 $ 115,634 Operating lease liabilities 12 2,973 2,899 Other current liabilities 2 9,822 10,934 Total current liabilities 174,891 129,467 Debt, net 8 729,410 718,624 Operating lease liabilities 12 66,166 67,505 Other liabilities 243,948 64,659 Total liabilities 1,214,415 980,255 Commitments and contingencies 19 Equity Net Parent investment 1,656,695 1,617,601 Accumulated other comprehensive loss ( 300,126 ) ( 155,464 ) Parent company equity 1,356,569 1,462,137 Non-controlling interest in equity of consolidated subsidiaries ( 10,756 ) ( 91 ) Total equity 1,345,813 1,462,046 Total liabilities and equity $ 2,560,228 $ 2,442,301 See accompanying notes to combined consolidated financial statements. 11 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, Notes 2022 2021 2022 2021 Revenues Total revenues 11 $ 65,868 $ 15,344 $ 112,016 $ 35,886 Expenses Operating expenses 2 49,229 17,309 87,297 34,118 General and administrative 2,498 1,631 4,928 3,665 Acquisition and transaction expenses 8,872 2,560 13,108 3,518 Management fees and incentive allocation to affiliate 16 3,065 3,817 7,226 7,415 Depreciation and amortization 4, 5, 7 17,319 11,686 34,315 21,769 Total expenses 80,983 37,003 146,874 70,485 Other income (expense) Equity in losses of unconsolidated entities 6 ( 13,859 ) ( 6,811 ) ( 35,902 ) ( 7,264 ) Gain on sale of assets, net — 16 — 16 Interest expense ( 6,486 ) ( 3,529 ) ( 12,945 ) ( 5,012 ) Other expense ( 553 ) ( 792 ) ( 1,012 ) ( 611 ) Total other expense ( 20,898 ) ( 11,116 ) ( 49,859 ) ( 12,871 ) Loss before income taxes ( 36,013 ) ( 32,775 ) ( 84,717 ) ( 47,470 ) Provision for (benefit from) income taxes 15 1,947 ( 715 ) 3,531 ( 1,121 ) Net loss ( 37,960 ) ( 32,060 ) ( 88,248 ) ( 46,349 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 8,480 ) ( 6,625 ) ( 15,946 ) ( 11,586 ) Net loss attributable to Parent $ ( 29,480 ) $ ( 25,435 ) $ ( 72,302 ) $ ( 34,763 ) Loss per share: 18 Basic $ ( 0.30 ) $ ( 0.26 ) $ ( 0.73 ) $ ( 0.35 ) Diluted $ ( 0.30 ) $ ( 0.26 ) $ ( 0.73 ) $ ( 0.35 ) Weighted average shares outstanding: Basic 99,387,467 99,387,467 99,387,467 99,387,467 Diluted 99,387,467 99,387,467 99,387,467 99,387,467 See accompanying notes to combined consolidated financial statements. 12 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ ( 37,960 ) $ ( 32,060 ) $ ( 88,248 ) $ ( 46,349 ) Other comprehensive loss: Other comprehensive loss related to equity method investees, net (1) ( 47,714 ) ( 33,215 ) ( 144,662 ) ( 21,548 ) Comprehensive loss ( 85,674 ) ( 65,275 ) ( 232,910 ) ( 67,897 ) Comprehensive loss attributable to non-controlling interest ( 8,480 ) ( 6,625 ) ( 15,946 ) ( 11,586 ) Comprehensive loss attributable to Parent $ ( 77,194 ) $ ( 58,650 ) $ ( 216,964 ) $ ( 56,311 ) ________________________________________________________ (1) Net of deferred tax benefit of $ — and $( 6,734 ) for the three months ended June 30, 2022 and 2021, respectively, and $ — and $( 3,633 ) for the six months ended June 30, 2022 and 2021, respectively. See accompanying notes to combined consolidated financial statements. 13 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) Three and Six Months Ended June 30, 2022 Net Parent Investment Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity Equity - December 31, 2021 $ 1,617,601 $ ( 155,464 ) $ ( 91 ) $ 1,462,046 Net loss ( 42,822 ) ( 7,466 ) ( 50,288 ) Other comprehensive loss ( 96,948 ) ( 96,948 ) Total comprehensive loss ( 42,822 ) ( 96,948 ) ( 7,466 ) ( 147,236 ) Net transfers from Parent 34,270 34,270 Equity-based compensation 709 709 Equity - March 31, 2022 $ 1,609,049 $ ( 252,412 ) $ ( 6,848 ) $ 1,349,789 Net loss ( 29,480 ) ( 8,480 ) ( 37,960 ) Other comprehensive loss ( 47,714 ) ( 47,714 ) Total comprehensive loss ( 29,480 ) ( 47,714 ) ( 8,480 ) ( 85,674 ) Acquisition of consolidated subsidiary 3,054 3,054 Contributions from non-controlling interest 562 562 Net transfers from Parent 77,126 77,126 Equity-based compensation 956 956 Equity - June 30, 2022 $ 1,656,695 $ ( 300,126 ) $ ( 10,756 ) $ 1,345,813 Three and Six Months Ended June 30, 2021 Net Parent Investment Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity Equity - December 31, 2020 $ 999,291 $ ( 26,237 ) $ 22,343 $ 995,397 Net loss ( 9,329 ) ( 4,961 ) ( 14,290 ) Other comprehensive income 11,667 11,667 Total comprehensive (loss) income ( 9,329 ) 11,667 ( 4,961 ) ( 2,623 ) Net transfers from Parent 30,997 30,997 Equity-based compensation 1,114 1,114 Equity - March 31, 2021 $ 1,020,959 $ ( 14,570 ) $ 18,496 $ 1,024,885 Net loss ( 25,435 ) ( 6,625 ) ( 32,060 ) Other comprehensive loss ( 33,215 ) ( 33,215 ) Total comprehensive loss ( 25,435 ) ( 33,215 ) ( 6,625 ) ( 65,275 ) Net transfers from Parent 90,580 90,580 Equity-based compensation 1,439 1,439 Equity - June 30, 2021 $ 1,086,104 $ ( 47,785 ) $ 13,310 $ 1,051,629 See accompanying notes to combined consolidated financial statements. 14 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 88,248 ) $ ( 46,349 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity in losses of unconsolidated entities 35,902 7,264 Gain on sale of assets, net — ( 16 ) Equity-based compensation 1,665 2,553 Depreciation and amortization 34,315 21,769 Change in deferred income taxes 3,327 ( 1,238 ) Change in fair value of non-hedge derivative ( 748 ) ( 6,573 ) Amortization of deferred financing costs 1,695 1,051 Provision for (benefit from) credit losses 90 ( 4 ) Change in: Accounts receivable ( 30,585 ) ( 55,531 ) Other assets ( 21,583 ) ( 30,826 ) Accounts payable and accrued liabilities 12,939 50,476 Management fees payable to affiliate — ( 19 ) Other liabilities ( 4,159 ) ( 337 ) Net cash used in operating activities ( 55,390 ) ( 57,780 ) Cash flows from investing activities: Investment in unconsolidated entities ( 2,745 ) 345 Investment in convertible promissory notes ( 5,000 ) — Acquisition of business, net of cash acquired ( 3,819 ) — Acquisition of property, plant and equipment ( 113,916 ) ( 74,012 ) Proceeds from sale of property, plant and equipment 4,304 — Net cash used in investing activities ( 121,176 ) ( 73,667 ) Cash flows from financing activities: Proceeds from debt 9,450 26,100 Payment of deferred financing costs ( 277 ) ( 1,309 ) Capital contribution from non-controlling interest 562 — Net transfers from Parent, net 111,396 121,573 Net cash provided by financing activities 121,131 146,364 Net (decrease) increase in cash and cash equivalents and restricted cash ( 55,435 ) 14,917 Cash and cash equivalents and restricted cash, beginning of period 301,855 55,421 Cash and cash equivalents and restricted cash, end of period $ 246,420 $ 70,338 Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment $ ( 631 ) $ ( 891 ) Conversion of interests in unconsolidated subsidiaries ( 21,302 ) — Non-cash change in equity method investment ( 144,661 ) ( 21,549 ) See accompanying notes to combined consolidated financial statements. 15 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION Fortress Transportation and Infrastructure Investors LLC (the “Parent” or “FTAI”) consists of an equipment leasing business that owns and leases aviation and offshore equipment and an infrastructure business that owns and operates multiple infrastructure assets further described below. During the third quarter of 2021, the Parent announced that it was proceeding with a plan to spin off its infrastructure business and separate into two distinct, publicly traded companies comprising the infrastructure business (“we”, “us”, “our”, or “FTAI Infrastructure”) and the aviation business. In preparation for the spin off, the Parent established a new holding company, and the infrastructure business was contributed to or merged into the new holding company, which resulted in the infrastructure business being considered the predecessor of the newly formed FTAI Infrastructure Inc. (the “Holding Company”). On August 1, 2022, the Parent executed the spin-off of its infrastructure business by way of a pro-rata distribution of common stock of FTAI Infrastructure Inc. to Parent common shareholders of record as of the close of business on the spin-off transaction record date. In connection with the spin-off transaction, the Parent was treated as the accounting spinnor, consistent with the legal form of the transaction. Following the spin-off, our Holding Company became a separate public company primarily focused on investing in high quality infrastructure and listed on The Nasdaq Global Select Market under the symbol “FIP.” Our Holding Company is headquartered in New York, New York. FTAI Infrastructure owns and operates (i) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (ii) five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (iii) a 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 (“Repauno”), (iv) an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”). Additionally, we own and lease shipping containers (“Containers”) and operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”). We have three reportable segments: (i) Jefferson Terminal, (ii) Ports and Terminals and (iii) Transtar, which operate in the infrastructure sector (see Note 17). 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The accompanying Combined Consolidated Financial Statements were prepared on a standalone basis and have been derived from the consolidated financial statements and accounting records of the Parent. These financial statements reflect the combined consolidated historical results of operations, financial position and cash flows of FTAI Infrastructure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Historically, separate financial statements have not been prepared for FTAI Infrastructure and it has not operated as a standalone business separate from the Parent. The accompanying Combined Consolidated Financial Statements have been prepared from the Parent’s historical accounting records and are presented on a standalone basis as if the operations had been conducted independently from Parent. Accordingly, Parent’s net investment in our operations (Parent company equity) is shown in lieu of stockholders’ equity in the accompanying Combined Consolidated Financial Statements, which include the historical operations, assets, and liabilities comprising FTAI Infrastructure. The historical results of operations, financial position, and cash flows of FTAI Infrastructure represented in the Combined Consolidated Financial Statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position, and cash flows. The Combined Consolidated Financial Statements include certain assets and liabilities that have historically been held by the Parent but are specifically identifiable or otherwise attributable to FTAI Infrastructure. All significant intercompany transactions between Parent and FTAI Infrastructure have been included as components of Net Parent investment in the Combined Consolidated Financial Statements, as they are to be considered effectively settled upon effectiveness of the separation. The Combined Consolidated Financial Statements are presented as if our businesses had been combined for all periods presented. The assets and liabilities in the Combined Consolidated Financial Statements have been reflected on a historical cost basis, as immediately prior to the separation, all of the assets and liabilities presented are owned by the Parent and are being transferred to us at a carry-over basis. Cash and Cash Equivalents —The Cash and Cash Equivalents reflected in the financial statements of FTAI Infrastructure are Cash and Cash Equivalents that were legally held by FTAI Infrastructure during the periods presented in the financial statements and are directly attributed to and used in the operations of the infrastructure business. Debt and the Corresponding Interest Expense — The Debt reflected in the financial statements of FTAI Infrastructure is debt that is directly attributable to, and legally incurred by, FTAI Infrastructure’s business. The corresponding interest expense presented in the financial statements is derived solely from the Debt directly attributed to FTAI Infrastructure. 16 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Corporate Function —The Combined Consolidated Financial Statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses. The Parent is externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), which performs the Parent’s corporate function (“Corporate”), and incurs a variety of expenses including, but not limited to, information technology, accounting, treasury, tax, legal, corporate finance and communications. For purposes of the Combined Consolidated Statements of Operations, an allocation of these expenses is included to reflect our portion of such corporate overhead from the Parent. The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure’s businesses. These allocated costs are recorded in general and administrative, and acquisition and transaction expenses in the Combined Consolidated Statements of Operations. We believe the assumptions regarding allocations of the Parent’s Corporate expenses are reasonable. Nevertheless, the allocations may not be indicative of the actual expense that would have been incurred had FTAI Infrastructure operated as an independent, standalone public entity, nor are they indicative of FTAI Infrastructure’s future expenses. Actual costs that may have been incurred if we had been a standalone company would depend on a number of factors, including the organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. We have entered into an arrangement with the Manager in connection with the separation which has an initial term of six years . The Parent funded our operating and investing activities as needed. Cash transfers to and from the Parent are reflected in the Combined Consolidated Statements of Cash Flows as “Net transfers from Parent”. Refer to Note 16 for additional discussion on corporate costs allocated from the Parent that are included in these Combined Consolidated Financial Statements . Unaudited Interim Financial Information —The accompanying interim Combined Consolidated Balance Sheet as of June 30, 2022, and the Combined Consolidated Statements of Operations, Comprehensive Loss, Changes in Equity and Cash Flows for the three and six months ended June 30, 2022 and 2021 are unaudited. These unaudited interim Combined Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. In the opinion of our management, the unaudited interim Combined Consolidated Financial Statements have been prepared on the same basis as the audited Combined Consolidated Financial Statements and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2022, the results of operations, comprehensive loss, changes in equity and cash flows for the three and six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other period. Principles of Combination —FTAI Infrastructure has elected the principles of Combined Consolidated Financial Statements as basis of presentation due to common ownership and management of the entities, which includes the financial results of the Jefferson Terminal, Transtar, and Ports and Terminals segments, and KRS and FYX, which are included in the Corporate and Other segment. Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from the Parent. Actual results could differ from those estimates. Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars. Variable Interest Entities (“VIE”) — The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. 17 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Delaware River Partners LLC During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98 % economic interest, and a 100 % voting interest in DRP. DRP is solely reliant on us to finance its activities and therefore is a VIE. We concluded that we were the primary beneficiary; and accordingly, DRP has been presented on a consolidated basis in the accompanying Combined Consolidated Financial Statements. Total VIE assets of DRP were $ 331.2 million and $ 316.5 million, and total VIE liabilities of DRP were $ 48.2 million and $ 32.6 million as of June 30, 2022 and December 31, 2021, respectively. Cash and Cash Equivalents — We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents. Restricted Cash — Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 8) and other qualifying construction projects at Jefferson Terminal. Other Current Assets —Other current assets is primarily comprised of deferred financing fees and stock issuance costs of $ 25.7 million and $ — million , commodities inventory of $ 5.9 million and $ 6.8 million, deposits of $ 18.2 million and $ 17.2 million, note receivable of $ 5.0 million and $ 7.5 million, prepaid expenses of $ 20.8 million and $ 17.4 million, and other assets of $ 17.1 million and $ 11.9 million as of June 30, 2022 and December 31, 2021, respectively. 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 2 - 5 years from date of purchase None Construction in progress N/A N/A Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Significant spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service. We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted. We, through our equity method investment in Long Ridge, have a working interest in various natural gas reserves located in southeastern Ohio. Capitalized Interest —The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $ 2.2 million, $ 4.3 million, $ 1.0 million, and $ 3.4 million during the three and six months ended June 30, 2022 and 2021, respectively. Repairs and Maintenance —Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred. Our repairs and maintenance expense were $ 4.0 million, $ 5.4 million, $ 0.8 million, and $ 1.7 million during the three and six months ended June 30, 2022 and 2021, respectively, and are included in Operating expenses in the Combined Consolidated Statements of Operations. 18 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from currently contracted leases and terminal services contracts, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors. 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. The carrying amount of goodwill was approximately $ 262.8 million and $ 257.1 million as of June 30, 2022 and December 31, 2021, respectively. We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A qualitative analysis was not elected for the year ended December 31, 2021. We estimate the fair value of the Jefferson and Transtar reporting units 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, the timing of future cash flows, and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. Due to the acquisition of Transtar in the current year, the estimated fair value of that reporting unit approximates the book value. The Jefferson reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2021. The Jefferson Terminal segment forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products and is subject to obtaining rail capacity for crude, expansion of refined product distribution to Mexico and movements in future oil spreads. At October 1, 2021, approximately 4.3 million barrels of storage was currently operational with 1.9 million barrels currently under construction for new contracts which will complete our storage development for our main terminal. Our discount rate for our 2021 goodwill impairment analysis was 9.0 % and our assumed terminal growth rate was 2.0 %. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal segment to continue to generate positive Adjusted EBITDA in future years. Although certain of our anticipated contracts or expected volumes from existing contracts for Jefferson Terminal have been delayed, we continue to believe our projected revenues are achievable. Further delays in executing these contracts or achieving our projections could adversely affect the fair value of the reporting unit. The impact of the COVID-19 global pandemic during 2020 and 2021 negatively affected refining volumes and therefore Jefferson Terminal crude throughput but we have seen the activity starting to normalize and are expected to ramp back to pre-pandemic levels during 2022. Furthermore, we anticipate strengthening macroeconomic demand for storage and the increasing spread between Western Canadian Crude and Western Texas Intermediate as Canadian crude pipeline apportionment increases. Also, as our pipeline connections became fully operational during 2021, we remain positive for the outlook of Jefferson Terminal's earnings potential. There were no impairments of goodwill for the three and six months ended June 30, 2022 and 2021. 19 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Intangibles and amortization —Intangible assets include the value of existing customer relationships acquired in connection with the acquisition of Jefferson Terminal and Transtar. Customer relationship intangible assets are amortized on a straight-line basis over their useful lives as the pattern in which the asset’s economic benefits are consumed cannot reliably be determined. Customer relationship intangible assets have useful lives ranging from 5 to 15 years, no estimated residual value, and amortization is recorded as a component of Depreciation and amortization in the Combined Consolidated Statements of Operations. The weighted-average remaining amortization period for customer relationships was 151 months and 154 months as of June 30, 2022 and December 31, 2021, respectively. Deferred Financing Costs —Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans . Unamortized deferred financing costs of $ 20.1 million and $ 21.5 million as of June 30, 2022 and December 31, 2021, respectively, are included in Debt, net in the Combined Consolidated Balance Sheets. Amortization expense was $ 0.9 million, $ 1.7 million, $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2022 and 2021, respectively, and is included in Interest expense in the Combined Consolidated Statements of Operations. Other Assets —Other Assets primarily consists of $ 10.0 million of note receivable as of both June 30, 2022 and December 31, 2021 from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources. Accounts Payable and Accrued Liabilities —Accounts payable and accrued liabilities primarily include payables relating to construction projects, interline payables to other railroads, accrued compensation and interest. Other Current Liabilities —Other current liabilities primarily include environmental liabilities of $ 4.1 million and $ 4.1 million, and insurance premium liabilities of $ 2.8 million and $ 1.7 million as of June 30, 2022 and December 31, 2021, respectively. Terminal Services Revenues —Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues —Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income —Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Other Revenue —Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis. Additionally, other revenue consists of revenue related to derivative trading activities. See Commodity Derivatives below for additional information. Other revenue also includes revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. 20 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Payment terms for Revenues are generally short term in nature. Leasing Arrangements — At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities in our Combined Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Combined Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets , for both operating and finance leases , are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets, and lease liabilities and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred . Concentration of Credit Risk —We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 11 % and 10 % of our revenue for the three and six months ended June 30, 2022 from one customer in the Jefferson Terminal segment, respectively. Additionally, for the three months ended June 30, 2022, one customer from the Ports and Terminal segment accounted for 21 % of our revenue. For the three months ended June 30, 2021, we earned 33 %, 21 %, and 16 % of our revenues from three customers in the Jefferson Terminal segment. For the six months ended June 30, 2021, we earned 26 %, 16 %, and 13 % of our revenues from three customers in the Jefferson Terminal segment. During the three and six months ended June 30, 2022, one customer in the Transtar segment accounted for approximately 54 % and 61 % of total revenue, respectively. As of June 30, 2022, accounts receivable from three customers from the Jefferson Terminal, Ports and Terminals, and Transtar segments represented 59 % of total accounts receivable, net. As of December 31, 2021, accounts receivable from two customers from the Jefferson Terminal and Transtar segments represented 48 % of total accounts receivable, net. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. Allowance for Doubtful Accounts — We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging. Expense Recognition —Expenses are recognized on an accrual basis as incurred. Acquisition and Transaction expenses —Acquisition and transaction expense is comprised of costs related to business combinations, dispositions and terminated deal costs related to asset acquisitions, including advisory, legal, accounting, valuation and other professional or consulting fees. Comprehensive Income (Loss) — Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Our comprehensive income (loss) represents net income (loss), as presented in the Combined Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income related to cash flow hedges of our equity method investees and pension and other postretirement benefits. Derivative Financial Instruments Electricity Derivatives — Through our equity method investment in Long Ridge, we enter into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price. Cash Flow Hedges 21 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Certain of these derivative instruments are designated and qualify as cash flow hedges. Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees, net in our Combined Consolidated Statements of Comprehensive Loss and recorded in Accumulated other comprehensive income in our Combined Consolidated Balance Sheets. The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Combined Consolidated Statements of Cash Flows. Derivatives Not Designated As Hedging Instruments Certain of these derivative instruments are not designated as hedging instruments for accounting purposes. Our share of the change in fair value of these contracts is recognized in Equity in earnings (losses) in unconsolidated entities in the Combined Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses (earnings) in unconsolidated entities in our Combined Consolidated Statements of Cash Flows. Commodity Derivatives — Depending on market conditions, we enter into short-term forward purchase and sales contracts for butane. Gains and losses related to our butane derivatives are recorded on a net basis and are included in Other revenue in our Combined Consolidated Statements of Operations, as these contracts are considered part of central operating activities. The cash flow impact of these derivatives is recognized in Change in fair value of non-hedge derivatives in our Combined Consolidated Statements of Cash Flows. We record all derivative assets on a gross basis at fair value, which are included in Other current assets, in our Combined Consolidated Balance Sheets. Income Taxes —The income tax provision in the Combined Consolidated Financial Statements was prepared on a separate return method. Income earned by our corporate subsidiaries for the infrastructure businesses is subject to U.S. federal and state income taxation and is taxed at the currently enacted rates. Following the spin-off, all of our income is subject to a corporate level of taxation. We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. Each of our combined entities files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Combined Consolidated Statements of Operations. Pension and Other Postretirement Benefits —We have obligations for a pension and a postretirement benefit plan in connection with the acquisition of Transtar for certain eligible Transtar employees. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 14 for additional discussion on the pension and postretirement plans. Recent Accounting Pronouncements — In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments . This ASU requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if (i) the lease would have been classified as a sales-type lease or a direct financing lease under Topic 842 and (ii) the lessor would have otherwise recognized a day-one loss. This standard is effective for all reporting periods beginning after December 15, 2021. We adopted this guidance in the first quarter of 2022, which did not have a material impact on our Combined Consolidated Financial Statements. 3. ACQUISITION OF TRANSTAR, LLC On July 28, 2021, we completed the acquisition for 100 % of the equity interests of Transtar, LLC (“Transtar”) from United States Steel Corporation (“USS”) for total cash consideration of $ 636.0 million. Transtar is comprised of five freight railroads and one switching company, of which two railroads are connected to USS’s largest production facilities. We also entered into an exclusive rail partnership with USS, under which we will provide rail service to USS for an initial term of 15 years with minimum volume commitments for the first five years . Transtar operates as a separate reportable segment. See Note 17 for additional information. The results of operations at Transtar have been included in the Combined Consolidated Statements of Operations as of the effective date of the acquisition. In connection with the acquisition, we recorded $ 2.4 million and $ 3.0 million of acquisition and transaction expense during the three and six months ended June 30, 2021, respectively. 22 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The Parent funded the transaction with bridge loans in an aggregate principal amount of $ 650 million. In September 2021, the Parent issued new equity and debt and repaid in full the bridge loans. In accordance with ASC 805, Business Combinations , the following fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions. The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available. The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses. The final valuation and related allocation of the purchase price is subject to change as additional information is received and will be completed no later than 12 months after the closing date. Such adjustments are not expected to be material. The following table summarizes the preliminary allocation of the purchase price, as presented in our Combined Consolidated Balance Sheets: Fair value of assets acquired: Cash and cash equivalents $ 8,918 Accounts receivable 18,625 Operating lease right-of-use assets 12,231 Property, plant and equipment 488,233 Intangible assets 60,000 Other assets 17,052 Total assets 605,059 Fair value of liabilities assumed: Accounts payable and accrued liabilities 47,010 Operating lease liabilities 10,689 Pension and other postretirement benefits (1) 37,552 Other liabilities 8,487 Total liabilities 103,738 Goodwill (2) 134,687 Total purchase consideration $ 636,008 ________________________________________________________ (1) Included in Other liabilities in the Combined Consolidated Balance Sheets. (2) Goodwill is primarily attributable to the assembled workforce of Transtar and the synergies expected to be achieved. This goodwill is assigned to the new Transtar segment and is tax deductible for income tax purposes. The following table presents the identifiable intangible assets and their estimated useful lives: Estimated useful life in years Fair value Customer relationships 15 $ 60,000 Total $ 60,000 The following table presents the property, plant and equipment and their estimated remaining useful lives: 23 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Estimated remaining useful life in years Fair value Railcars and locomotives 1 - 40 $ 111,359 Track and track related assets 1 - 40 90,904 Land, site improvements and rights N/A 87,450 Bridges and tunnels 15 - 55 174,183 Buildings and improvements 3 - 25 12,448 Railroad equipment 2 - 15 2,725 Terminal machinery and equipment 2 - 15 3,325 Vehicles 2 - 5 3,740 Construction in progress N/A 1,928 Computer hardware and software 2 - 5 171 Total $ 488,233 The unaudited financial information in the table below summarizes the combined results of operations of FTAI Infrastructure and Transtar on a pro forma basis, as though the companies had been combined as of January 1, 2020. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following: • The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired; • Impacts of debt financing, including interest for debt issued and amortization of deferred financing costs; • The exclusion of acquisition-related costs incurred during the year ended December 31, 2021 and allocation of substantially all acquisition-related costs to the year ended December 31, 2020; and • Associated tax-related impacts of adjustments. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2020. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Total revenue $ 49,980 $ 105,158 Net loss attributable to Parent ( 13,362 ) ( 12,486 ) 4. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: June 30, 2022 December 31, 2021 Leasing equipment $ 44,179 $ 44,179 Less: Accumulated depreciation ( 8,720 ) ( 8,167 ) Leasing equipment, net $ 35,459 $ 36,012 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Depreciation expense for leasing equipment $ 276 $ 276 $ 552 $ 552 24 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: June 30, 2022 December 31, 2021 Land, site improvements and rights $ 168,786 $ 149,914 Construction in progress 202,020 118,081 Bridges and tunnels 174,155 174,889 Buildings and improvements 19,297 19,164 Terminal machinery and equipment 972,123 962,552 Track and track related assets 100,067 100,014 Railroad equipment 8,364 8,331 Railcars and locomotives 105,614 111,574 Computer hardware and software 10,635 5,335 Furniture and fixtures 1,745 1,745 Other 10,245 10,016 1,773,051 1,661,615 Less: Accumulated depreciation ( 174,069 ) ( 144,021 ) Property, plant and equipment, net $ 1,598,982 $ 1,517,594 During the six months ended June 30, 2022, we added property, plant and equipment of $ 111.4 million, which primarily consisted of assets terminal machinery, equipment placed in service or land under development at Jefferson Terminal. Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Depreciation expense $ 15,158 $ 10,521 $ 30,003 $ 19,440 6. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage June 30, 2022 December 31, 2021 Intermodal Finance I, Ltd. Equity method 51 % $ — $ — Long Ridge Terminal LLC (1) Equity method 50 % — — FYX Trust Holdco LLC (2) Equity at December 31, 2021 65 % and 14 % as of June 30, 2022 and December 31, 2021, respectively (2) — 1,255 GM-FTAI Holdco LLC Equity method See below 72,475 52,295 Clean Planet Energy USA LLC Equity method 50 % 4,430 858 $ 76,905 $ 54,408 ________________________________________________________ (1) The carrying value of $ 188.0 million and $ 17.5 million as of June 30, 2022 and December 31, 2021 is included in Other liabilities in the Combined Consolidated Balance Sheets. (2) See “Equity Investments - FYX Holdco LLC” below for additional information regarding the FYX Trust Holdco LLC acquisition in May 2022. We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2022 and 2021. 25 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table presents our proportionate share of equity in (losses) income: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Intermodal Finance I, Ltd. $ 44 $ 204 $ 88 $ 376 Long Ridge Terminal LLC ( 12,971 ) ( 7,015 ) ( 34,352 ) ( 7,640 ) GM-FTAI Holdco LLC ( 688 ) — ( 1,121 ) — Clean Planet Energy USA LLC ( 244 ) — ( 517 ) — Total $ ( 13,859 ) $ ( 6,811 ) $ ( 35,902 ) $ ( 7,264 ) Equity Method Investments Intermodal Finance I, Ltd. In 2012, we acquired a 51 % non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49 % equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met. As of June 30, 2022, Intermodal owns a portfolio of approximately 500 shipping containers subject to multiple operating leases. Long Ridge Terminal LLC In December 2019, Ohio River Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out. 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. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge. 26 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The tables below present summarized financial information for Long Ridge Terminal LLC: June 30, 2022 December 31, 2021 Balance Sheet Assets Current assets: Cash and cash equivalents $ 2,470 $ 2,932 Restricted cash 25,096 32,469 Accounts receivable 24,876 17,896 Other current assets 8,089 8,857 Total current assets 60,531 62,154 Property plant & equipment 788,215 764,607 Intangible assets 4,750 4,940 Goodwill 89,390 89,390 Other assets 8,886 5,584 Total assets $ 951,772 $ 926,675 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 46,338 $ 16,121 Debt, net 4,433 — Derivative liabilities 183,555 47,369 Other current liabilities 148 257 Total current liabilities 234,474 63,747 Debt, net 601,741 604,261 Derivative liabilities 488,022 291,664 Other liabilities 2,831 1,989 Total liabilities 1,327,068 961,661 Members' Equity Shareholders' equity ( 272,779 ) ( 1,035 ) Accumulated deficit ( 102,517 ) ( 33,951 ) Total members' equity ( 375,296 ) ( 34,986 ) Total liabilities and members' equity $ 951,772 $ 926,675 Three Months Ended June 30, Six Months Ended June 30, Income Statement 2022 2021 2022 2021 Total revenue $ 19,801 $ 8,849 $ 15,043 $ 17,270 Expenses Operating expenses 19,909 6,715 32,356 10,987 Depreciation and amortization 12,454 3,683 24,998 7,436 Interest expense 13,181 627 26,042 946 Total expenses 45,544 11,025 83,396 19,369 Total other expense ( 149 ) ( 11,825 ) ( 213 ) ( 8,826 ) Net loss $ ( 25,892 ) $ ( 14,001 ) $ ( 68,566 ) $ ( 10,925 ) 27 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) GM-FTAI Holdco LLC In September 2021, we 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 100 % interest in Gladieux Metals Recycling (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR 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 GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1 % and 50 % economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC. On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20 % interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5 % of additional interest in Class A shares. At June 30, 2022 as a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon. Clean Planet Energy USA LLC In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“CPE”) with an initial investment of $ 1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil. We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares. Equity Investments FYX Trust Holdco LLC In July 2020, we invested $ 1.3 million for a 14 % interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. FYX Trust Holdco LLC (“FYX”) has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill roadside repair services. In May 2022, we purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in our ownership of a majority stake in the entity. From the purchase date in May 2022 through and as of June 30, 2022, FYX is presented on a consolidated basis in the Combined Consolidated Statement of Operations and the Combined Consolidated Balance Sheets. $ 4.2 million is recorded as non-controlling interest for interest held by other parties at June 30, 2022. At the purchase date, assets of FYX were $ 13.7 million, liabilities were $ 10.1 million, and goodwill of $ 5.4 million was recorded. Since purchase, we have recorded total revenue from FYX of $ 10.1 million and net loss from FYX of $ 0.4 million. 7. INTANGIBLE ASSETS, NET Intangible assets, net are summarized as follows: June 30, 2022 Jefferson Terminal Transtar Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 27,814 ) ( 3,722 ) ( 31,536 ) Intangible assets, net $ 7,699 $ 56,278 $ 63,977 December 31, 2021 Jefferson Terminal Transtar Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 26,038 ) ( 1,738 ) ( 27,776 ) Intangible assets, net $ 9,475 $ 58,262 $ 67,737 28 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Amortization of intangible assets is as follows: Classification in Combined Consolidated Statements of Operations Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Customer relationships Depreciation and amortization $ 1,885 $ 889 $ 3,760 $ 1,777 As of June 30, 2022, estimated net annual amortization of intangibles is as follows: Remainder of 2022 $ 3,776 2023 7,551 2024 6,131 2025 4,000 2026 4,000 Thereafter 38,519 Total $ 63,977 29 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 8. DEBT, NET Our debt, net is summarized as follows: June 30, 2022 December 31, 2021 Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings Loans payable DRP Revolver (1) $ 25,000 (i) Base Rate + 2.75 %; or (ii) Base Rate + 3.75 % (Eurodollar) 11/5/24 $ 25,000 EB-5 Loan Agreement 35,550 5.75 % 1/25/26 26,100 Total loans payable 60,550 51,100 Bonds payable Series 2020 Bonds 263,980 (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (iii) Taxable Series 2020B Bonds: 6.00 % (i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25 263,980 Series 2021 Bonds 425,000 (i) Series 2021A Bonds: 1.875 % to 3.000 % (ii) Series 2021B Bonds: 4.100 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 425,000 Total bonds payable 688,980 688,980 Debt 749,530 740,080 Less: Debt issuance costs ( 20,120 ) ( 21,456 ) Total debt, net $ 729,410 $ 718,624 Total debt due within one year $ — $ — ________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 1.00 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. We were in compliance with all debt covenants as of June 30, 2022. 9. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). 30 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth our financial assets measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of June 30, 2022 June 30, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 68,469 $ 68,469 $ — $ — Market Restricted cash 177,951 177,951 — — Market Derivative assets 748 — 748 — Income Total assets $ 247,168 $ 246,420 $ 748 $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2021 December 31, 2021 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 49,872 $ 49,872 $ — $ — Market Restricted cash 251,983 251,983 — — Market Derivative assets 2,220 — 2,220 — Income Total $ 304,075 $ 301,855 $ 2,220 $ — Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy. The fair value of our commodity derivative assets are classified as Level 2 measurements are estimated by applying the income and market approaches, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations. Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, loans payable, and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles. The fair value of our bonds and notes payable reported as debt, net in the Combined Consolidated Balance Sheets are presented in the table below: June 30, 2022 December 31, 2021 Series 2020 A Bonds (1) $ 143,857 $ 189,773 Series 2020 B Bonds (1) 80,014 81,637 Series 2021 A Bonds (1) 161,095 222,023 Series 2021 B Bonds (1) 177,616 194,278 ________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. The fair value of all other items reported as debt, net in the Combined Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy. We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses. 31 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 10. DERIVATIVE FINANCIAL INSTRUMENTS Commodity Derivatives Depending on market conditions, Repauno enters into forward purchase and sales contracts for butane. These derivatives are short-term in nature and are used for trading purposes and classified as Level 2 derivatives. The following table presents information related to our butane derivative contracts: June 30, 2022 December 31, 2021 Notional Amount (BBL in thousands) 1,432 244 Fair Value of Assets (1) $ 748 $ 2,220 Remaining term 1 to 9 months 1 to 3 months ________________________________________________________ (1) Included in Other assets in the Combined Consolidated Balance Sheets. 11. REVENUES We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. Three Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Lease income $ 314 $ — $ 553 $ — $ 867 Rail revenues — — 37,507 — 37,507 Terminal services revenues 14,214 13 — — 14,227 Other revenue — 1,627 — 11,640 13,267 Total revenues $ 14,528 $ 1,640 $ 38,060 $ 11,640 $ 65,868 Three Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Lease income $ 432 $ — $ — $ — $ 432 Terminal services revenues 11,095 25 — — 11,120 Other revenue — 2,318 — 1,474 3,792 Total revenues $ 11,527 $ 2,343 $ — $ 1,474 $ 15,344 Six Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Lease income $ 666 $ — $ 1,041 $ — $ 1,707 Rail revenues — 86 71,089 — 71,175 Terminal services revenues 26,908 103 — — 27,011 Other revenue — ( 535 ) — 12,658 12,123 Total revenues $ 27,574 $ ( 346 ) $ 72,130 $ 12,658 $ 112,016 32 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Six Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Lease income $ 862 $ — $ — $ — $ 862 Terminal services revenues 21,384 157 — — 21,541 Other revenue — 10,283 — 3,200 13,483 Total revenues $ 22,246 $ 10,440 $ — $ 3,200 $ 35,886 Presented below are the contracted minimum future annual revenues to be received under existing operating leases across several market sectors as of June 30, 2022: Operating Leases Remainder of 2022 $ 6,173 2023 4,168 2024 459 2025 459 2026 421 Thereafter — Total $ 11,680 12. LEASES We have commitments as lessees under lease arrangements primarily for real estate, equipment and vehicles. Our leases have remaining lease terms ranging from approximately one month to 40 years. The following table presents lease related costs: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Finance leases Amortization of right-of-use assets $ 222 $ — $ 431 $ — Interest on lease liabilities 14 — 29 — Finance lease expense 236 — 460 — Operating lease expense 1,627 1,257 3,420 2,397 Short-term lease expense 721 328 1,112 375 Variable lease expense 717 426 1,582 637 Total lease expense $ 3,301 $ 2,011 $ 6,574 $ 3,409 33 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table presents information related to our operating leases as of and for the six months ended June 30, 2022: Right-of-use assets, net $ 70,148 Lease liabilities 69,139 Weighted average remaining lease term 34.8 years Weighted average incremental borrowing rate 5.7 % Cash paid for amounts included in the measurement of operating lease liabilities $ 3,505 The following table presents future minimum lease payments under non-cancellable operating leases as of June 30, 2022: Remainder of 2022 $ 3,544 2023 6,747 2024 6,176 2025 5,854 2026 5,256 Thereafter 142,878 Total undiscounted lease payments 170,455 Less: Imputed interest 101,316 Total lease liabilities $ 69,139 13. EQUITY-BASED COMPENSATION Some of our subsidiaries provide an equity-based incentive plan for eligible employees. The following table presents our stock-based compensation expense recognized in the Combined Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years) 2022 2021 2022 2021 Restricted Shares $ 538 $ 1,270 $ 1,076 $ 2,111 $ 2,655 0.8 years Common Units 418 169 589 442 4,227 1.2 years Total $ 956 $ 1,439 $ 1,665 $ 2,553 $ 6,882 Common Units During the six months ended June 30, 2022, we issued common units of our subsidiary that had a grant date fair value of $ 1.9 million and vest over three years . These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. Additionally, during the six months ended June 30, 2022, we issued separate common units of our subsidiary that had a grant date fair value of $ 1.9 million and vest over three years . These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. 34 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 14. RETIREMENT BENEFIT PLANS In connection with the acquisition of Transtar, we established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees. Defined Benefit Pensions Our partially funded pension plan is a tax qualified plan. Our pension plan covers certain eligible Transtar employees. These plans are noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. Postretirement Benefits Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. The following table summarizes our retirement benefit plan costs for the three and six months ended June 30, 2022. Service costs and interest costs are recorded in Operating expenses and Other (expense) income, respectively, in the Combined Consolidated Statements of Operations. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 438 $ 538 $ 876 $ 1,075 Interest costs 74 225 148 450 Total $ 512 $ 763 $ 1,024 $ 1,525 The total amount of employer contributions paid for the six months ended June 30, 2022 was $ 0.3 million, and the expected remaining scheduled employer contributions for the year ending December 31, 2022 is $ 1.2 million. 15. INCOME TAXES The current and deferred components of the income tax benefit included in the Combined Consolidated Statements of Operations are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Current: Federal $ 62 $ 1 $ 62 $ 1 State and local 71 60 142 116 Foreign — — — — Total current provision 133 61 204 117 Deferred: Federal 1,549 ( 774 ) 2,607 ( 1,236 ) State and local 265 — 720 — Foreign — ( 2 ) — ( 2 ) Total deferred provision 1,814 ( 776 ) 3,327 ( 1,238 ) Provision for income taxes $ 1,947 $ ( 715 ) $ 3,531 $ ( 1,121 ) Prior to the spin-off, we were taxed as a disregarded entity for U.S. federal income tax purposes and our taxable income or loss generated was the responsibility of our Parent, except as related to certain wholly owned corporate subsidiaries of the infrastructure business. Taxable income or loss generated by us following the spin-off and by our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. Our effective tax rate differs from the U.S. federal tax rate of 21% primarily due to valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries. As of and for the six months ended June 30, 2022, we had not established a liability for uncertain tax positions as no such positions existed. In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S. federal, state, local and foreign income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to 2018. We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of June 30, 2022. 35 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 16. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS The Parent, and FTAI Infrastructure as a part of the Parent as of June 30, 2022, are externally managed by the Manager. The Manager is paid annual fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. In May 2015, in connection with the Parent’s initial public offering (“IPO”), the Parent and the Manager entered into the Management Agreement. Additionally, the Parent has entered into certain incentive allocation arrangements with Fortress Worldwide Transportation and Infrastructure Master GP LLC (the “Master GP”). The Manager is entitled to a management fee, incentive allocations (comprised of Income Incentive Allocation and Capital Gains Incentive Allocation described below) and reimbursement of certain expenses. The management fee is determined by taking the average value of total equity (excluding non-controlling interests) of the Parent determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash. The income incentive allocation is calculated and distributable quarterly in arrears based on the pre-incentive allocation net income for the immediately preceding calendar quarter (the “Income Incentive Allocation”). For this purpose, pre-incentive allocation net income means, with respect to a calendar quarter, net income attributable to shareholders during such quarter calculated in accordance with U.S. GAAP excluding the Parent’s pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors. Pre-incentive allocation net income does not include any Income Incentive Allocation or Capital Gains Incentive Allocation (described below) paid to the Master GP during the relevant quarter. The Master GP is entitled to an Income Incentive Allocation with respect to its pre-incentive allocation net income in each calendar quarter as follows: (1) no Income Incentive Allocation in any calendar quarter in which pre-incentive allocation net income, expressed as a rate of return on the average value of the Parent’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive allocation net income of the Parent with respect to that portion of such pre-incentive allocation net income, if any, that is equal to or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of the amount of pre-incentive allocation net income of the Parent, if any, that exceeds 2.2223 % for such quarter. These calculations will be prorated for any period of less than three months. Capital Gains Incentive Allocation is calculated and distributable in arrears as of the end of each calendar year and is equal to 10 % of the Parent’s pro rata share of cumulative realized gains from the date of the Parent’s IPO through the end of the applicable calendar year, net of the Parent’s pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Allocation payments were made to the Master GP. A portion of the management fee, income incentive allocation, and capital gains incentive allocation that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Combined Consolidated Statement of Operations. These amounts are allocated on the following basis: Management fee —Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these combined consolidated financial statements. Income Incentive Allocation and Capital Gains Incentive Allocation —The Income Incentive Allocation and Capital Gains Incentive Allocation are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period. The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these Combined Consolidated Financial Statements: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Management fees $ 3,065 $ 3,817 $ 7,226 $ 7,415 Income incentive allocation — — — — Capital gains incentive allocation — — — — Total $ 3,065 $ 3,817 $ 7,226 $ 7,415 36 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The Parent pays all of its operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by the Parent include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Parent’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Parent (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Parent, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the Parent’s shareholders, costs incurred by the Manager or its affiliates for travel on the Parent’s behalf, costs associated with any computer software or hardware that is used by the Parent, costs to obtain liability insurance to indemnify the Parent’s directors and officers and the compensation and expenses of the Parent’s transfer agent. The Parent will pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses. A portion of the Parent’s reimbursement to the Manager is allocated to FTAI Infrastructure based on an estimate of time incurred by certain of the Manager’s employees on activities related to our operations. A portion of these reimbursable expenses that the Parent paid to the Manager and are attributable to FTAI Infrastructure are included in the Combined Consolidated Financial Statements as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Classification in the Combined Consolidated Statements of Operations: General and administrative $ 1,098 $ 785 $ 2,228 $ 1,915 Acquisition and transaction expenses 438 2,626 850 3,038 Total $ 1,536 $ 3,411 $ 3,078 $ 4,953 If the Parent terminates the Management Agreement, the Parent will generally be required to pay the Manager a termination fee. The termination fee is equal to the amount of the management fee during the 12 months immediately preceding the date of the termination. In addition, an Incentive Allocation Fair Value Amount will be distributable to the Master GP if the Master GP is removed due to the termination of the Management Agreement in certain specified circumstances. The Incentive Allocation Fair Value Amount is an amount equal to the Income Incentive Allocation and the Capital Gains Incentive Allocation that would be paid to the Master GP if the Parent's assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of the Parent’s common shares or other equity securities (including securities issued as consideration in an acquisition), the Parent grants the Manager options to purchase common shares in an amount equal to 10 % of the number of common shares being sold in the offering (or if the issuance relates to equity securities other than our common shares, options to purchase a number of common shares equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of a common share as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a common share as of the date of the equity issuance if it relates to equity securities other than our common shares). Any ultimate purchaser of common shares for which such options are granted may be an affiliate of Fortress. The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Combined Consolidated Balance Sheets: June 30, 2022 December 31, 2021 Accrued management fees $ 929 $ 1,495 Other payables 510 1,075 As of June 30, 2022 and December 31, 2021, there were no receivables from the Manager. Other Affiliate Transactions As of June 30, 2022 and December 31, 2021, affiliates of our Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the Combined Consolidated Financial Statements. The carrying amount of this non-controlling interest at June 30, 2022 and December 31, 2021 was $( 24.3 ) million and $( 9.1 ) million, respectively. 37 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table presents the amount of this non-controlling interest share of net loss: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Non-controlling interest share of net loss $ ( 8,135 ) $ ( 6,538 ) $ ( 15,271 ) $ ( 11,554 ) In July 2020, we purchased a 14 % interest in FYX from an affiliate of our Manager, which retained a non-controlling interest in FYX subsequent to the transaction. In May 2022, we purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in our ownership of a majority stake in the entity. From the purchase date in May 2022 through and as of June 30, 2022, FYX is presented on a consolidated basis in the Combined Consolidated Statement of Operations and the Combined Consolidated Balance Sheet. Additionally, other investors in FYX are also affiliates of our Manager. 17. SEGMENT INFORMATION Our reportable segments represent strategic business units comprised of investments in different types of transportation and infrastructure assets. We have three reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Jefferson Terminal, (ii) Ports and Terminals and (iii) Transtar. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal and other related assets. The Ports and Terminals segment consists of Repauno, which is 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, and an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal port located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Transtar segment is comprised of five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities. Corporate and Other primarily consists of corporate general and administrative expenses and management fees, all allocated from the Parent. Additionally, Corporate and Other includes (i) Containers, (ii) investments in Aleon, GMR, and CPE, (iii) a note receivable from CarbonFree (iv) KRS, and (v) an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) attributable to Parent from continuing operations, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, and interest expense, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA. We believe that net income (loss) attributable to Parent, as defined by U.S. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to Parent as determined in accordance with U.S. GAAP. 38 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth certain information for each reportable segment: I. For the Three Months Ended June 30, 2022 Three Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Total revenues $ 14,528 $ 1,640 $ 38,060 $ 11,640 $ 65,868 Expenses Operating expenses 14,261 4,283 19,197 11,488 49,229 General and administrative — — — 2,498 2,498 Acquisition and transaction expenses — — 149 8,723 8,872 Management fees and incentive allocation to affiliate — — — 3,065 3,065 Depreciation and amortization 9,739 2,376 4,696 508 17,319 Total expenses 24,000 6,659 24,042 26,282 80,983 Other income (expense) Equity in losses of unconsolidated entities — ( 12,971 ) — ( 888 ) ( 13,859 ) Interest expense ( 6,127 ) ( 341 ) ( 15 ) ( 3 ) ( 6,486 ) Other (expense) income ( 1,291 ) — ( 305 ) 1,043 ( 553 ) Total other (expense) income ( 7,418 ) ( 13,312 ) ( 320 ) 152 ( 20,898 ) (Loss) income before income taxes ( 16,890 ) ( 18,331 ) 13,698 ( 14,490 ) ( 36,013 ) Provision for income taxes 68 — 1,818 61 1,947 Net (loss) income ( 16,958 ) ( 18,331 ) 11,880 ( 14,551 ) ( 37,960 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 8,135 ) ( 320 ) — ( 25 ) ( 8,480 ) Net (loss) income attributable to Parent $ ( 8,823 ) $ ( 18,011 ) $ 11,880 $ ( 14,526 ) $ ( 29,480 ) 39 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Parent: Three Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 4,158 $ 3,675 $ 18,826 $ ( 5,105 ) $ 21,554 Add: Non-controlling share of Adjusted EBITDA 3,716 Add: Equity in losses of unconsolidated entities ( 13,859 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 6,825 ) Less: Interest expense ( 6,486 ) Less: Depreciation and amortization expense ( 17,319 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 1,514 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 8,872 ) Less: Equity-based compensation expense ( 956 ) Less: Provision for income taxes ( 1,947 ) Net loss attributable to Parent $ ( 29,480 ) 40 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. For the Six Months Ended June 30, 2022 Six Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Total revenues $ 27,574 $ ( 346 ) $ 72,130 $ 12,658 $ 112,016 Expenses Operating expenses 27,384 8,166 38,260 13,487 87,297 General and administrative — — — 4,928 4,928 Acquisition and transaction expenses — — 355 12,753 13,108 Management fees and incentive allocation to affiliate — — — 7,226 7,226 Depreciation and amortization 19,439 4,745 9,455 676 34,315 Total expenses 46,823 12,911 48,070 39,070 146,874 Other income (expense) Equity in losses of unconsolidated entities — ( 34,352 ) — ( 1,550 ) ( 35,902 ) Interest expense ( 12,237 ) ( 628 ) ( 75 ) ( 5 ) ( 12,945 ) Other (expense) income ( 1,390 ) — ( 665 ) 1,043 ( 1,012 ) Total other expense ( 13,627 ) ( 34,980 ) ( 740 ) ( 512 ) ( 49,859 ) (Loss) income before income taxes ( 32,876 ) ( 48,237 ) 23,320 ( 26,924 ) ( 84,717 ) Provision for income taxes 137 — 3,333 61 3,531 Net (loss) income ( 33,013 ) ( 48,237 ) 19,987 ( 26,985 ) ( 88,248 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 15,271 ) ( 650 ) — ( 25 ) ( 15,946 ) Net (loss) income attributable to Parent $ ( 17,742 ) $ ( 47,587 ) $ 19,987 $ ( 26,960 ) $ ( 72,302 ) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Parent: Six Months Ended June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 7,964 $ 5,044 $ 33,473 $ ( 13,365 ) $ 33,116 Add: Non-controlling share of Adjusted EBITDA 7,532 Add: Equity in losses of unconsolidated entities ( 35,902 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 12,232 ) Less: Interest expense ( 12,945 ) Less: Depreciation and amortization expense ( 34,315 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 748 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 13,108 ) Less: Equity-based compensation expense ( 1,665 ) Less: Benefit from income taxes ( 3,531 ) Net loss attributable to Parent $ ( 72,302 ) 41 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III. For the Three Months Ended June 30, 2021 Three Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Total revenues $ 11,527 $ 2,343 $ — $ 1,474 $ 15,344 Expenses Operating expenses 11,777 3,828 — 1,704 17,309 General and administrative — — — 1,631 1,631 Acquisition and transaction expenses — — — 2,560 2,560 Management fees and incentive allocation to affiliate — — — 3,817 3,817 Depreciation and amortization 9,315 2,216 — 155 11,686 Total expenses 21,092 6,044 — 9,867 37,003 Other income Equity in (losses) earnings of unconsolidated entities — ( 9,183 ) — 2,372 ( 6,811 ) Gain on sale of assets, net — 16 — — 16 Interest expense ( 3,213 ) ( 295 ) — ( 21 ) ( 3,529 ) Other (expense) income ( 886 ) 91 — 3 ( 792 ) Total other (expense) income ( 4,099 ) ( 9,371 ) — 2,354 ( 11,116 ) Loss before income taxes ( 13,664 ) ( 13,072 ) — ( 6,039 ) ( 32,775 ) Provision for (benefit from) income taxes 59 ( 774 ) — — ( 715 ) Net loss ( 13,723 ) ( 12,298 ) — ( 6,039 ) ( 32,060 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 6,538 ) ( 87 ) — — ( 6,625 ) Net loss attributable to Parent $ ( 7,185 ) $ ( 12,211 ) $ — $ ( 6,039 ) $ ( 25,435 ) 42 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Parent: Three Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 3,555 $ 375 $ — $ ( 5,696 ) $ ( 1,766 ) Add: Non-controlling share of Adjusted EBITDA 3,257 Add: Equity in income of unconsolidated entities ( 6,811 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 225 ) Less: Interest expense ( 3,529 ) Less: Depreciation and amortization expense ( 11,686 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments ( 1,391 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 2,560 ) Less: Equity-based compensation expense ( 1,439 ) Less: Provision for income taxes 715 Net loss attributable to Parent $ ( 25,435 ) 43 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) IV. For the Six Months Ended June 30, 2021 Six Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Revenues Total revenues $ 22,246 $ 10,439 $ — $ 3,201 $ 35,886 Expenses Operating expenses 23,498 6,930 — 3,690 34,118 General and administrative — — — 3,665 3,665 Acquisition and transaction expenses — — — 3,518 3,518 Management fees and incentive allocation to affiliate — — — 7,415 7,415 Depreciation and amortization 17,033 4,427 — 309 21,769 Total expenses 40,531 11,357 — 18,597 70,485 Other income (expense) Equity in losses (earnings) of unconsolidated entities — ( 7,641 ) — 377 ( 7,264 ) Gain on sale of assets, net — 16 — — 16 Interest expense ( 4,416 ) ( 574 ) — ( 22 ) ( 5,012 ) Other (expense) income ( 705 ) 91 — 3 ( 611 ) Total other (expense) income ( 5,121 ) ( 8,108 ) — 358 ( 12,871 ) Loss before income taxes ( 23,406 ) ( 9,026 ) — ( 15,038 ) ( 47,470 ) Provision for (benefit from) income taxes 115 ( 1,236 ) — — ( 1,121 ) Net loss ( 23,521 ) ( 7,790 ) — ( 15,038 ) ( 46,349 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,554 ) ( 32 ) — — ( 11,586 ) Net loss attributable to Parent $ ( 11,967 ) $ ( 7,758 ) $ — $ ( 15,038 ) $ ( 34,763 ) 44 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Parent: Six Months Ended June 30, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Adjusted EBITDA $ 6,383 $ 507 $ — $ ( 11,532 ) $ ( 4,642 ) Add: Non-controlling share of Adjusted EBITDA 5,286 Add: Equity in losses of unconsolidated entities ( 7,264 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 2,985 ) Less: Interest expense ( 5,012 ) Less: Depreciation and amortization expense ( 21,769 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 6,573 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 3,518 ) Less: Equity-based compensation expense ( 2,553 ) Less: Benefit from income taxes 1,121 Net loss attributable to Parent $ ( 34,763 ) V. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. June 30, 2022 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Current assets $ 236,128 $ 49,734 67,884 $ 73,845 $ 427,591 Non-current assets 1,068,387 282,109 680,326 $ 101,815 2,132,637 Total assets 1,304,515 331,843 748,210 175,660 2,560,228 Debt, net 704,410 25,000 — — 729,410 Current liabilities 72,231 20,826 48,503 33,331 174,891 Non-current liabilities 763,481 216,065 59,758 220 1,039,524 Total liabilities 835,712 236,891 108,261 33,551 1,214,415 Non-controlling interests in equity of consolidated subsidiaries ( 16,799 ) 1,559 268 4,216 ( 10,756 ) Total equity 468,803 94,952 639,949 142,109 1,345,813 Total liabilities and equity $ 1,304,515 $ 331,843 $ 748,210 $ 175,660 $ 2,560,228 45 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) December 31, 2021 Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total Current assets $ 296,753 $ 35,300 $ 71,946 $ 8,985 $ 412,984 Non-current assets 987,678 281,599 690,492 69,548 2,029,317 Total assets 1,284,431 316,899 762,438 78,533 2,442,301 Debt, net 693,624 25,000 — — 718,624 Current liabilities 67,612 5,155 55,832 868 129,467 Non-current liabilities 753,113 45,496 52,100 79 850,788 Total liabilities 820,725 50,651 107,932 947 980,255 Non-controlling interests in equity of consolidated subsidiaries ( 2,604 ) 1,888 — 625 ( 91 ) Total equity 463,706 266,248 654,506 77,586 1,462,046 Total liabilities and equity $ 1,284,431 $ 316,899 $ 762,438 $ 78,533 $ 2,442,301 18. EARNINGS PER SHARE AND EQUITY On August 1, 2022, FTAI distributed one share of FTAI Infrastructure common stock for each FTAI common share held by FTAI shareholders of record as of the record date. As of that date, 99,387,467 shares were distributed. This number of shares is utilized for the calculation of basic and diluted loss per share for all periods presented prior to the spin-off. For the three and six months ended June 30, 2022 and 2021, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the spin-off, it is assumed that there are no dilutive equity instruments as there were no equity awards of FTAI Infrastructure outstanding prior to the spin-off. 19. COMMITMENTS AND CONTINGENCIES In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of c ertain conditions, not to exceed $ 15.0 million. We will account for such amounts when and if such conditions are achieved. The contingency related to $ 5.0 million of the total $ 15.0 million was resolved during the year ended December 31, 2021. The $ 5.0 million payment was included in the cost of the asset acquisition. Jefferson entered into a two-year pipeline capacity agreement for a recently completed pipeline. Under the agreement, which took effect in the second quarter of 2021, Jefferson is obligated to pay fixed marketing fees over the two-year agreement, which totals a minimum of $ 9.2 million for the next twelve months. 20. SUBSEQUENT EVENTS Subscription Agreements On June 30, 2022, our Holding Company and Transtar, LLC, a subsidiary of our Holding Company, entered into subscription agreements with entities affiliated with Ares Management LLC (collectively, the “Subscriber”). Pursuant to the subscription agreement, the Holding Company agreed to sell to the Subscriber (i) 300,000 shares of newly-created Series A Senior Preferred Stock with a par value of $ 0.01 per share, (ii) warrants representing the right to purchase 3,342,566 shares of common stock of the Holding Company, with a par value of $ 0.01 per share, at an exercise price of $ 10.00 per share (as adjusted in accordance with the agreement governing the warrants), and (iii) warrants representing the right to purchase 3,342,566 shares of common stock at an exercise price of $ 0.01 per share, for an aggregate purchase price of $ 300.0 million, net of a discount of $ 9.0 million. Net proceeds were distributed to the Parent. These agreements were not effective until the spin-off, described below, was complete. Senior Secured Notes Offering On July 7, 2022, the Holding Company closed its private offering of $ 450.0 million aggregate principal amount of 10.500 % senior secured notes due 2027, at an issue price equal to 94.585 % of principal. 46 FTAI INFRASTRUCTURE NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) On July 25, 2022, the Holding Company closed its private offering of an additional $ 50.0 million aggregate principal amount of 10.500 % senior secured notes due 2027, at an issue price equal to 94.585 % of principal. The additional notes and the existing $ 450.0 million notes will be treated as a single class for all purposes under that certain indenture dated as of July 7, 2022, as supplemented. Net proceeds were distributed to the Parent. These notes were not effective until the spin-off, described below, was complete. Conversion of Limited Liability Company to Corporation On July 29, 2022, FTAI Infrastructure LLC was converted to a corporation, FTAI Infrastructure Inc., pursuant to the laws of the State of Delaware. Adoption of Management Agreement On July 31, 2022, the Holding Company entered into a management agreement with the Manager, an affiliate of Fortress (the “Management Agreement”), with substantially the same terms as the previously held management agreement between the Parent and the Manager. FTAI Infrastructure Spin-off On August 1, 2022, FTAI completed the spin-off of FTAI Infrastructure Inc., in which FTAI shareholders received one share of common stock of FTAI Infrastructure Inc., par value $ 0.01 per share for every one common share of FTAI held as of the close of business on July 21, 2022, the record date for the separation. Following the distribution, FTAI Infrastructure Inc. became an independent, publicly-traded company with its common stock listed under the symbol “FIP" on The Nasdaq Global Select Market. Manager Options In connection with the spin-off, the Holding Company issued 10.9 million options to the Manager pursuant to the Management Agreement as compensation to the Manager for the successful completion of an offering. Nonqualified Stock Option and Incentive Award Plan On August 1, 2022, the Board of Directors adopted a Nonqualified Stock Option and Incentive Award Plan which provides for the ability to grant 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. As of August 1, 2022, the Plan provides for the issuance of up to 30 million shares of the FTAI Infrastructure Inc.’s common stock. 47