FTAI Infrastructure Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements: Consolidated and Combined Consolidated Financial Statements of FTAI Infrastructure Inc.: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 60 Consolidated and Combined Consolidated Balance Sheets as of December 31, 2022 and 2021 62 Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 63 Consolidated and Combined Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020 64 Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2022, 20 21 and 2020 65 Consolidated and Combined Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 66 Notes to Consolidated and Combined Consolidated Financial Statements 68 59 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of FTAI Infrastructure Inc. Opinion on the Financial Statements We have audited the accompanying consolidated and combined consolidated balance sheets of FTAI Infrastructure Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated and combined consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated and combined consolidated financial statements”). In our opinion, the consolidated and combined consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 8, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated and combined consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the account or disclosure to which it relates. 60 Valuation of Goodwill-Jefferson Terminal Reporting Unit Description of the Matter At December 31, 2022, the Company’s goodwill was $122.7 million for the Jefferson Terminal reporting unit. As discussed in Note 2 of the consolidated and combined consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. Auditing the fair value estimate of the Jefferson Terminal reporting unit used in the annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the Jefferson Terminal reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the forecasted revenue growth rates, earnings before interest, income taxes, depreciation and amortization (“EBITDA”) margins and discount rate, which are affected by expectations about the Company’s ability to increase volumes from existing contracts as well as expectations about the overall industry, market and economic conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment test process, including controls over management’s review of valuation methodology and significant assumptions described above. To test the estimated fair value of the Company’s Jefferson Terminal reporting unit for use in the goodwill impairment assessment, we performed audit procedures that included, among others, assessing the valuation methodology used and testing the significant assumptions described above and the completeness and accuracy of the underlying data used by the Company in its impairment test. For example, we compared significant assumptions used by management to current industry, market and economic trends and to the historical results of the reporting unit and other guideline companies within the same industry. We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses to evaluate the changes in the fair value of the Jefferson Terminal reporting unit that would result from changes in the significant assumptions. We also involved our internal valuation specialists to assist in our evaluation of the Company's valuation methodology and certain significant assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021. New York, New York March 8, 2023 61 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) Notes December 31, 2022 2021 Assets Current assets: Cash and cash equivalents 2 $ 36,486 $ 49,872 Restricted cash 2 113,156 251,983 Accounts receivable, net 2 60,807 50,301 Other current assets 2 67,355 60,828 Total current assets 277,804 412,984 Leasing equipment, net 4 34,907 36,012 Operating lease right-of-use assets, net 12 71,015 71,547 Property, plant, and equipment, net 5 1,673,808 1,517,594 Investments 6 73,589 54,408 Intangible assets, net 7 60,195 67,737 Goodwill 2 260,252 257,137 Other assets 2 26,829 24,882 Total assets $ 2,478,399 $ 2,442,301 Liabilities Current liabilities: Accounts payable and accrued liabilities 2 $ 136,048 $ 115,634 Operating lease liabilities 12 7,045 2,899 Other current liabilities 2 16,488 10,934 Total current liabilities 159,581 129,467 Debt, net 8 1,230,157 718,624 Operating lease liabilities 12 63,147 67,505 Other liabilities 236,130 64,659 Total liabilities $ 1,689,015 $ 980,255 Commitments and contingencies 20 Redeemable preferred stock ($ 0.01 par value per share; 200,000,000 shares authorized; 300,000 shares issued and outstanding as of December 31, 2022; redemption amount of $ 448.2 million as of December 31, 2022) 18 264,590 — Equity Net Former Parent investment $ — $ 1,617,601 Common stock ($ 0.01 par value per share; 2,000,000,000 shares authorized; 99,445,074 shares issued and outstanding at December 31, 2022) 994 — Additional paid in capital 911,599 — Accumulated deficit ( 60,837 ) — Accumulated other comprehensive loss ( 300,133 ) ( 155,464 ) Stockholders'/Former Parent company equity 551,623 1,462,137 Non-controlling interests in equity of consolidated subsidiaries ( 26,829 ) ( 91 ) Total equity $ 524,794 $ 1,462,046 Total liabilities, redeemable preferred stock and equity $ 2,478,399 $ 2,442,301 See accompanying notes to the consolidated and combined consolidated financial statements. 62 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except share and per share data) Year Ended December 31, Notes 2022 2021 2020 Revenues Total revenues 11 $ 261,966 $ 120,219 $ 68,562 Expenses Operating expenses 2 208,157 98,541 69,391 General and administrative 10,891 8,737 8,522 Acquisition and transaction expenses 16,844 14,826 1,658 Management fees and incentive allocation to affiliate 16 12,964 15,638 13,073 Depreciation and amortization 4, 5, 7 70,749 54,016 31,114 Total expenses 319,605 191,758 123,758 Other (expense) income Equity in losses of unconsolidated entities 6 ( 67,399 ) ( 13,499 ) ( 3,107 ) (Loss) gain on sale of assets, net ( 1,603 ) 16 ( 8 ) Loss on extinguishment of debt — — ( 4,724 ) Interest expense ( 53,239 ) ( 16,019 ) ( 10,764 ) Other (expense) income ( 3,169 ) ( 8,930 ) 92 Total other expense ( 125,410 ) ( 38,432 ) ( 18,511 ) Loss before income taxes ( 183,049 ) ( 109,971 ) ( 73,707 ) Provision for (benefit from) income taxes 15 4,468 ( 3,630 ) ( 1,984 ) Net loss ( 187,517 ) ( 106,341 ) ( 71,723 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 33,933 ) ( 26,472 ) ( 16,522 ) Less: Dividends and accretion of redeemable preferred stock 23,657 — — Net loss attributable to stockholders and Former Parent $ ( 177,241 ) $ ( 79,869 ) $ ( 55,201 ) Loss per share: 19 Basic $ ( 1.73 ) $ ( 0.80 ) $ ( 0.56 ) Diluted $ ( 1.73 ) $ ( 0.80 ) $ ( 0.56 ) Weighted average shares outstanding: Basic 102,747,121 99,387,467 99,387,467 Diluted 102,747,121 99,387,467 99,387,467 See accompanying notes to the consolidated and combined consolidated financial statements. 63 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Dollars in thousands) Year Ended December 31, 2022 2021 2020 Net loss $ ( 187,517 ) $ ( 106,341 ) $ ( 71,723 ) Other comprehensive loss: Other comprehensive loss related to equity method investees, net (1) ( 149,078 ) ( 128,990 ) ( 26,609 ) Changes in pension and other employee benefit accounts 4,409 ( 237 ) — Total other comprehensive loss ( 144,669 ) ( 129,227 ) ( 26,609 ) Comprehensive loss ( 332,186 ) ( 235,568 ) ( 98,332 ) Comprehensive loss attributable to non-controlling interests ( 33,933 ) ( 26,472 ) ( 16,522 ) Comprehensive loss attributable to stockholders and Former Parent $ ( 298,253 ) $ ( 209,096 ) $ ( 81,810 ) __________________________________________________ (1) Net of deferred tax (benefit) expense of $ — , $( 936 ) and $( 7,075 ) for the years ended December 31, 2022, 2021 and 2020, respectively. See accompanying notes to the consolidated and combined consolidated financial statements. 64 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in thousands) Common Stock Net Former Parent Investment Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interests in Equity of Consolidated Subsidiaries Total Equity Equity - December 31, 2019 $ — $ 729,057 $ — $ — $ 372 $ 36,540 $ 765,969 Net loss ( 55,201 ) ( 16,522 ) ( 71,723 ) Other comprehensive loss — ( 26,609 ) — ( 26,609 ) Total comprehensive loss — ( 55,201 ) — — ( 26,609 ) ( 16,522 ) ( 98,332 ) Net transfers from Former Parent 325,435 — 325,435 Equity-based compensation — 2,325 2,325 Equity - December 31, 2020 $ — $ 999,291 $ — $ — $ ( 26,237 ) $ 22,343 $ 995,397 Net loss ( 79,869 ) ( 26,472 ) ( 106,341 ) Other comprehensive loss — ( 129,227 ) — ( 129,227 ) Total comprehensive loss — ( 79,869 ) — — ( 129,227 ) ( 26,472 ) ( 235,568 ) Net transfers from Former Parent 698,179 — 698,179 Equity-based compensation — 4,038 4,038 Equity - December 31, 2021 $ — $ 1,617,601 $ — $ — $ ( 155,464 ) $ ( 91 ) $ 1,462,046 Net loss ( 92,747 ) ( 60,837 ) ( 33,933 ) ( 187,517 ) Other comprehensive loss ( 144,669 ) ( 144,669 ) Total comprehensive loss — ( 92,747 ) — ( 60,837 ) ( 144,669 ) ( 33,933 ) ( 332,186 ) Net transfers to Former Parent ( 617,321 ) ( 617,321 ) Distribution by Former Parent 994 ( 907,533 ) 906,539 — Acquisition of subsidiary 3,054 3,054 Contributions from non-controlling interests 731 731 Distributions to non-controlling interests ( 143 ) ( 143 ) Issuance of warrants 13,750 13,750 Issuance of Manager options 18,127 18,127 Dividends and accretion of redeemable preferred stock ( 23,657 ) ( 23,657 ) Dividends declared on common stock ( 3,082 ) ( 3,082 ) Distributions to Manager ( 78 ) ( 78 ) Settlement of equity-based compensation ( 593 ) ( 593 ) Equity-based compensation 4,146 4,146 Equity - December 31, 2022 $ 994 $ — $ 911,599 $ ( 60,837 ) $ ( 300,133 ) $ ( 26,829 ) $ 524,794 See accompanying notes to the consolidated and combined consolidated financial statements. 65 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 187,517 ) $ ( 106,341 ) $ ( 71,723 ) Adjustments to reconcile net loss to cash used in operating activities: Equity in losses of unconsolidated entities 67,399 13,499 3,107 Loss (gain) on sale of assets 1,603 ( 16 ) 8 Loss on extinguishment of debt — — 4,724 Equity-based compensation 4,146 4,038 2,325 Depreciation and amortization 70,749 54,016 31,114 Change in deferred income taxes 3,982 ( 3,867 ) ( 2,276 ) Change in fair value of non-hedge derivatives ( 1,125 ) ( 2,220 ) 181 Amortization of deferred financing costs 4,393 2,599 1,542 Bad debt expense (recoveries) 575 74 ( 1 ) Amortization of bond discount 1,903 — — Change in: Accounts receivable ( 3,303 ) ( 26,798 ) 9,998 Other assets ( 7,799 ) ( 18,414 ) ( 12,670 ) Accounts payable and accrued liabilities 7,013 15,494 ( 14,225 ) Management fees payable to affiliate — ( 19 ) — Other liabilities ( 4,709 ) 6,239 1,036 Net cash used in operating activities ( 42,690 ) ( 61,716 ) ( 46,860 ) Cash flows from investing activities: Investment in unconsolidated entities ( 5,996 ) ( 55,223 ) ( 4,692 ) Acquisition of business, net of cash acquired ( 3,819 ) ( 627,090 ) — Acquisition of property, plant and equipment ( 217,141 ) ( 140,897 ) ( 247,524 ) Investment in convertible promissory notes ( 47,454 ) ( 10,000 ) — Proceeds from sale of property, plant and equipment 7,144 4,494 — Net cash used in investing activities $ ( 267,266 ) $ ( 828,716 ) $ ( 252,216 ) 66 FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from financing activities: Proceeds from debt $ 519,025 $ 451,100 $ 263,980 Repayment of debt — — ( 239,983 ) Payment of deferred financing costs ( 13,605 ) ( 12,413 ) ( 11,804 ) Proceeds from issuance of redeemable preferred stock 291,000 — — Redeemable preferred stock issuance costs ( 16,433 ) — — Distributions to Manager ( 78 ) — — Capital contributions from non-controlling interests 731 — — Distributions to non-controlling interests ( 143 ) — — Settlement of equity-based compensation ( 593 ) — — Net transfers from Former Parent ( 617,321 ) 698,179 325,435 Cash dividends - common stock ( 3,082 ) — — Cash dividends - redeemable preferred stock ( 1,758 ) — — Net cash provided by financing activities 157,743 1,136,866 337,628 Net increase (decrease) in cash and cash equivalents and restricted cash ( 152,213 ) 246,434 38,552 Cash and cash equivalents and restricted cash, beginning of period 301,855 55,421 16,869 Cash and cash equivalents and restricted cash, end of period $ 149,642 $ 301,855 $ 55,421 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest $ 38,083 $ 7,302 $ 8,586 Cash paid for taxes 379 334 329 Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment $ ( 5,662 ) $ ( 581 ) $ ( 10,817 ) Dividends and accretion of redeemable preferred stock ( 21,898 ) — — Conversion of interests in unconsolidated subsidiaries ( 21,302 ) — — Non-cash change in equity method investment ( 149,078 ) ( 128,990 ) ( 26,609 ) See accompanying notes to the consolidated and combined consolidated financial statements. 67 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021 in connection with the spin-off of the infrastructure business (“FTAI Infrastructure”) of Fortress Transportation and Infrastructure Investors LLC (“Former Parent”). The Company then converted to a corporation on July 29, 2022. Former Parent became a subsidiary of FTAI Aviation Ltd., a Cayman Islands exempted company and the surviving parent company (“FTAI Aviation”), upon completion of the transactions contemplated in that certain Agreement and Plan of Merger (the “Merger”) on November 10, 2022, between Former Parent and FTAI Aviation and certain other parties thereto. Except as otherwise specified, prior to the Merger, “FTAI” refers to Former Parent and, following the Merger, “FTAI” refers to FTAI Aviation, in each case including their consolidated subsidiaries. The Company owns and operates (i) five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (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 five reportable segments: (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 17). The Company is headquartered in New York, New York. FTAI Infrastructure Spin-off On July 11, 2022, the Former Parent announced that its board of directors unanimously approved the details and timing of a distribution and previously announced spin-off of its infrastructure business, which was contributed or merged into the Company through a series of restructuring transactions and resulted in the infrastructure business being considered as our predecessor. Prior to the spin-off, FTAI consisted of an equipment leasing business and an infrastructure business. On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022 and we became an independent, publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” In connection with the spin-off, the Company made a payment to the Former Parent on the Spin-off Date from the proceeds of the issuance of new debt (see Note 8) and the Redeemable Preferred Stock raise (see Note 18). The Former Parent retained no ownership interest in the Company following the spin-off. The Company entered into several agreements with the Former Parent and FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”) that, among other things, effect the spin-off and govern the relationship of the parties following the spin-off. The Company also entered into a management agreement with the Manager (the “Management Agreement”), with substantially the same terms as the previously held management agreement between the Former Parent and the Manager (see Note 16). 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: Consolidated and Combined Consolidated Financial Statements The Company’s financial statements for the periods through the Spin-off Date are combined consolidated financial statements. The Company’s financial statements for the period after the Spin-off Date through December 31, 2022 are consolidated financial statements based on the reported results of FTAI Infrastructure Inc. as a standalone company. 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. Basis of Presentation: Prior to spin-off The Company’s financial statements for the periods through the Spin-off Date were prepared on a standalone basis as if the operations had been conducted independently from the Former Parent and have been derived from the consolidated financial statements and accounting records of the Former Parent. Accordingly, Former Parent’s net investment in our operations (Net Former Parent investment) was shown in lieu of stockholders’ equity in the accompanying combined consolidated financial statements, which include the historical operations, assets, and liabilities comprising the infrastructure business of FTAI. Prior to the Spin-off Date, the combined consolidated financial statements include certain assets and liabilities that have historically been held by the Former Parent but are specifically identifiable or otherwise attributable to FTAI Infrastructure. All significant intercompany transactions between Former Parent and FTAI Infrastructure have been included as components of Net 68 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Former Parent investment in the combined consolidated financial statements, as they are to be considered effectively settled upon effectiveness of the spin-off. 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 spin-off, all of the assets and liabilities presented are owned by the Former Parent and are being transferred to us at a carry-over basis. Principles of Combination —FTAI Infrastructure had elected the principles of combined consolidated financial statements as the basis of presentation for the periods through the Spin-off Date due to common ownership and management of the entities, which includes the financial results of the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments. Cash and Cash Equivalents —The cash and cash equivalents reflected in the financial statements through the Spin-off Date are cash and cash equivalents that were legally held by FTAI Infrastructure during the periods presented in the financial statements and were directly attributed to and used in the operations of FTAI Infrastructure. Debt and the Corresponding Interest Expense —The Debt reflected in the financial statements through the Spin-off Date was debt that was directly attributable to, and legally incurred by, FTAI Infrastructure. The corresponding interest expense presented in the financial statements was derived solely from the Debt directly attributed to FTAI Infrastructure. Corporate Function —For the periods through the Spin-off Date, the combined consolidated financial statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses. The Former Parent was externally managed by the Manager, which performs the Former Parent’s corporate function, and incurred 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 was included to reflect our portion of such corporate overhead from the Former Parent. The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure. 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 Former 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 the Company’s future expenses. Actual costs that may have been incurred if FTAI Infrastructure 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. The Former Parent funded FTAI Infrastructure’s operating and investing activities as needed. Cash transfers to and from the Former Parent are reflected in the Combined Consolidated Statements of Cash Flows as “Net transfers from Former Parent”. Refer to Note 16 for additional discussion on corporate costs allocated from the Former Parent that are included in these combined consolidated financial statements. Subsequent to the Spin-off Date, the Company operated as a standalone company based on actual expenses incurred. 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 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. generally accepted accounting principles (“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 consolidated and combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from the Former Parent during the period prior to the spin-off. 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 69 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 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 are the primary beneficiary and, accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated and combined consolidated financial statements. Total VIE assets of DRP were $ 306.0 million and $ 316.5 million, and total VIE liabilities of DRP were $ 34.1 million and $ 32.6 million as of December 31, 2022 and 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. Inventory —Commodities inventory is carried at the lower of cost or net realizable value on our balance sheet. Commodities are removed from inventory based on the average cost at the time of sale. We had commodities inventory of $ 3.6 million, and $ 6.8 million as of December 31, 2022 and 2021, respectively, which is included in Other current assets in the Consolidated and Combined Consolidated Balance Sheets. Property, Plant and Equipment, Leasing Equipment and Depreciation —Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Vehicles 5 - 7 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 3 - 5 years from date of purchase None Construction in progress N/A N/A 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. 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 $ 9.2 million, $ 8.2 million and $ 20.0 million during the years ended December 31, 2022, 2021 and 2020, 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 $ 13.4 million, $ 5.9 million, and $ 2.9 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are included in Operating expenses in the Consolidated and Combined Consolidated Statements of Operations. 70 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (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 terminal services contracts and currently contracted leases, 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. Other Current Assets —Other current assets is primarily comprised of commodities inventory of $ 3.6 million and $ 6.8 million, deposits of $ 22.8 million and $ 17.2 million, note receivable of $ 20.0 million and $ 7.5 million, prepaid expenses of $ 16.4 million and $ 17.4 million and other assets of $ 4.5 million and $ 11.9 million as of December 31, 2022 and 2021, respectively. Other Assets —Other Assets primarily consists of a note receivable of $ 10.8 million and $ 10.0 million as of December 31, 2022 and 2021, respectively, 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 $ 6.2 million and $ 1.7 million as of December 31, 2022 and 2021, respectively. Goodwill —Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2022, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $ 122.7 million, $ 132.1 million, and $ 5.4 million, respectively. As of December 31, 2021, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $ 122.7 million, $ 134.4 million, and $ — , 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 goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 2022, we elected to complete a qualitative impairment assessment of the goodwill related to our Railroad reporting unit and concluded that it was more likely than not that the fair value of the Railroad reporting unit exceeded its carrying value. Therefore, no quantitative impairment evaluation was completed. As part of our assessment, we considered numerous factors, including: • macroeconomic conditions and their potential impact on reporting unit fair value; • industry and market conditions; • cost factors such as increases in raw materials, labor or other costs; • actual financial performance compared with budget and prior projections; and • events that may change the composition or carrying value of its net assets. For our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins 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. 71 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2022. The Jefferson Terminal reporting unit 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, expansion of refined product distribution to Mexico and movements in future oil spreads. At October 1, 2022, approximately 4.3 million barrels of storage was operational with 1.9 million barrels under construction for new contracts that came online in December 2022 and completed our storage development for our main terminal. Our discount rate for our 2022 goodwill impairment analysis was 9.5 % 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 reporting unit to continue to generate positive Adjusted EBITDA in future years. In December 2022, our multi-year refined products contract with Exxon Mobil Oil Corporation began. Although certain of our anticipated contracts or expected volumes from existing contracts for Jefferson Terminal have been delayed, we continue to believe our projections are achievable. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. Due to the acquisition of additional interests in FYX in 2022, the estimated fair value of that business within the Corporate and Other segment approximates the book value. There were no impairments of goodwill for the years ended December 31, 2022, 2021, and 2020. 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 Consolidated and Combined Consolidated Statements of Operations. The weighted-average remaining amortization period for customer relationships was 148 months as of December 31, 2022. Redeemable Preferred Stock —We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated and Combined Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders. The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030. We use the interest method to accrete to the redemption value. 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 $ 30.9 million and $ 21.5 million as of December 31, 2022 and 2021, respectively, are included in Debt, net in the Consolidated and Combined Consolidated Balance Sheets. Amortization expense was $ 4.4 million, $ 2.6 million and $ 1.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in Interest expense in the Consolidated and Combined Consolidated Statements of Operations. 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 Company’s 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 72 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. Roadside Services Revenues —Roadside services revenue is 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. 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 includes revenue related to derivative trading activities. See Commodity Derivatives below for additional information. 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 within current and non-current liabilities in our Consolidated and 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 Consolidated and 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 10 %, 15 % and 40 % of our consolidated revenue from one customer in the Jefferson Terminal segment during the years ended December 31, 2022, 2021 and 2020, respectively, and 51 % and 45 % from one customer in the Railroad segment during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, accounts receivable from three customers from the Jefferson Terminal and Railroad segments represented 55 % of total accounts receivable, net. As of December 31, 2021, accounts receivable from two customers in the Jefferson Terminal and Railroad 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. 73 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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 Loss —Comprehensive 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 loss represents net loss, as presented in the Consolidated and 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 employee benefit accounts. Derivative Financial Instruments Electricity Derivatives — Our equity method investee, Long Ridge, enters 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 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 loss related to equity method investees in our Consolidated and Combined Consolidated Statements of Comprehensive Loss and recorded in Accumulated other comprehensive loss in our Consolidated and 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 Consolidated and 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 losses of unconsolidated entities in the Consolidated and Combined Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in earnings (losses) of unconsolidated entities in our Consolidated and Combined Consolidated Statements of Cash Flows. We record all derivative assets and liabilities on a gross basis at fair value, which are included in Other current assets and Other current liabilities , respectively, in our Consolidated and Combined Consolidated Balance Sheets. Income Taxes —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 allocated to investors by our Former Parent, which was treated as a partnership for U.S. federal income tax purposes. In addition, certain of our subsidiaries were taxed as separate corporations for U.S. federal income tax purposes. The income tax provision included in the consolidated and combined consolidated financial statements prior to the spin-off was prepared on a separate return method. Post spin-off, FTAI Infrastructure’s tax structure, certain return elections and assertions are different, including a single consolidated federal tax filing in the U.S., and therefore the income taxes presented prior to the spin-off in the consolidated and combined consolidated financial statements are not expected to be indicative of the Company’s future income taxes. 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. Some of our entities file 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 Consolidated and 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. 74 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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, and it did not have a material impact on our consolidated and 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 within the Railroad reportable segment. See Note 17 for additional information. The results of operations at Transtar have been included in the Consolidated and Combined Consolidated Statements of Operations as of the effective date of the acquisition. In connection with the acquisition, we recorded $ 9.8 million of acquisition and transaction expense during the year ended December 31, 2021. The Former Parent funded the transaction with bridge loans in an aggregate principal amount of $ 650.0 million. In September 2021, the Former 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 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 following table summarizes the final allocation of the purchase price, as presented in our Consolidated and 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 487,946 Intangible assets 60,000 Other assets 17,052 Total assets 604,772 Fair value of liabilities assumed: Accounts payable and accrued liabilities 47,010 Operating lease liabilities 10,689 Pension and other postretirement benefits (1) 34,698 Other liabilities 8,487 Total liabilities 100,884 Goodwill (2) 132,121 Total purchase consideration $ 636,009 ________________________________________________________ (1) Included in Other liabilities in the Consolidated and 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 Railroad 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 75 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table presents the property, plant and equipment and their estimated remaining useful lives: Estimated remaining useful life in years Fair value Railcars 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 - 55 173,896 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 $ 487,946 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; • 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 unaudited 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. Year Ended December 31, 2021 2020 Total revenue $ 199,762 $ 183,744 Net loss attributable to Former Parent $ ( 56,717 ) $ ( 39,349 ) 4. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: December 31, 2022 2021 Leasing equipment $ 44,179 $ 44,179 Less: Accumulated depreciation ( 9,272 ) ( 8,167 ) Leasing equipment, net $ 34,907 $ 36,012 Depreciation expense for leasing equipment is summarized as follows: Year Ended December 31, 2022 2021 2020 Depreciation expense for leasing equipment $ 1,105 $ 1,103 $ 1,106 76 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: December 31, 2022 2021 Land, site improvements and rights $ 183,640 $ 149,914 Construction in progress 127,941 118,081 Buildings and improvements 19,356 19,164 Bridges and tunnels 173,868 174,889 Terminal machinery and equipment 1,141,505 962,552 Track and track related assets 100,068 100,014 Railroad equipment 8,463 8,331 Railcars and locomotives 100,200 111,574 Computer hardware and software 11,733 5,335 Furniture and fixtures 1,745 1,745 Other 11,336 10,016 1,879,855 1,661,615 Less: Accumulated depreciation ( 206,047 ) ( 144,021 ) Property, plant and equipment, net $ 1,673,808 $ 1,517,594 We had net additions of property, plant and equipment of $ 218.2 million and $ 624.9 million during the years ended December 31, 2022 and 2021, respectively, which primarily consisted of terminal machinery and equipment placed in service or under development at Jefferson Terminal and assets acquired in our acquisition of Transtar in 2021. Depreciation expense for property, plant and equipment was $ 62.1 million, $ 47.6 million, and $ 26.5 million during the years ended December 31, 2022, 2021 and 2020, respectively. 6. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Investment Ownership Percentage December 31, 2022 December 31, 2021 Intermodal Finance I, Ltd. Equity method 51 % $ — $ — Long Ridge Energy & Power LLC (1) Equity method 50 % $ — $ — FYX Trust Holdco LLC (2) Equity at December 31, 2021 66 % and 14 % as of December 31, 2022 and December 31, 2021, respectively — 1,255 GM-FTAI Holdco LLC Equity method See below 68,025 52,295 Clean Planet Energy USA LLC Equity method 50 % 5,564 858 $ 73,589 $ 54,408 ______________________________________________________________________________________ (1) The carrying value of $ 187.2 million and $ 17.5 million as of December 31, 2022 and 2021, respectively, is included in Other Liabilities in the Consolidated and Combined Consolidated Balance Sheets. (2) See “Equity Investments - FYX Trust 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 years ended December 31, 2022 or 2021. 77 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table presents our proportionate share of equity in (losses) earnings: Year Ended December 31, 2022 2021 2020 Intermodal Finance I, Ltd. 151 470 115 Long Ridge Energy & Power LLC ( 60,538 ) ( 13,597 ) ( 3,222 ) GM-FTAI Holdco LLC ( 5,571 ) ( 205 ) — Clean Planet Energy USA LLC ( 1,441 ) ( 167 ) — Total $ ( 67,399 ) $ ( 13,499 ) $ ( 3,107 ) 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 December 31, 2022, Intermodal owns a portfolio of approximately 273 shipping containers subject to multiple operating leases. Long Ridge Energy & Power LLC On June 16, 2017, we, through Ohio River Partners Shareholders LLC (“ORP”), a consolidated subsidiary, purchased the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights. Long Ridge was being developed as a 485-megawatt natural gas fired, combined cycle power plant, which was completed and became operational in October 2021. Long Ridge also entered into cash flow hedges related to power generation capacity, as described in Note 2. In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150.0 million in cash, plus an earn out. We recognized a gain of $ 116.7 million in relation to the Long Ridge Transaction. 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. The initial equity method investment balance was $ 155.6 million at the date of deconsolidation and represented the fair value of our 50.1 % ownership. In addition to our equity method investment, in October 2022 we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing PIK interest at a 16 % rate. As of December 31, 2022 the balance of the note receivable was $ 27.5 million recorded as part of the Long Ridge investment in Other liabilities on the Consolidated and Combined Consolidated Balance Sheet. The tables below present summarized fin ancial information for Long Ridge Energy & Power LLC: 78 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) December 31, Balance Sheet 2022 2021 Assets Current assets Cash and cash equivalents $ 2,192 $ 2,932 Restricted cash 20,732 32,469 Accounts receivable, net 31,727 17,896 Other current assets 5,732 8,857 Total current assets 60,383 62,154 Property, plant, and equipment, net 827,886 764,607 Intangible assets, net 4,560 4,940 Goodwill 86,460 89,390 Other assets 8,540 5,584 Total assets $ 987,829 $ 926,675 Liabilities Current liabilities Accounts payable and accrued liabilities $ 87,498 $ 16,121 Debt, net 38,526 — Derivative liabilities 125,134 47,369 Other current liabilities 913 257 Total current liabilities 252,071 63,747 Debt, net 599,499 604,261 Derivative liabilities 557,708 291,664 Other liabilities 6,932 1,989 Total liabilities 1,416,210 961,661 Equity Total equity ( 428,381 ) ( 34,986 ) Total liabilities and equity $ 987,829 $ 926,675 Year Ended December 31, Statement of Operations 2022 2021 2020 Revenue $ 50,230 $ 85,638 $ 24,917 Expenses Operating expenses 61,835 28,310 16,339 Depreciation and amortization 51,243 24,836 11,004 Interest expense 53,409 11,005 2,037 Total expenses 166,487 64,151 29,380 Other expense ( 4,577 ) ( 44,302 ) ( 1,967 ) Loss before income taxes ( 120,834 ) ( 22,815 ) ( 6,430 ) Provision for income taxes — — — Net Loss $ ( 120,834 ) $ ( 22,815 ) $ ( 6,430 ) 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” or “Gladieux”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry. 79 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 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” or “Clean Planet USA”) for $ 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 Clean Planet USA as an equity method investment as we have significant influence through our ownership of Class A shares. Equity Investment 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, and subsequently purchased an additional approximate 1 % interest in FYX for cash consideration of $ 0.1 million. From the purchase date in May 2022 through and as of December 31, 2022, FYX is presented on a consolidated basis in the Consolidated and Combined Consolidated Statements of Operations and the Consolidated and Combined Consolidated Balance Sheets. At the purchase date, assets of FYX were $ 13.7 million, including cash of $ 0.7 million, liabilities were $ 10.1 million, and goodwill of $ 5.4 million was recorded. Since acquisition, we have recorded total revenue from FYX of $ 47.9 million and net loss from FYX of $ 1.4 million. At December 31, 2022, $ 3.7 million is recorded as non-controlling interest for the interest held by other parties. 7. INTANGIBLE ASSETS, NET Our intangible assets, net are summarized as follows: December 31, 2022 Jefferson Terminal Railroad Total Customer relationships 35,513 60,000 95,513 Less: Accumulated amortization ( 29,591 ) ( 5,727 ) ( 35,318 ) Total intangible assets, net $ 5,922 $ 54,273 $ 60,195 December 31, 2021 Jefferson Terminal Railroad Total Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 26,038 ) ( 1,738 ) ( 27,776 ) Total intangible assets, net $ 9,475 $ 58,262 $ 67,737 80 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Amortization of intangible assets is recorded as follows: Classification in Consolidated and Combined Consolidated Statements of Operations Year Ended December 31, 2022 2021 2020 Customer relationships Depreciation and amortization 7,542 5,292 3,553 Estimated net annual amortization of intangibles is as follows: 2023 $ 7,551 2024 6,371 2025 4,000 2026 4,000 2027 4,000 Thereafter 34,273 Total $ 60,195 8. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date December 31, 2022 December 31, 2021 Loans payable DRP Revolver (1) (i) Base Rate + 2.75 %; or (ii) Base Rate + 3.75 % (Eurodollar) 11/5/24 25,000 25,000 EB-5 Loan Agreement 5.75 % (i) 1/25/26 (ii) 11/26/27 62,200 26,100 Transtar Revolver (2) (i) Base Rate + 2.00 %; or (ii) Adjusted Term SOFR + 3.00 % 12/27/25 10,000 — Total loans payable 97,200 51,100 Bonds payable Series 2020 Bonds (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) 1/1/25 263,980 263,980 Series 2021 Bonds (i) Series 2021A Bonds: 1.875 % to 3.00 % (ii) Series 2021B Bonds: 4.10 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 425,000 425,000 Senior Notes due 2027 (3) 10.50 % 8/1/2027 474,828 — Total bonds payable 1,163,808 688,980 Total debt 1,261,008 740,080 Less: Debt issuance costs ( 30,851 ) ( 21,456 ) Total debt, net $ 1,230,157 $ 718,624 Total debt due within one year $ — $ — ______________________________________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (2) Requires a quarterly commitment fee at a rate of 0.500 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (3) Includes an unamortized discount of $ 25,172 at December 31, 2022. DRP Revolver —On November 5, 2018, our subsidiary entered into a revolving credit facility (the “DRP Revolver”) that provides for revolving loans in the aggregate amount of $ 25.0 million. The DRP Revolver is secured by the capital stock of certain of our direct subsidiaries as defined in the related credit agreement. On November 5, 2021, we entered into an amendment to the DRP Revolver, which extends the maturity date under the DRP Revolver to November 5, 2024. 81 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The DRP Revolver includes financial covenants requiring the maintenance of (i) consolidated cash balance of at least $ 3.0 million at each quarter end date, and (ii) consolidated tangible net worth of at least $ 180.0 million at each quarter end date in 2022, $ 190.0 million in 2023, and $ 200.0 million thereafter. EB-5 Loan Agreement —On January 25, 2021, Jefferson Terminal entered into a non-recourse loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development, construction and acquisition of certain facilities at Jefferson Terminal. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 61.2 million, of which $ 26.1 million was available under the first tranche and $ 35.1 million was available under the second tranche. The loans mature in 5 years from the funding of each individual tranche with an option to extend the maturity for both tranches by two one-year periods. If the option to extend the maturity is exercised, the interest rate will increase to 6.25 % from 5.75 % for the extension period. On November 16, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.3 Loan Agreement”) with substantially the same terms as the original agreement discussed above. The maximum aggregate principal amount available under the EB-5.3 Loan Agreement is $ 28.0 million. Transtar Revolver —On December 27, 2022, our subsidiary entered into a revolving credit facility (the “Transtar Revolver”) that provides for revolving loans in the aggregate amount of $ 25.0 million. The Transtar Revolver is guaranteed by the Company and certain subsidiaries of Transtar including a pledge of substantially all of their respective assets. The Transtar Revolver includes financial covenants requiring the maintenance of (i) a consolidated maximum ratio of total leverage of 3.00 to 1.00 per the terms of the credit agreement and (ii) a consolidated minimum fixed charge coverage ratio of 1.20 to 1.00 per the terms of the credit agreement. Series 2020 Bonds —On February 11, 2020, Jefferson Terminal issued Series 2020 Bonds in an aggregate principal amount of $ 264.0 million (“Jefferson Refinancing”). The Series 2020 Bonds are designated as $ 184.9 million of Series 2020A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2020A Bonds”), and $ 79.1 million of Series 2020B Taxable Facility Revenue Bonds (the “Taxable Series 2020B Bonds”). The Tax Exempt Series 2020A Bonds maturing on January 1, 2035 ($ 53.5 million aggregate principal amount) bear interest at a fixed rate of 3.625 %. The Tax Exempt Series 2020A Bonds maturing on January 1, 2050 ($ 131.4 million aggregate principal amount) bear interest at a fixed rate of 4.00 %. The Taxable Series 2020B Bonds will mature on January 1, 2025 and bear interest at a fixed rate of 6.00 %. Jefferson Terminal used a portion of the net proceeds from this offering to refund, redeem and defease certain indebtedness, and used a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities, to fund certain reserve and funded interest accounts related to the Series 2020 Bonds, and to pay for or reimburse certain costs of issuance of the Series 2020 Bonds. Jefferson Terminal recognized a loss on extinguishment of debt of $ 4.7 million as a result of this transaction during the year ended December 31, 2020. Series 2021 Bonds —On August 18, 2021, Jefferson Terminal issued $ 425.0 million aggregate principal amount of Series 2021 Bonds, which are designated as $ 225.0 million of Series 2021A Dock and Wharf Facility Revenue Bonds (the “Series 2021A Bonds”) and $ 200.0 million of Series 2021B Taxable Facility Revenue Bonds (the “Taxable Series 2021B Bonds”). The Series 2021A Bonds consist of: i) $ 39.1 million aggregate principal amount of Serial Bonds maturing between January 1, 2026 and January 1, 2031, and bearing interest at specified fixed rates ranging from 1.875 % to 2.625 % per annum, ii) $ 38.2 million aggregate principal amount of Term Bonds maturing January 1, 2036, and bearing interest at a fixed rate of 2.750 % per annum, iii) $ 44.9 million aggregate principal amount of Term Bonds maturing January 1, 2041, and bearing interest at a fixed rate of 2.875 % per annum, and iv) $ 102.8 million aggregate principal amount of Term Bonds maturing January 1, 2050, and bearing interest at a fixed rate of 3.00 % per annum. The Taxable Series 2021B Bonds will mature on January 1, 2028, and bear interest at a fixed rate of 4.100 % per annum. Jefferson Terminal intends to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities. Senior Notes due 2027 —In connection with the spin-off, we issued $ 500.0 million aggregate principal amount of Senior Notes due 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 10.500 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2022. The 2027 Notes were issued at an issue price equal 82 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) to 94.585 %. The 2027 Notes are guaranteed by the Company and the subsidiaries of Transtar including a pledge of substantially all of their respective assets. We were in compliance with all debt covenants as of December 31, 2022 and 2021. As of December 31, 2022, scheduled principal repayments under our debt agreements for the next five years and thereafter are summarized as follows: 2023 2024 2025 2026 2027 Thereafter Total DRP Revolver $ — $ 25,000 $ — $ — $ — $ — $ 25,000 EB-5 Loan Agreement — — — 35,800 26,400 — 62,200 Series 2020 Bonds — — 79,060 — — 184,920 263,980 Series 2021 Bonds — — — 9,025 4,750 411,225 425,000 Transtar Revolver — — 10,000 — — — 10,000 Senior Notes due 2027 — — — — 500,000 — 500,000 Total principal payments on loans and bonds payable $ — $ 25,000 $ 89,060 $ 44,825 $ 531,150 $ 596,145 $ 1,286,180 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). 83 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following tables set forth our financial assets measured at fair value on a recurring basis 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 December 31, 2022 December 31, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 36,486 $ 36,486 $ — $ — Market Restricted cash 113,156 113,156 — — Market Derivative assets 1,125 — 1,125 — Income Total assets $ 150,767 $ 149,642 $ 1,125 $ — 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 assets $ 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 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, and loans 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 Consolidated and Combined Consolidated Balance Sheets are presented in the table below: December 31, 2022 2021 Series 2020 A Bonds (1) $ 139,101 $ 189,773 Series 2020 B Bonds (1) 74,543 81,637 Series 2021 A Bonds (1) 152,848 222,023 Series 2021 B Bonds (1) 163,238 194,278 2027 Notes 498,035 — ______________________________________________________________________________________ (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 Consolidated and 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. 84 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 10. DERIVATIVE FINANCIAL INSTRUMENTS 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: December 31, 2022 2021 Notional Amount (Barrel of butane (“BBL”) in thousands) 180 244 Fair Value of Assets (1) $ 1,125 $ 2,220 Term 3 months 1 to 3 months ________________________________________________________ (1) Included in Other current assets in the Consolidated and Combined Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021. There were no transfers into or out of Level 3 during the periods presented. 85 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. Year Ended December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 1,943 $ 1,278 $ — $ — $ — $ — $ 3,221 Rail revenues 147,718 — 86 — — — 147,804 Terminal services revenues — 59,011 563 — — — 59,574 Roadside services revenues — — — — — 47,899 47,899 Other revenue — — 3,468 — — — 3,468 Total revenues $ 149,661 $ 60,289 $ 4,117 $ — $ — $ 47,899 $ 261,966 Year Ended December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 736 $ 1,688 $ — $ — $ — $ — $ 2,424 Rail revenues 61,514 — — — — — 61,514 Terminal services revenues — 44,664 374 — — — 45,038 Other revenue — — 11,243 — — — 11,243 Total revenues $ 62,250 $ 46,352 $ 11,617 $ — $ — $ — $ 120,219 Year Ended December 31, 2020 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ — $ 1,186 $ — $ — $ — $ — $ 1,186 Rail revenues 4,424 — — — — — 4,424 Terminal services revenues — 50,887 — — — — 50,887 Crude marketing revenues — 8,210 — — — — 8,210 Other revenue — — 3,855 — — — 3,855 Total revenues $ 4,424 $ 60,283 $ 3,855 $ — $ — $ — $ 68,562 86 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Presented below are the contracted minimum future annual revenues to be received under existing operating leases within the Jefferson Terminal segment as of December 31, 2022: 2023 12,638 2024 12,629 2025 12,595 2026 12,557 2027 12,136 Thereafter — Total $ 62,555 12. LEASES We have commitments as lessees under lease agreements primarily for real estate, equipment and vehicles. Our leases have remaining lease terms ranging from approximately one month to 39.5 years. The following table presents lease related costs: Year Ended December 31, 2022 2021 2020 Finance leases Amortization of right-of-use assets $ 945 $ 380 $ — Interest on lease liabilities 52 27 — Finance lease expense 997 407 — Operating lease expense 7,306 $ 5,682 $ 4,587 Short-term lease expense 1,714 587 315 Variable lease expense 2,690 1,590 1,379 Total lease expense 12,707 $ 8,266 $ 6,281 The following table presents information related to our operating leases as of and for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Right-of-use assets, net $ 71,015 $ 71,547 Short-term lease liabilities 7,045 2,899 Long-term lease liabilities 63,147 67,505 Total lease liabilities 70,192 70,404 Weighted average remaining lease term 33.8 years 34.8 years Weighted average incremental borrowing rate 5.7 % 5.7 % The following table presents supplemental cash flow information for the years ended December 31, 2022, 2021, and 2020: December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities 7,005 5,602 4,591 Noncash - ROU assets recorded for new and modified leases 2,640 12,228 59,751 87 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table presents future minimum lease payments under non-cancellable operating leases as of December 31, 2022: 2023 $ 7,009 2024 6,567 2025 6,255 2026 5,668 2027 5,111 Thereafter 138,274 Total undiscounted lease payments 168,884 Less: Imputed interest 98,692 Total lease liabilities $ 70,192 13. EQUITY-BASED COMPENSATION On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors. As of December 31, 2022, the Incentive Plan provides for the issuance of up to 30.0 million shares. We account for equity-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation and is reported within operating expenses and general and administrative in the Consolidated and Combined Consolidated Statement of Operations. The following table presents our stock-based compensation expense recognized in the Consolidated and Combined Consolidated Statements of Operations: Year Ended December 31, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met as of December 31, 2022 2022 2021 2020 Restricted shares $ 2,020 $ 3,215 1,676 $ 1,512 Common units 2,126 823 649 2,690 Total $ 4,146 $ 4,038 $ 2,325 $ 4,202 The following tables present information for our stock options, restricted shares of our subsidiary and common units of our subsidiary: Stock Options Restricted Shares Common Units Options Weighted Average Exercise Price Shares Weighted Average Issuance Price Units Weighted Average Issuance Price Outstanding as of December 31, 2021 — $ — 619,241 $ 8.02 960,829 $ 1.14 Granted 14,647,307 2.77 — — 3,800,000 1.00 Less: exercised or vested 252,472 2.08 259,717 8.19 1,940,467 1.05 Less: forfeited and canceled — — 30,744 7.96 — — Outstanding as of December 31, 2022 14,394,835 328,780 2,820,362 Stock Options Restricted Shares Common Units As of December 31, 2022: Weighted average exercise / issuance price (per share) $ 2.77 $ 8.10 $ 1.02 Aggregate intrinsic value (in thousands) $ 3,461 $ 3,269 $ 3,091 Weighted average remaining contractual term 9.0 years 0.5 years 1.2 years During the year ended December 31, 2022, certain of the Manager’s employees exercised 252,472 options at a weighted average exercise price of $ 2.08 and received a net 57,607 shares of our common stock. 88 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Stock Options In connection with the spin off and our redeemable preferred stock raise (see Notes 16, 18 and 19 for details), we granted options to purchase our common stock to the Manager. The fair value of these options of $ 18 million, calculated using a binomial lattice model at issuance date, was recorded as an increase in equity with an offsetting reduction of proceeds received. The following table presents information related to the options to purchase our common stock: Year Ended December 31, 2022 Number of options 10,869,565 Fair value at grant date ($ millions) $ 18.1 Expected volatility The expected stock volatility is based on an assessment of the volatility of our publicly traded common stock. 60.00 % Risk free interest rate The risk-free rate is determined using the implied yield currently available on U.S. government bonds with a term consistent with the expected term on the date of grant. 2.58 % Expected dividend yield The expected dividend yield is based on management’s expected dividend rate. 3.60 % Early exercise multiple Assumption that options will be exercised when the share price to strike price ratio reaches a certain threshold. 2.5 Expected term Expected term used represents the period of time the options granted are expected to be outstanding. 10.0 years Number of time steps The number of time steps between the valuation and expiration dates. 1,000 Restricted Shares We issued restricted shares of our subsidiary to certain employees during the years ended December 31, 2021 and 2020, that had grant date fair values of $ 5.6 million and $ 4.0 million, respectively, and generally vest over three years. We did not issue any restricted shares during the year ended December 31, 2022. 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 each 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. Common Units We issued 1,900,000 , 1,052,632 , and 1,883,772 common units of our subsidiaries to certain employees for the years ended December 31, 2022, 2021 and 2020, respectively, that had grant date fair values of $ 1.9 million, $ 1.2 million, and $ 2.1 million, respectively, and vest over three years . These awards are subject to continued employment and compensation expense is recognized ratably over the vesting periods. The fair value was based on the fair value of the operating subsidiary on the grant date, which is 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 year ended December 31, 2022, we issued 1,900,000 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. 14. RETIREMENT BENEFIT PLANS In connection with the acquisition of Transtar (see Note 3), 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 underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. The accumulated benefit obligation at December 31, 2022 and 2021 is $ 2.5 million and $ 1.4 million, respectively. 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 the changes in our projected benefit obligation and plan assets as of December 31, 2022 and 2021. Service costs are recorded in Operating expenses, and interest costs are recorded in Other (expense) income in the Consolidated and Combined Consolidated Statements of Operations. Year Ended December 31, 2022 2021 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Projected Benefit Obligation Projected benefit obligation, beginning of period $ 9,805 $ 30,033 $ — $ — Transtar acquisition — ( 2,854 ) 9,055 28,488 Plan amendment — 1,470 — — Service costs 1,763 2,143 712 864 Interest costs 315 917 108 337 Actuarial (gains) losses ( 2,814 ) ( 3,065 ) ( 20 ) 344 Benefit paid ( 137 ) ( 121 ) ( 50 ) — Projected benefit obligation, end of period $ 8,932 $ 28,523 $ 9,805 $ 30,033 Plan Assets Fair value of plan assets, beginning of period $ — $ — $ — $ — Asset adjustment 1 — — — Actual return on plan assets 1 — — — Employer contributions 1,846 — 50 — Other benefits paid ( 137 ) — ( 50 ) — Fair value of plan assets, end of period $ 1,711 $ — $ — $ — Funded status at end of year $ ( 7,221 ) $ ( 28,523 ) $ ( 9,805 ) $ ( 30,033 ) As of December 31, 2022 and 2021, the following amounts were recognized in the Consolidated and Combined Consolidated Balance Sheets: Year Ended December 31, 2022 2021 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Current liabilities $ — $ 251 $ 52 $ 102 Non-current liabilities 7,221 28,272 9,753 29,931 Net amounts recognized at end of period $ 7,221 $ 28,523 $ 9,805 $ 30,033 Our retirement plan costs for the years ended December 31, 2022 and 2021 were $ 2.1 million and $ 0.8 million for pension benefits and $ 3.1 million and $ 1.2 million for postretirement benefits, respectively. The following table summarizes the components of net periodic pension cost and other amounts recognized in other comprehensive loss for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Prior service cost (credit) $ — $ — $ — $ — Amortization of prior service (cost) credit — 1,470 — — Actuarial loss (gain) ( 2,814 ) ( 3,065 ) ( 20 ) 334 Amortization of actuarial (loss) gain — — — — Total recognized in other comprehensive loss $ ( 2,814 ) $ ( 1,595 ) $ ( 20 ) $ 334 Weighted-average assumptions used to determine the estimated benefit obligation and period costs as of and for the year ended December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Weighted-average assumptions used to determine pension benefit obligation: Discount rate 5.31 % 5.29 % 3.02 % 3.00 % Rate of compensation increase 3.50 % N/A 3.50 % N/A Initial healthcare cost trend rate N/A 5.80 % N/A 10 % pre-Med; 3 % Medicare Ultimate healthcare cost trend rate N/A 3.94 % N/A 3.94 % Year ultimate healthcare cost trend rate is reached N/A 2075 N/A 2075 Weighted-average assumptions used to determine net periodic pension and postretirement costs: Discount rate 3.02 % 3.00 % 2.88 % 2.86 % Rate of compensation increases 3.50 % N/A 3.50 % N/A Average future working lifetime 11.01 years 11.32 years 10.93 years 11.34 years Initial healthcare cost trend rate N/A 6.00 % N/A 6.00 % Ultimate healthcare cost trend rate N/A 3.94 % N/A 3.80 % Year ultimate healthcare cost trend rate is reached N/A 2075 N/A 2075 The following benefit payments, which reflect expected future service and compensation increases, as appropriate, are expected to be made from the Transtar defined benefit plans: Pension Benefits Postretirement Benefits 2023 $ 176 $ 428 2024 251 640 2025 406 900 2026 590 1,150 2027 756 1,336 Years 2028-2032 5,753 9,308 The pension plan assets are held in a master trust that is invested in a pooled separate account categorized as a money market fund. The assets are valued at fair value and are classified as a Level 2 investment. The pooled separate account invests in a portfolio of high quality, short-term instruments; the fair values of these instruments are used in determining the NAV of the pooled separate account, which is not publicly quoted. We expect to make $ 1.5 million of contributions to the pension plan during 2023. 89 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 15. INCOME TAXES The current and deferred components of the income tax (benefit) provision included in the Consolidated and Combined Consolidated Statements of Operations are as follows: Year Ended December 31, 2022 2021 2020 Current: Federal $ 2 $ 13 $ 4 State and local 482 224 329 Foreign — — ( 41 ) Total current provision 484 237 292 Deferred: Federal 3,824 ( 3,820 ) ( 2,272 ) State and local 154 ( 44 ) — Foreign 6 ( 3 ) ( 4 ) Total deferred (benefit) provision 3,984 ( 3,867 ) ( 2,276 ) Total $ 4,468 $ ( 3,630 ) $ ( 1,984 ) 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 allocated to investors by our Former Parent, which was treated as a partnership for U.S. federal income tax purposes. In addition, certain of our subsidiaries were taxed as separate corporations for U.S. federal income tax purposes. Taxable income or loss generated by us and our corporate subsidiaries 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. A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets. Our effective tax rate differs from the U.S. federal tax rate of 21% primarily due to state taxes and the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries. 90 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The difference between our reported total provision for income taxes and the U.S. federal statutory rate of 21 % is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal tax at statutory rate 21.00 % 21.00 % 21.00 % Income not subject to tax at statutory rate — % 9.91 % 4.15 % State and local taxes 1.77 % ( 0.06 ) % ( 0.45 ) % Foreign taxes — % — % 0.06 % Noncontrolling interest ( 2.58 ) % — % — % Other 0.46 % ( 4.43 ) % 0.06 % Change in valuation allowance ( 23.09 ) % ( 23.05 ) % ( 22.13 ) % Provision for income taxes ( 2.44 ) % 3.37 % 2.69 % Significant components of our deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 142,067 $ 112,999 Accrued expenses 2,118 2,275 Interest expense 35,624 23,483 Operating lease liabilities 58,919 48,665 Investment in partnerships 49,488 15,524 Other 3,623 803 Total deferred tax assets 291,839 203,749 Less valuation allowance ( 214,003 ) ( 143,604 ) Net deferred tax assets 77,836 60,145 Deferred tax liabilities: Fixed assets and goodwill ( 29,051 ) ( 16,900 ) Operating lease right-of-use assets ( 52,624 ) ( 43,101 ) Net deferred tax assets (liabilities) $ ( 3,839 ) $ 144 Deferred tax assets and liabilities are reported net in Other assets or Other liabilities in the Consolidated and Combined Consolidated Balance Sheets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We have analyzed our deferred tax assets and have determined, based on the weight of available evidence, that it is more likely than not that a significant portion will not be realized. Accordingly, valuation allowances have been recognized as of December 31, 2022, 2021, and 2020 of $ 214.0 million, $ 143.6 million, and $ 94.1 million, respectively, related to certain deductible temporary differences and net operating loss carryforwards. A summary of the changes in the valuation allowance is as follows: December 31, 2022 2021 2020 Valuation allowance at beginning of period $ 143,604 $ 94,139 $ 81,313 Change due to current year losses 70,399 49,465 12,826 Valuation allowance at end of period $ 214,003 $ 143,604 $ 94,139 91 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) As of December 31, 2022, certain of our corporate subsidiaries had U.S. federal net operating loss carryforwards of approximately $ 623.6 million that are available to offset future taxable income. If not utilized, $ 168.5 million of these carryforwards will begin to expire in the year 2034, with $ 455.1 million of these carryforwards having no expiration date. The utilization of the net operating loss carryforwards to reduce future income taxes will depend on the relevant corporate subsidiary's ability to generate sufficient taxable income prior to the expiration of the carryforward period, if any. In addition, the maximum annual use of net operating loss carryforwards may be limited after certain changes in stock ownership. As of and for the year ended December 31, 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. 16. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS We are externally managed by the Manager. The Manager is paid annual fees and incentive 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. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years . The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee, described below) and reimbursement of certain expenses. The Management fee is determined by taking the average value of total equity (including redeemable preferred stock and excluding non-controlling interests) of the Company 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 Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”). For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders during such quarter calculated in accordance with U.S. GAAP excluding our 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 Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter. The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’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 fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of pre-incentive fee net income of the Company, if any, that exceeds 2.2223 % for portions of such quarter. These calculations will be prorated for any periods of less than three months. The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our 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 Fee payments were made to the Manager. The Management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Consolidated and Combined Consolidated Statements 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 consolidated and combined consolidated financial statements. Income Incentive Fee and Capital Gains Incentive Fee —The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period. 92 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table summarizes the Management fees, Income Incentive Allocation and Capital Gains Incentive Allocation included in these consolidated and combined consolidated financial statements: Year Ended December 31, 2022 2021 2020 Management fees $ 12,964 $ 15,638 $ 13,073 Capital gains incentive allocation — — — Total $ 12,964 $ 15,638 $ 13,073 For periods post-spin, we pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. For periods pre-spin, the Former Parent paid all of its operating expenses, except those specifically required to be borne by the Manager under the management agreement between the Former Parent and the Manager. The expenses required to be paid by the Company 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 Company’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, 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 stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent. We 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; we do not reimburse the Manager for these expenses. The following table summarizes our reimbursements to the Manager: Year Ended December 31, 2022 2021 2020 Classification in the Consolidated and Combined Consolidated Statements of Operations: General and administrative expenses $ 4,286 $ 3,937 $ 4,053 Acquisition and transaction expenses 1,067 1,105 682 Total $ 5,353 $ 5,042 $ 4,735 If we terminate the Management Agreement, we 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 such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’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 our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock 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 our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). Any ultimate purchaser of common shares for which such options are granted may be an affiliate of Fortress. In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Notes 18 and 19. The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated and Combined Consolidated Balance Sheets: 93 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) December 31, 2022 2021 Accrued management fee 3,092 1,495 Other payables — 1,075 As of December 31, 2022 and 2021, there were no receivables from the Manager. Other Affiliate Transactions As of December 31, 2022 and 2021, affiliates of our Manager 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 accompanying consolidated and combined consolidated financial statements. The carrying amount of this non-controlling interest as of December 31, 2022 and 2021 was $( 41.1 ) million and $( 9.1 ) million, respectively. The following table presents the amount of this non-controlling interest share of net loss: Year Ended December 31, 2022 2021 2020 Non-controlling interest share of net loss $ ( 32,018 ) $ ( 26,472 ) $ ( 16,522 ) 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 December 31, 2022, FYX is presented on a consolidated basis in the Consolidated and Combined Consolidated Statements of Operations and the Consolidated and Combined Consolidated Balance Sheets. Additionally, other investors in FYX are also affiliates of our Manager. In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge. Refer to Note 6 for additional information. 17. SEGMENT INFORMATION Prior to the third quarter of 2022, we operated as three reportable and operating segments. During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below. Additionally, during the third quarter of 2022, we modified our definition of Adjusted EBITDA to exclude the impact of interest costs on pension and other post-employment benefit (“OPEB”) liabilities and dividends and accretion of redeemable preferred stock. All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure. Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of five freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal and other related assets. The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an investment in the majority stake of 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 (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest costs on pension and OPEB liabilities, and dividends and accretion of redeemable preferred stock, (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 stockholders and Former Parent, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders and Former Parent as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment: I. For the Year Ended December 31, 2022 Year Ended December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 149,661 $ 60,289 $ 4,117 $ — $ — $ 47,899 $ 261,966 Expenses Operating expenses 84,863 56,417 17,072 826 10 48,969 208,157 General and administrative — — — — — 10,891 10,891 Acquisition and transaction expenses 763 64 — 458 280 15,279 16,844 Management fees and incentive allocation to affiliate — — — — — 12,964 12,964 Depreciation and amortization 20,164 39,318 9,322 — — 1,945 70,749 Total expenses 105,790 95,799 26,394 1,284 290 90,048 319,605 Other expense Equity in (losses) earnings of unconsolidated entities — — — ( 60,538 ) ( 7,012 ) 151 ( 67,399 ) Loss on sale of assets, net ( 1,603 ) — — — — — ( 1,603 ) Interest expense ( 212 ) ( 24,798 ) ( 1,590 ) — ( 26,639 ) ( 53,239 ) Other (expense) income ( 1,632 ) ( 4,317 ) — 524 2,123 133 ( 3,169 ) Total other expense ( 3,447 ) ( 29,115 ) ( 1,590 ) ( 60,014 ) ( 4,889 ) ( 26,355 ) ( 125,410 ) Income (loss) before income taxes 40,424 ( 64,625 ) ( 23,867 ) ( 61,298 ) ( 5,179 ) ( 68,504 ) ( 183,049 ) Provision for income taxes 1,287 3,016 165 — — — 4,468 Net income (loss) 39,137 ( 67,641 ) ( 24,032 ) ( 61,298 ) ( 5,179 ) ( 68,504 ) ( 187,517 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 15 ( 32,018 ) ( 1,242 ) — — ( 688 ) ( 33,933 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 23,657 23,657 Net income (loss) attributable to stockholders and Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 ) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent: Year Ended December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 64,286 $ 18,490 $ ( 12,743 ) $ 18,039 $ ( 2,334 ) $ ( 24,710 ) $ 61,028 Add: Non-controlling share of Adjusted EBITDA 16,279 Add: Equity in losses of unconsolidated entities ( 67,399 ) Less: Interest costs on pension and OPEB liabilities ( 1,232 ) Less: Dividends and accretion of redeemable preferred stock ( 23,657 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 13,939 ) Less: Interest expense ( 53,239 ) Less: Depreciation and amortization expense ( 70,749 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 1,125 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 16,844 ) Less: Equity-based compensation expense ( 4,146 ) Less: Provision for income taxes ( 4,468 ) Net loss attributable to stockholders and Former Parent $ ( 177,241 ) II. For the Year Ended December 31, 2021 Year Ended December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 62,250 $ 46,352 $ 11,617 $ — $ — $ — $ 120,219 Expenses Operating expenses 35,824 48,255 14,304 99 — 59 98,541 General and administrative — — — — — 8,737 8,737 Acquisition and transaction expenses 2,841 — — — — 11,985 14,826 Management fees and incentive allocation to affiliate — — — — — 15,638 15,638 Depreciation and amortization 8,951 36,013 9,052 — — — 54,016 Total expenses 47,616 84,268 23,356 99 — 36,419 191,758 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 13,597 ) ( 372 ) 470 ( 13,499 ) Gain on sale of assets, net — — 16 — — — 16 Interest expense ( 60 ) ( 14,812 ) ( 1,147 ) — — — ( 16,019 ) Other expense ( 422 ) ( 4,726 ) — ( 3,782 ) — — ( 8,930 ) Total other (expense) income ( 482 ) ( 19,538 ) ( 1,131 ) ( 17,379 ) ( 372 ) 470 ( 38,432 ) Income (loss) before income taxes 14,152 ( 57,454 ) ( 12,870 ) ( 17,478 ) ( 372 ) ( 35,949 ) ( 109,971 ) Provision for (benefit from) income taxes 64 229 — ( 3,930 ) — 7 ( 3,630 ) Net income (loss) 14,088 ( 57,683 ) ( 12,870 ) ( 13,548 ) ( 372 ) ( 35,956 ) ( 106,341 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 26,250 ) ( 222 ) — — — ( 26,472 ) Net income (loss) attributable to Former Parent $ 14,088 $ ( 31,433 ) $ ( 12,648 ) $ ( 13,548 ) $ ( 372 ) $ ( 35,956 ) $ ( 79,869 ) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Former Parent: Year Ended December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 26,449 $ 10,631 $ ( 4,149 ) $ 25,524 $ ( 372 ) $ ( 24,372 ) $ 33,711 Add: Non-controlling share of Adjusted EBITDA 12,508 Add: Equity in losses of unconsolidated entities ( 13,499 ) Less: Interest costs on pension and OPEB liabilities ( 445 ) Less: Dividends and accretion of redeemable preferred stock — Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 29,095 ) Less: Interest expense ( 16,019 ) Less: Depreciation and amortization expense ( 54,016 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 2,220 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses ( 14,826 ) Less: Equity-based compensation expense ( 4,038 ) Less: Benefit from income taxes 3,630 Net loss attributable to Former Parent $ ( 79,869 ) III. For the Year Ended December 31, 2020 Year Ended December 31, 2020 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 4,424 $ 60,283 $ 3,855 $ — $ — $ — $ 68,562 Expenses Operating expenses 5,992 53,072 8,971 1,356 — — 69,391 General and administrative — — — — — 8,522 8,522 Acquisition and transaction expenses — — — 907 — 751 1,658 Management fees and incentive allocation to affiliate — — — — — 13,073 13,073 Depreciation and amortization 583 29,034 1,497 — — — 31,114 Total expenses 6,575 82,106 10,468 2,263 — 22,346 123,758 Other income (expense) Equity in (losses) earnings of unconsolidated entities — — — ( 3,222 ) — 115 ( 3,107 ) Loss on sale of assets, net — ( 8 ) — — — — ( 8 ) Loss on extinguishment of debt — ( 4,724 ) — — — ( 4,724 ) Interest expense ( 3 ) ( 9,426 ) ( 1,335 ) — — — ( 10,764 ) Other income — 92 — — — — 92 Total other (expense) income ( 3 ) ( 14,066 ) ( 1,335 ) ( 3,222 ) — 115 ( 18,511 ) Loss before income taxes ( 2,154 ) ( 35,889 ) ( 7,948 ) ( 5,485 ) — ( 22,231 ) ( 73,707 ) Provision for (benefit from) income taxes — 278 — ( 2,265 ) — 3 ( 1,984 ) Net loss ( 2,154 ) ( 36,167 ) ( 7,948 ) ( 3,220 ) — ( 22,234 ) ( 71,723 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 16,483 ) ( 39 ) — — — ( 16,522 ) Net loss attributable to Former Parent $ ( 2,154 ) $ ( 19,684 ) $ ( 7,909 ) $ ( 3,220 ) $ — $ ( 22,234 ) $ ( 55,201 ) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Former Parent: Year Ended December 31, 2020 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ ( 1,568 ) $ 16,118 $ ( 4,548 ) $ 1,948 $ — $ ( 21,759 ) $ ( 9,809 ) Add: Non-controlling share of Adjusted EBITDA 9,637 Add: Equity in losses of unconsolidated entities ( 3,107 ) Less: Interest costs on pension and OPEB liabilities — Less: Dividends and accretion of redeemable preferred stock — Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 3,140 ) Less: Interest expense ( 10,764 ) Less: Depreciation and amortization expense ( 31,114 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments ( 181 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 4,724 ) Less: Acquisition and transaction expenses ( 1,658 ) Less: Equity-based compensation expense ( 2,325 ) Less: Provision for income taxes 1,984 Net loss attributable to Former Parent $ ( 55,201 ) IV. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 56,631 $ 166,252 $ 16,888 $ 396 $ 20,747 $ 16,890 $ 277,804 Non-current assets 672,275 1,136,095 289,132 8,142 84,390 10,561 2,200,595 Total assets 728,906 1,302,347 306,020 8,538 105,137 27,451 2,478,399 Debt, net 10,000 732,145 25,000 — — 463,012 1,230,157 Current liabilities 51,902 81,147 5,958 906 — 19,668 159,581 Non-current liabilities 59,698 790,687 28,163 187,165 — 463,721 1,529,434 Total liabilities 111,600 871,834 34,121 188,071 — 483,389 1,689,015 Redeemable preferred stock — — — — — 264,590 264,590 Non-controlling interests in equity of consolidated subsidiaries 1,403 ( 33,048 ) 1,093 — — 3,723 ( 26,829 ) Total equity 617,306 430,513 271,899 ( 179,533 ) 105,137 ( 720,528 ) 524,794 Total liabilities, redeemable preferred stock and equity $ 728,906 $ 1,302,347 $ 306,020 $ 8,538 $ 105,137 $ 27,451 $ 2,478,399 December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 72,965 $ 296,753 $ 34,943 $ 357 $ 7,680 $ 286 $ 412,984 Non-current assets 695,632 987,678 281,599 — 53,152 11,256 2,029,317 Total assets 768,597 1,284,431 316,542 357 60,832 11,542 2,442,301 Debt, net — 693,624 25,000 — — — 718,624 Current liabilities 56,690 67,612 5,135 19 — 11 129,467 Non-current liabilities 52,180 753,113 27,965 17,530 — — 850,788 Total liabilities 108,870 820,725 33,100 17,549 — 11 980,255 Non-controlling interests in equity of consolidated subsidiaries — ( 2,604 ) 1,888 — — 625 ( 91 ) Total equity 659,727 463,706 283,442 ( 17,192 ) 60,832 11,531 1,462,046 Total liabilities and equity $ 768,597 $ 1,284,431 $ 316,542 $ 357 $ 60,832 $ 11,542 $ 2,442,301 94 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 18. REDEEMABLE PREFERRED STOCK On August 1, 2022, the Company issued and sold 300,000 shares of Redeemable Preferred Stock at a price of $ 1,000 per share and $ 0.01 par value. The shares were issued at a 3 % discount for net proceeds of $ 291.0 million. The Company also issued two classes of warrants to the preferred stockholders (see Note 19). The fair value of the Redeemable Preferred Stock and the warrants at issuance were determined to be $ 242.7 million (net of issuance cost) and $ 13.8 million, respectively. The Company incurred $ 16.4 million of issuance costs related to the Redeemable Preferred Stock and warrants. Additionally, the Company issued options to the Manager with a total fair value of $ 18.1 million (see Note 16). The Redeemable Preferred Stock has the following rights, preferences and restrictions: Voting Each holder of the Redeemable Preferred Stock will have one vote per share on any matter on which holders of the Redeemable Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Redeemable Preferred Stock do not otherwise have any voting rights. Liquidation Preference The Redeemable Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Redeemable Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”). Dividends Dividends on the Redeemable Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Redeemable Preferred Stock. Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Redeemable Preferred Stock, where the dividend is not paid in cash. Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Redeemable Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion. After the second anniversary of the issuance date, we are required to pay such dividends in cash. Failure to pay such dividends will result in a dividend rate equal to 18.0 % per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance. The dividend rate on the Redeemable Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock. As of December 31, 2022, the Company has $ 19.2 million of dividends paid-in-kind, increasing our Redeemable Preferred Stock balance, and $ 1.8 million of dividends paid in cash. The Company has presented the Redeemable Preferred Stock in temporary equity and is accreting the discount and debt issuance costs using the interest method to the earliest redemption date of August 1, 2030. Such accretion, recorded in dividends and accretion of redeemable preferred stock on the Consolidated and Combined Consolidated Statements of Operations, totaled $ 2.7 million for the year ended December 31, 2022. Redemption Mandatory Redemption : The Redeemable Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Optional Redemption : The Redeemable Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company. If the Redeemable Preferred Stock were redeemed as of December 31, 2022, it would be redeemable for $ 448.2 million. 95 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 19. EARNINGS PER SHARE AND EQUITY Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any participating securities. Diluted LPS is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any participating securities and potentially dilutive securities. Potentially dilutive securities are calculated using the treasury stock method. The calculation of basic and diluted LPS is presented below: Year Ended December 31, (in thousands, except per share data) 2022 2021 2020 Net loss $ ( 187,517 ) $ ( 106,341 ) $ ( 71,723 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 33,933 ) ( 26,472 ) ( 16,522 ) Less: Dividends and accretion of redeemable preferred stock 23,657 — — Net loss attributable to stockholders and Former Parent $ ( 177,241 ) $ ( 79,869 ) $ ( 55,201 ) Weighted Average Common Stock Outstanding - Basic (1) 102,747,121 99,387,467 99,387,467 Weighted Average Common Stock Outstanding - Diluted (1) 102,747,121 99,387,467 99,387,467 Loss per share: Basic $ ( 1.73 ) $ ( 0.80 ) $ ( 0.56 ) Diluted (2) $ ( 1.73 ) $ ( 0.80 ) $ ( 0.56 ) ________________________________________________________ (1) The year ended December 31, 2022 includes penny warrants which can be converted into a fixed amount of our stock. (2) Diluted LPS for the year ended December 31, 2022 includes the dilutive effect of subsidiary earnings per share. For the year ended December 31, 2022, 586,269 shares of common stock have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive. On the Spin-off Date, FTAI distributed one share of FTAI Infrastructure, Inc. common stock for each FTAI common share held by FTAI’s shareholders of record as of the record date. As of that date, 99,387,467 shares of common stock 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 years ended December 31, 2021 and 2020, 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, Inc. outstanding prior to the spin-off. In addition, as of the Spin-off Date, each FTAI option held by the Manager or by the directors, officers, employees, service providers, consultants and advisors of the Manager was converted into an adjusted FTAI option and a new FTAI Infrastructure Inc. option. The exercise price of each adjusted FTAI Infrastructure Inc. option was set to collectively maintain the intrinsic value of the FTAI option immediately prior to the spin-off and to maintain the ratio of the exercise price of the adjusted FTAI option and the FTAI Infrastructure Inc. option, respectively, to the fair market value of the underlying shares. The terms and conditions applicable to each FTAI Infrastructure option are substantially similar to the terms and conditions otherwise applicable to the FTAI option. On August 1, 2022, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 18. We issued 15,000 options to purchase common stock to certain directors as compensation during the year ended December 31, 2022. Common Stock Warrants On August 1, 2022, in connection with the Redeemable Preferred Stock raise, the Company issued two classes of warrants to the redeemable preferred stockholders. The Series I Warrants represent the right to purchase 3,342,566 shares of common stock, at an exercise price of $ 10.00 per share, and the Series II Warrants represent the right to purchase 3,342,566 shares of common stock at an exercise price of $ 0.01 per share. Both classes of warrants expire on the earlier of August 1, 2030 or a change in control. The Series II Warrants participate on an as-converted basis in any dividends with respect to the common stock. 96 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) A summary of the status of the Company’s outstanding stock warrants and changes during the year ended December 31, 2022 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2021 — $ — Issued 6,685,132 5.01 Expired — — Exercised — — Outstanding as of December 31, 2022 6,685,132 $ 5.01 Warrants exercisable as of December 31, 2022 6,685,132 $ 5.01 The weighted average remaining contractual term of the outstanding warrants as of December 31, 2022 is 7.6 years. The aggregate intrinsic value of the warrants as of December 31, 2022 is $ 9.8 million. 20. 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 also 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 certain 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 and paid during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2022. Jefferson Terminal 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 Terminal is obligated to pay fixed marketing fees over the two-year agreement, which totals a minimum of $ 3.6 million for the next twelve months. 21. SUBSEQUENT EVENTS Director Compensation In January 2023, we issued 21,277 shares of common stock to a certain director as compensation. Transtar Revolver Amendment On January 13, 2023, we entered into an amendment agreement for the Transtar Revolver that provides for incremental revolving loans in the aggregate amount of $ 25.0 million. Dividends On March 1, 2023, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended December 31, 2022, payable on March 28, 2023 to the holders of record on March 14, 2023. 97 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.