What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-10-27 compared with 2023-07-27 · 174 added, 156 removed, 421 unchanged (44% of the section changed)

18 unchanged sentences

We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities.

As of June 30, 2023, we had total consolidated assets of $2.4 billion and redeemable preferred equity and equity of $0.8 billion.

As of September 30, 2023, we had total consolidated assets of $2.4 billion and redeemable preferred equity and equity of $0.8 billion.

Operating Segments

24 unchanged sentences

Adjusted EBITDA is defined as net income (loss) attributable to stockholders or Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion on redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA .

Comparison of the three and six months ended June 30, 2023 and 2022

Comparison of the three and nine months ended September 30, 2023 and 2022

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

12 unchanged sentences

Total expenses 94,938 87,691 7,247 277,919 234,565 43,354

Other expense

Equity in (losses) earnings of unconsolidated entities (1,625) (13,859) 12,234 2,741 (35,902) 38,643

Gain on sale of assets, net 647 — 647 523 — 523

Other (expense) income

Equity in losses of unconsolidated entities (9,914) (12,080) 2,166 (7,173) (47,982) 40,809

(Loss) gain on sale of assets, net (263) (134) (129) 260 (134) 394

Loss on extinguishment of debt (2,020) — (2,020) (2,020) — (2,020)

Interest expense (25,999) (19,161) (6,838) (73,431) (32,106) (41,325)

8 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

15 unchanged sentences

1,131 — 1,131 2,470 — 2,470

Equity in losses (earnings) of unconsolidated entities 1,625 13,859 (12,234) (2,741) 35,902 (38,643)

Equity in losses of unconsolidated entities 9,914 12,080 (2,166) 7,173 47,982 (40,809)

Non-controlling share of Adjusted EBITDA (3)

2 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(i) net loss of $(1,660) and $(13,919), (ii) interest expense of $8,304 and $6,795, (iii) depreciation and amortization expense of $7,967 and $6,349, (iv) acquisition and transaction expenses of $237 and $387, (v) changes in fair value of non-hedge derivative instruments of $(7,963) and $7,118 and (vi) equity-based compensation of $1 and $95, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

(i) net income (loss) of $2,658 and $(36,007), (ii) interest expense of $16,336 and $13,258, (iii) depreciation and amortization expense of $13,633 and $12,633, (iv) acquisition and transaction expenses of $257 and $391, (v) changes in fair value of non-hedge derivative instruments of $(17,810) and $21,732, (vi) equity-based compensation of $2 and $193 and (vii) asset impairment of $— and $32, respectively.

(2) Includes the following items for the three and six months ended June 30, 2023:

subsidiary severance expense of $51 and $1,339, respectively.

(3) Includes the following items for the three months ended June 30, 2023 and 2022:

(i) equity-based compensation of $76 and $124, (ii) provision for income taxes of $35 and $14, (iii) interest expense of $1,880 and $1,319, (iv) depreciation and amortization expense of $2,944 and $2,321, (v) changes in fair value of non-hedge derivative instruments of $— and $(62), (vi) acquisition and transaction expense of $8 and $—, (vii) interest and other costs on pension and OPEB liabilities of $1 and $— and (viii) asset impairment of $2 and $—, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

(1) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) net loss of $(9,941) and $(12,177), (ii) interest expense of $8,830 and $7,551, (iii) depreciation and amortization expense of $6,965 and $7,883, (iv) acquisition and transaction expenses of $50 and $(16), (v) changes in fair value of non-hedge derivative instruments of $(352) and $6,432, (vi) equity-based compensation of $2 and $95 and (vii) asset impairment of $— and $2, respectively.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) net loss of $(7,283) and $(48,184), (ii) interest expense of $25,166 and $20,809, (iii) depreciation and amortization expense of $20,598 and $20,516, (iv) acquisition and transaction expenses of $307 and $375, (v) changes in fair value of non-hedge derivative instruments of $(18,162) and $28,164, (vi) equity-based compensation of $4 and $288 and (vii) asset impairment of $— and $34, respectively.

(2) Includes the following items for the three months ended September 30, 2023:

certain non-cash expenses related to cancellation of restricted shares of $1,131.

Includes the following items for the nine months ended September 30, 2023:

certain non-cash expenses related to cancellation of restricted shares and Railroad severance expense of $2,470.

(3) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) equity-based compensation of $718 and $102, (ii) (benefit from) provision for income taxes of $(19) and $464, (iii) interest expense of $1,821 and $1,326, (iv) depreciation and amortization expense of $2,870 and $2,507, (v) changes in fair value of non-hedge derivative instruments of $— and $(15), (vi) acquisition and transaction expense of $19 and $117 and (vii) interest and other costs on pension and OPEB liabilities of $1 and $1, respectively.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) equity-based compensation of $904 and $352, (ii) provision for income taxes of $69 and $494, (iii) interest expense of $5,558 and $4,029, (iv) depreciation and amortization expense of $8,950 and $7,091, (v) changes in fair value of non-hedge derivative instruments of $61 and $(50), (vi) other non-recurring items of $3 and $—, (vii) acquisition and transaction expense of $27 and $117, (viii) interest and other costs on pension and OPEB liabilities of $3 and $1 and (ix) asset impairment of $2 and $—, respectively.

Comparison of the three months ended June 30, 2023 and 2022

Total revenues increased $16.0 million due to higher revenues of $8.1 million in the Corporate and Other segment, $2.9 million in the Railroad segment, $2.6 million in the Jefferson Terminal segment and $2.3 million in the Repauno segment.

Roadside services revenue increased $8.1 million due to the acquisition of a majority stake in and consolidation of FYX in May 2022.

Terminal services revenues increased $6.6 million primarily due to higher throughput volumes at Jefferson Terminal and the commencement of a butane throughput contract at Repauno in April 2023.

Comparison of the three months ended September 30, 2023 and 2022

Total revenues increased $2.1 million due to higher revenues of $2.7 million in the Railroad segment and $2.2 million in the Repauno segment, offset by lower revenues of $2.2 million in the Corporate and Other segment and $0.6 million in the Jefferson Terminal segment.

Roadside services revenue decreased $2.2 million due to the decline of roadside services for FYX in 2023.

Terminal services revenues increased $3.4 million primarily due to the commencement of a butane throughput contract at Repauno in April 2023.

Rail revenues increased $2.7 million primarily due to an increase in both carloads and rates per car.

Comparison of the six months ended June 30, 2023 and 2022

Comparison of the nine months ended September 30, 2023 and 2022

Total revenues increased $48.5 million due to higher revenues of $23.8 million in the Corporate and Other segment, $11.5 million in the Railroad segment, $8.1 million in the Jefferson Terminal segment and $5.0 million in the Repauno segment.

2 unchanged sentences

Rail revenues increased $11.7 million primarily due to (i) an increase in both carloads and rates per car and (ii) the implementation of a fuel surcharge that went into effect in March 2022.

Comparison of the three months ended June 30, 2023 and 2022

Total expenses increased $10.1 million, primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses.

Comparison of the three months ended September 30, 2023 and 2022

Total expenses increased $7.2 million, primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and partially offset by a decrease in (iii) acquisition and transaction expenses.

Operating expenses increased $7.5 million which primarily reflects:

• an increase of $6.2 million in compensation and benefits primarily due to (i) an increase of $4.2 million in the Railroad segment primarily related to an increase in labor and other costs associated with higher carload activity and (ii) an increase of $2.1 million in the Corporate and Other segment due to the acquisition and consolidation of FYX in May 2022;

• an increase of $5.7 million in cost of sales in the Corporate and Other segment due to the acquisition and consolidation of FYX in May 2022.

Depreciation and amortization increased $3.0 million primarily due to (i) additional assets placed in service at Jefferson Terminal and (ii) the acquisition and consolidation of FYX in May 2022.

General and administrative expense increased $1.2 million primarily due to higher professional fees in the Corporate and Other segment.

• an increase of $6.3 million in compensation and benefits primarily due to (i) an increase of $2.5 million in the Railroad segment primarily related to an increase in labor and other costs associated with higher carload activity, (ii) an increase of $2.6 million in the Jefferson segment primarily due to costs associated with stock-based compensation, higher labor and other costs associated with increased terminal throughput activity and (iii) an increase of $1.2 million in the Repauno segment due to costs associated with stock-based compensation and increased labor;

• an increase of $3.6 million related to costs associated with Railroad operations due to increased traffic;

partially offset by

• a decrease of $2.5 million in cost of sales in the Corporate and Other segment due to fewer roadside service jobs at FYX.

Depreciation and amortization increased $2.0 million primarily due to additional assets placed in service at Jefferson Terminal.

General and administrative expense decreased $0.7 million primarily due to lower professional fees in the Corporate and Other segment.

Acquisition and transaction expenses decreased $2.1 million primarily due to expenses incurred in 2022 related to the Spin-off.

Comparison of the six months ended June 30, 2023 and 2022

Total expenses increased $36.1 million, primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses and (v) management fees and incentive allocation to affiliate.

Comparison of the nine months ended September 30, 2023 and 2022

Total expenses increased $43.4 million, primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses.

Operating expenses increased $48.1 million which primarily reflects:

• an increase of $17.0 million in cost of sales in the Corporate and Other segment due to the acquisition and consolidation of FYX in May 2022;

• an increase of $13.7 million in compensation and benefits primarily due to (i) an increase of $8.6 million in the Railroad segment primarily related to (a) an increase in labor and other costs associated with higher carload activity and (b) severance costs at Transtar and (ii) an increase of $4.8 million in the Corporate and Other segment due to the acquisition and consolidation of FYX in May 2022;

• an increase of $20.0 million in compensation and benefits primarily due to (i) an increase of $11.2 million in the Railroad segment primarily related to (a) an increase in labor and other costs associated with higher carload activity and (b) severance costs at Transtar, (ii) an increase of $4.7 million in the Corporate and Other segment due to the acquisition and consolidation of FYX in May 2022 and (iii) an increase of $3.7 million in the Jefferson and Repauno segments due to costs associated with stock-based compensation;

• an increase of $5.2 million in repairs and maintenance expense due to increased activity at Transtar and Jefferson Terminal.

1 unchanged sentence

Acquisition and transaction expenses decreased $14.3 million primarily due to expenses incurred in 2022 related to the Spin-off.

Management fees and incentive allocations to affiliate decreased $1.2 million due to a lower average equity base compared to the Former Parent in 2022.

Other expense

Total other expense increased $2.9 million during the three months ended June 30, 2023 which primarily reflects:

• an increase in interest expense of $17.7 million primarily due to an increase in the average outstanding debt of approximately $571.2 million which consists of (i) $476.6 million for the Senior Notes due 2027, (ii) $50.0 million for the Transtar Revolver, (iii) $28.3 million for the EB-5 Loan Agreement and (iv) $16.3 million for the Credit Agreement, partially offset by

Total other expense increased $3.3 million during the three months ended September 30, 2023 which primarily reflects:

• an increase in interest expense of $6.8 million primarily due to an increase in the average outstanding debt of approximately $284.0 million which consists of (i) $255.7 million for the Senior Notes due 2027 and (ii) $28.3 million for the EB-5 Loan Agreement;

• an increase in loss on extinguishment of debt of $2.0 million due to repayment of amounts outstanding under the Transtar Revolver and Credit Agreement in full, partially offset by

• an increase of $2.2 million in equity in earnings of unconsolidated entities primarily due to unrealized gains on power swaps at Long Ridge;

• an increase of $3.5 million in Other income due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy and Power LLC.

Total other expense decreased $7.3 million during the six months ended June 30, 2023 which primarily reflects:

Total other expense decreased $4.0 million during the nine months ended September 30, 2023 which primarily reflects:

• an increase of $40.8 million in equity in earnings of unconsolidated entities primarily due to unrealized gains on power swaps at Long Ridge;

1 unchanged sentence

• an increase in interest expense of $41.3 million primarily due to an increase in the average outstanding debt of approximately $471.4 million which consists of (i) $402.6 million for the Senior Notes due 2027, (ii) $33.3 million for the Transtar Revolver, (iii) $30.0 million for the EB-5 Loan Agreement and (iv) $5.5 million for the Credit Agreement;

Net loss decreased $4.1 million and $18.5 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

• an increase in loss on extinguishment of debt of $2.0 million due to repayment of amounts outstanding under the Transtar Revolver and Credit Agreement in full.

Net loss increased $6.9 million and decreased $11.6 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $6.1 million and $16.5 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $1.4 million and increased $15.0 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Railroad Segment

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

9 unchanged sentences

Loss on sale of assets, net (264) (134) (130) (473) (134) (339)

Loss on extinguishment of debt (937) — (937) (937) — (937)

Interest expense (82) (64) (18) (2,252) (143) (2,109)

2 unchanged sentences

Income before income taxes 11,181 11,113 68 32,429 32,994 (565)

Provision for income taxes 720 1,818 (1,098) 1,318 3,333 (2,015)

Provision for (benefit from) income taxes 524 (942) 1,466 1,842 2,391 (549)

Net income 10,657 12,055 (1,398) 30,587 30,603 (16)

2 unchanged sentences

The following table sets forth a reconciliation of net income attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

19 unchanged sentences

________________________________________________________

(1) Includes the following items for the three and six months ended June 30, 2023:

Transtar severance expense of $51 and $1,339, respectively.

(2) Includes the following items for the three and six months ended June 30, 2023:

(i) equity-based compensation of $— and $1, (ii) provision for income taxes of $— and $1, (iii) depreciation and amortization expense of $12 and $22, (iv) interest expense of $3 and $5, (v) other non-recurring items of $— and $3, (vi) interest and other costs on pension and OPEB liabilities of $1 and $2 and (vii) asset impairment of $2 and $2, respectively.

Total revenues increased $2.9 million during the three months ended June 30, 2023 primarily due to both an increase in carloads and rates per car.

Total revenues increased $8.9 million during the six months ended June 30, 2023 due to (i) both an increase in carloads and rates per car and (ii) the implementation of a fuel surcharge that went into effect in March 2022.

Total expenses increased $2.3 million during the three months ended June 30, 2023 which primarily reflects (i) an increase in operating expense of $1.4 million due to an increase in labor and other costs associated with higher carload activity and (ii) impairment of $0.6 million for certain scrap assets.

Total expenses increased $6.8 million during the six months ended June 30, 2023 which primarily reflects (i) an increase in operating expense of $5.6 million due to (a) an increase in labor and other costs associated with higher carload activity and (b) repairs and maintenance and (ii) impairment of $0.7 million for certain scrap assets.

(1) Includes the following items for the three and nine months ended September 30, 2023:

Railroad severance expense of $— and $1,339, respectively.

(2) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) equity-based compensation of $1 and $1, (ii) provision for income taxes of $3 and $2, (iii) depreciation and amortization expense of $13 and $16, (iv) interest and other costs on pension and OPEB liabilities of $1 and $1 and (v) acquisition and transaction expense of $1 and $—, respectively.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) equity-based compensation of $2 and $1, (ii) provision for income taxes of $4 and $2, (iii) depreciation and amortization expense of $35 and $16, (iv) interest expense of $5 and $—, (v) other non-recurring items of $3 and $—, (vi) interest and other costs on pension and OPEB liabilities of $3 and $1, (vii) asset impairment of $2 and $— and (viii) acquisition and transaction expense of $1 and $—, respectively.

Total revenues increased $2.7 million during the three months ended September 30, 2023 primarily due to both an increase in carloads and rates per car.

Total revenues increased $11.5 million during the nine months ended September 30, 2023 due to both an increase in (i) carloads and rates per car and (ii) the implementation of a fuel surcharge that went into effect in early 2022.

Total expenses increased $1.3 million during the three months ended September 30, 2023 which primarily reflects an increase in operating expense of $2.3 million due to (i) an increase in compensation, benefits and other costs associated with higher carload activity and is partially offset by (ii) a decrease in depreciation and amortization expense of $1.0 million due to a decrease in railcars.

Total expenses increased $8.1 million during the nine months ended September 30, 2023 which primarily reflects an increase in operating expense of $7.9 million due to (i) an increase in compensation, benefits and other costs associated with higher carload activity and (ii) repairs and maintenance.

Other expense

Total other expense increased $1.5 million and $2.7 million during the three and six months ended June 30, 2023, respectively, which primarily reflects an increase in interest expense related to the revolver entered into in the fourth quarter of 2022.

Total other expense increased $1.3 million and $4.0 million during the three and nine months ended September 30, 2023, respectively, which primarily reflects (i) an increase in interest expense related to the revolver entered into in the fourth quarter of 2022 and paid off in the third quarter of 2023 and (ii) an increase in loss on extinguishment of debt due to repayment of amounts outstanding under the Transtar Revolver in full.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $1.6 million and $5.1 million during the three and six months ended June 30, 2023, respectively, primarily due to the activity noted above.

Adjusted EBITDA decreased $1.0 million and increased $4.1 million during the three and nine months ended September 30, 2023, respectively, primarily due to the activity noted above.

Jefferson Terminal Segment

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

6 unchanged sentences

Total expenses 30,271 23,942 6,329 86,735 70,765 15,970

Other expense

Other income (expense)

Gain on sale of assets, net 1 — 1 733 — 733

Interest expense (8,280) (5,983) (2,297) (24,142) (18,220) (5,922)

Other expense (349) (1,291) 942 (1,412) (1,390) (22)

Other income (expense) 109 (1,401) 1,510 (1,303) (2,791) 1,488

Total other expense (8,170) (7,384) (786) (24,712) (21,011) (3,701)

Loss before income taxes (21,831) (14,149) (7,682) (58,641) (47,025) (11,616)

Provision for income taxes 152 68 84 350 137 213

(Benefit from) provision for income taxes (126) 2,114 (2,240) 224 2,251 (2,027)

Net loss (21,705) (16,263) (5,442) (58,865) (49,276) (9,589)

2 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

Net loss attributable to stockholders/Former Parent $ (12,017) $ (8,261) $ (3,756) $ (29,944) $ (26,003) (3,941)

Provision for income taxes 152 68 84 350 137 213

(Benefits from) provision for income taxes (126) 2,114 (2,240) 224 2,251 (2,027)

Equity-based compensation expense 2,932 430 2,502 3,679 1,506 2,173

10 unchanged sentences

Other non-recurring items (1)

1,131 — 1,131 1,131 — 1,131

Equity in earnings of unconsolidated entities — — — — — —

3 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(1) Includes the following items for the three and nine months ended September 30, 2023:

certain non-cash expenses related to cancellation of restricted shares of $1,131 and $1,131, respectively.

(2) Includ es the following items for the three months ended September 30, 2023 and 2022:

(i) equity-based compensation of $658 and $94, (ii) provision for income taxes of $(30) and $462, (iii) interest expense of $1,786 and $1,306, (iv) depreciation and amortization expense of $2,728 and $2,129 and (v) acquisition and transaction expense of $18 and $—, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) equity-based compensation of $831 and $329, (ii) provision for income taxes of $51 and $492, (iii) interest expense of $5,453 and $3,979, (iv) depreciation and amortization expense of $8,280 and $6,374 and (v) acquisition and transaction expense of $26 and $—, respectively.

Total revenues increased $2.6 million and $8.6 million during the three and six months ended June 30, 2023, respectively, primarily due to an increase in average refined products throughput volumes.

Total expenses increased $4.2 million during the three months ended June 30, 2023 which primarily reflects:

• an increase in operating expenses of $1.7 million primarily due to higher labor and other costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization of $2.4 million due to additional assets being placed into service.

Total expenses increased $9.6 million during the six months ended June 30, 2023, which reflects:

• an increase in operating expenses of $5.0 million primarily due to higher labor and other costs associated with increased terminal throughput activity;

Total revenues decreased $0.6 million during the three months ended September 30, 2023 due to a decrease in average crude oil throughput volumes.

Total revenues increased $8.1 million during the nine months ended September 30, 2023 primarily due to an increase in average refined products throughput volumes.

Total expenses increased $6.3 million during the three months ended September 30, 2023 which primarily reflects:

• an increase in operating expenses of $3.4 million primarily due to costs associated with stock-based compensation, higher labor and other costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization of $2.9 million due to additional assets being placed into service.

Total expenses increase d $16.0 million during the nine months ended September 30, 2023, which primarily reflects:

• an increase in operating expenses of $8.4 million p rimarily due to costs associated with stock-based compensation, higher labor and other costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization o f $7.5 million due to additional assets being placed into service.

Other expense

Other expense increased $2.9 million during the six months ended June 30, 2023, which primarily reflects (i) an increase in interest expense of $3.6 million due to additional borrowings for the EB-5 Loan Agreement, partially offset by (ii) a gain on sale for land of $0.7 million.

Other expense increased $0.8 million during the three months ended September 30, 2023, which primarily reflects (i) an increase in interest expense of $2.3 million due to additional borrowings for the EB-5 Loan Agreement, partially offset by (ii) a benefit of $1.5 million from the decrease in prior period losses related to the termination of a pipeline contract.

Other expense increased $3.7 million during the nine months ended September 30, 2023, which primarily reflects (i) an increase in interest expense of $5.9 million due to additional borrowings for the EB-5 Loan Agreement, partially offset by (ii) a benefit of $1.5 million from the decrease in prior period losses related to the termination of a pipeline contract and (iii) a gain from the sale of land of $0.7 million.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.9 million and $5.6 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $1.7 million and $7.4 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Repauno Segment

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

15 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

13 unchanged sentences

Other non-recurring items — — — — — —

Equity in losses of unconsolidated entities — — — — — —

Equity in earnings of unconsolidated entities — — — — — —

Non-controlling share of Adjusted EBITDA (1)

2 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(i) equity-based compensation of $5 and $9, (ii) interest expense of $33 and $20, (iii) depreciation and amortization expense of $124 and $143 and (iv) changes in fair value of non-hedge derivative instruments of $— and $(62), respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

(1) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) equity-based compensation of $59 and $7, (ii) interest expense of $35 and $20, (iii) depreciation and amortization expense of $129 and $110, (iv) provision for income taxes of $8 and $—, and (v) changes in fair value of non-hedge derivative instruments of $— and $(15), respectively.

Total revenue increased $2.3 million and $2.8 million during the three and six months ended June 30, 2023, respectively, primarily due to (i) the commencement of a butane throughput contract at Repauno in April 2023, partially offset by (ii) losses on the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses increased $1.5 million and $2.5 million during the three and six months ended June 30, 2023, respectively, which primarily reflects higher operating expenses due to an increase in labor costs and professional fees related to the continued development of the site.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) equity-based compensation of $71 and $22, (ii) interest expense of $100 and $50, (iii) depreciation and amortization expense of $375 and $334, (iv) provision for income taxes of $14 and $—, and (v) changes in fair value of non-hedge derivative instruments of $61 and $(50), respectively.

Total revenue increased $2.2 million and $5.0 million during the three and nine months ended September 30, 2023, respectively, primarily due to (i) the commencement of a butane throughput contract at Repauno in April 2023, partially offset by (ii) losses on the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses increased $2.0 million and $4.5 million during the three and nine months ended September 30, 2023, respectively, which primarily reflects higher operating expenses due to costs associated with stock-based compensation, and an increase in labor costs and professional fees related to the continued development of the site.

Other expense

Total other expense increased $0.3 million and $0.6 million during the three and six months ended June 30, 2023, respectively, which reflects an increase in interest expense due to an increase in the borrowing rate on the revolver.

Total other expense increased $0.2 million and $0.8 million during the three and nine months ended September 30, 2023, respectively, which reflects an increase in interest expense due to an increase in the borrowing rate on the revolver.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.1 million and $1.9 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $1.5 million and $3.4 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Power and Gas Segment

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

4 unchanged sentences

Total expenses 1,393 656 737 2,061 824 1,237

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 1,639 (12,971) 14,610 9,400 (34,352) 43,752

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (7,057) (9,222) 2,165 2,343 (43,574) 45,917

Interest expense — — — (3) — (3)

Other income 1,643 — 1,643 2,872 — 2,872

Total other income (expense) 3,281 (12,971) 16,252 12,269 (34,352) 46,621

Loss before income taxes 3,059 (13,064) 16,123 11,601 (34,520) 46,121

Other income (expense) 2,149 (25) 2,174 5,021 (25) 5,046

Total other (expense) income (4,908) (9,247) 4,339 7,361 (43,599) 50,960

(Loss) profit before income taxes (6,301) (9,903) 3,602 5,300 (44,423) 49,723

Provision for income taxes — — — — — —

Net income (loss) 3,059 (13,064) 16,123 11,601 (34,520) 46,121

Net (loss) income (6,301) (9,903) 3,602 5,300 (44,423) 49,723

Net loss attributable to non-controlling interest in consolidated subsidiaries — — — — — —

Net income (loss) attributable to stockholders/Former Parent $ 3,059 $ (13,064) $ 16,123 $ 11,601 $ (34,520) $ 46,121

Net (loss) income attributable to stockholders/Former Parent $ (6,301) $ (9,903) $ 3,602 $ 5,300 $ (44,423) $ 49,723

The following table sets forth a reconciliation of net income (loss) attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

Net income (loss) attributable to stockholders/Former Parent $ 3,059 $ (13,064) $ 16,123 $ 11,601 $ (34,520) $ 46,121

Net (loss) income attributable to stockholders/Former Parent $ (6,301) $ (9,903) $ 3,602 $ 5,300 $ (44,423) $ 49,723

Provision for income taxes — — — — — —

16 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(i) net income (loss) of $1,639 and $(12,972), (ii) interest expense of $7,378 and $6,604, (iii) depreciation and amortization expense of $7,641 and $6,240, (iv) acquisition and transaction expenses of $237 and $387, (v) changes in fair value of non-hedge derivative instruments of $(7,963) and $7,118 and (vi) equity-based compensation of $1 and $95, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

(1) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) net loss of $(7,057) and $(9,222), (ii) interest expense of $7,932 and $6,720, (iii) depreciation and amortization expense of $6,639 and $7,565, (iv) acquisition and transaction expenses of $50 and $(16), (v) changes in fair value of non-hedge derivative instruments of $(352) and $6,432, (vi) equity-based compensation of $2 and $95 and (vii) asset impairment of $— and $2, respectively.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) net income (loss) of $2,343 and $(43,574), (ii) interest expense of $22,544 and $19,767, (iii) depreciation and amortization expense of $19,620 and $20,089, (iv) acquisition and transaction expenses of $307 and $375, (v) changes in fair value of non-hedge derivative instruments of $(18,162) and $28,164, (vi) equity-based compensation of $4 and $288, and (vii) asset impairment of $— and $34, respectively.

Total expenses increased $0.7 million and $1.2 million during the three and nine months ended September 30, 2023, respectively, which primarily relates to an increase in operating administrative costs.

Other income (expense)

Total other income (expense) increased $16.3 million during the three months ended June 30, 2023 which reflects:

• an increase in equity in earnings in unconsolidated entities of $14.6 million, primarily due to unrealized gains on power swaps at Long Ridge;

Total other income (expense) increased $4.3 million during the three months ended September 30, 2023 which reflects:

• an increase in equity in earnings of unconsolidated entities of $2.2 million, primarily due to unrealized gains on power swaps at Long Ridge and lower costs to generate power;

• an increase in other income of $2.2 million due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy and Power LLC.

Total other income (expense) increased $46.6 million during the six months ended June 30, 2023 which reflects:

• an increase in equity in earnings in unconsolidated entities of $43.8 million, primarily due to unrealized gains on power swaps at Long Ridge;

Total other income (expense) increased $51.0 million during the nine months ended September 30, 2023 which reflects:

• an increase in equity in earnings of unconsolidated entities of $45.9 million, primarily due to unrealized gains on power swaps at Long Ridge as power prices decreased;

• an increase in other income of $5.0 million due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy and Power LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $3.0 million and $8.3 million during the three and six months ended June 30, 2023, respectively, due to an increase in the pro-rata share of adjusted EBITDA from unconsolidated entities of $1.5 million and $5.9 million, respectively, and the changes noted above.

Adjusted EBITDA decreased $3.3 million and increased $5.0 million during the three and nine months ended September 30, 2023, respectively, due to a decrease and increase in the pro-rata share of adjusted EBITDA from unconsolidated entities of $4.4 million and $1.5 million, respectively, and the changes noted above.

Sustainability and Energy Transition Segment

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

4 unchanged sentences

Total expenses — — — 30 39 (9)

Other income (expense)

Other (expense) income

Equity in losses of unconsolidated entities (2,867) (2,891) 24 (9,560) (4,529) (5,031)

2 unchanged sentences

Loss before income taxes (2,218) (2,418) 200 (7,714) (3,015) (4,699)

Provision for income taxes — 61 (61) — 61 (61)

Benefit from income taxes — (61) 61 — — —

Net loss (2,218) (2,357) 139 (7,714) (3,015) (4,699)

2 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

14 unchanged sentences

Other non-recurring items — — — — — —

Equity in losses (earnings) of unconsolidated entities 3,277 933 2,344 6,693 1,638 5,055

Equity in losses of unconsolidated entities 2,867 2,891 (24) 9,560 4,529 5,031

Non-controlling share of Adjusted EBITDA — — — — — —

1 unchanged sentence

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(1) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) net loss of $(2,868) and $(2,937), (ii) interest expense of $888 and $806 and (iii) depreciation and amortization expense of $326 and $318, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) net loss of $(9,567) and $(4,584), (ii) interest expense of $2,579 and $971 and (iii) depreciation and amortization expense of $978 and $427, respectively.

Other expense

Total other expense increased $2.3 million and $4.9 million during the three and six months ended June 30, 2023, respectively, which reflects an increase in equity in losses in unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC.

Total other expense decreased $0.2 million during the three months ended September 30, 2023, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Total other expense increased $4.7 million during the nine months ended September 30, 2023, which reflects changes in equity in losses of unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $1.3 million and $2.9 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $0.3 million and decreased $2.5 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Corporate and Other

The following table presents our results of operations:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

9 unchanged sentences

Equity in earnings of unconsolidated entities 10 33 (23) 44 121 (77)

Loss on extinguishment of debt (1,083) — (1,083) (1,083) — (1,083)

Interest expense (16,995) (12,682) (4,313) (45,189) (12,683) (32,506)

Other income (expense) — 491 (491) — (37) 37

Total other (expense) income (14,360) 535 (14,895) (28,160) 50 (28,210)

Other income — 132 (132) — 95 (95)

Total other expense (18,068) (12,517) (5,551) (46,228) (12,467) (33,761)

Loss before income taxes (25,748) (21,153) (4,595) (69,583) (46,041) (23,542)

Provision for income taxes (89) — (89) 730 — 730

(Benefit from) provision for income taxes (493) 444 (937) 237 444 (207)

Net loss (25,255) (21,597) (3,658) (69,820) (46,485) (23,335)

Net loss attributable to non-controlling interest in consolidated subsidiaries (1) (25) 24 (229) (25) (204)

Net income (loss) attributable to non-controlling interest in consolidated subsidiaries — (173) 173 (229) (198) (31)

Dividends and accretion on redeemable preferred stock 15,984 9,263 6,721 45,811 9,263 36,548

1 unchanged sentence

The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2023 2022 2023 2022

14 unchanged sentences

Other non-recurring items — — — — — —

Equity in losses (earnings) of unconsolidated entities (13) (45) 32 (34) (88) 54

Equity in earnings of unconsolidated entities (10) (33) 23 (44) (121) 77

Non-controlling share of Adjusted EBITDA (2)

2 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2023 and 2022:

(1) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) net loss of $(16) and $(18) and (ii) interest expense of $10 and $25, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) net loss of $(59) and $(26) and (ii) interest expense of $43 and $71, respectively.

(2) Includes the following items for the three months ended June 30, 2023 and 2022:

depreciation and amortization expense of $— and $115, respectively.

Includes the following items for the six months ended June 30, 2023 and 2022:

depreciation and amortization expense of $260 and $115, respectively.

Total revenues increased $8.1 million and $26.0 million during the three and six months ended June 30, 2023, respectively, primarily due to the acquisition and consolidation of FYX in May 2022.

Total expenses increased $2.0 million during the three months ended June 30, 2023 which primarily reflects:

• an increase in operating expenses of $8.7 million due to the acquisition and consolidation of FYX in May 2022;

• an increase in general and administrative expense of $1.2 million primarily due to higher professional fees;

(2) Includes the following items for the three months ended September 30, 2023 and 2022:

(i) depreciation and amortization expense of $— and $252 and (ii) acquisition and transaction expense of $— and $117, respectively.

Includes the following items for the nine months ended September 30, 2023 and 2022:

(i) depreciation and amortization expense of $260 and $367 and (ii) acquisition and transaction expense of $— and $117, respectively.

Total revenues decreased $2.2 million during the three months ended September 30, 2023 compared to the three months ended September 30, 2022, primarily due to a decrease in roadside services at FYX in the period.

Total revenues during the nine months ended September 30, 2023 increased $23.8 million , primarily due to new business acquired at FYX, in addition to FYX price increases during the period.

Total expenses decreased $3.1 million during the three months ended September 30, 2023 which primarily reflects:

• a decrease in operating expenses of $1.2 million due to a decrease in roadside services at FYX in 2023;

• a decrease in general and administrative expense of $0.7 million primarily due to lower professional fees;

• a decrease in acquisition and transaction expenses of $1.8 million primarily due to expenses incurred in 2022 related to the Spin-off.

Total expenses increased $16.7 million during the six months ended June 30, 2023 which primarily reflects:

Total expenses increased $13.6 million during the nine months ended September 30, 2023 which primarily reflects:

• an increase in operating expenses of $25.7 million due to the acquisition and consolidation of FYX in May 2022;

2 unchanged sentences

Other expense

Total other expense increased $14.9 million and $28.2 million during the three and six months ended June 30, 2023, respectively, which primarily reflects an increase in interest expense due to the issuance of the Senior Notes due 2027 in July 2022.

Total other expense increased $5.6 million and $33.8 million during the three and nine months ended September 30, 2023, respectively, which primarily reflects (i) an increase in interest expense due to the additional issuance of the Senior Notes due 2027 in July 2023 and (ii) an increase in loss on extinguishment of debt due to repayment of amounts outstanding under the Credit Agreement in full.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $2.2 million and $1.6 million during the three and six months ended June 30, 2023, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $0.8 million and $2.3 million during the three and nine months ended September 30, 2023, respectively, primarily due to the changes noted above.

Liquidity and Capital Resources

2 unchanged sentences

Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments.

• Cash used for the purpose of making investments was $91.0 million and $116.7 million during the six months ended June 30, 2023 and 2022, respectively.

• Cash used for the purpose of making investments was $89.2 million and $180.5 million during the nine months ended September 30, 2023 and 2022, respectively.

• Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.

Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of June 30, 2023, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales.

• Cash flows used in operating activities were $16.9 million and $55.4 million during the six months ended June 30, 2023 and 2022, respectively.

• During the six months ended June 30, 2023, additional borrowings were obtained in connection with the (i) Transtar revolver of $40.0 million, (ii) Credit Agreement of $25.0 million and (ii) EB-5 Loan Agreement of $1.6 million.

We did not make any principal repayments of debt during the six months ended June 30, 2023.

During the six months ended June 30, 2022, additional borrowings were obtained in connection with the EB-5 Loan Agreement of $26.1 million.

• Proceeds from the sale of assets were $1.1 million and $4.3 million during the six months ended June 30, 2023 and 2022, respectively.

We are currently evaluating several potential transactions and related financings, which could occur within the next 12 months.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of September 30, 2023, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales.

• Cash flows used in operating activities were $2.2 million and $37.7 million during the nine months ended September 30, 2023 and 2022, respectively.

• During the nine months ended September 30, 2023, additional borrowings were obtained in connection with the (i) Transtar Revolver of $40.0 million, (ii) Credit Agreement of $25.0 million, (iii) EB-5 Loan Agreement of $1.6 million, and (iv) 2027 Notes of $100.0 million.

In July 2023, we used a portion of the net proceeds from the $100.0 million offering to repay the amounts outstanding under the Transtar Revolver and Credit Agreement in full during the nine months ended September 30, 2023.

During the nine months ended September 30, 2022, additional borrowings were obtained in connection with the (i) 2027 Notes of $500.0 million and (ii) EB-5 Loan Agreement of $9.5 million.

• Proceeds from the sale of assets were $1.3 million and $5.7 million during the nine months ended September 30, 2023 and 2022, respectively.

We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.

None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs.

1 unchanged sentence

Historical Cash Flow

Comparison of the six months ended June 30, 2023 and 2022

The following table compares the historical cash flow for the six months ended June 30, 2023 and 2022:

Six Months Ended June 30,

Comparison of the nine months ended September 30, 2023 and 2022

The following table compares the historical cash flow for the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,

(in thousands) 2023 2022

3 unchanged sentences

Net cash provided by financing activities 69,506 127,337

Net cash used in operating activities decreased $38.5 million, which primarily reflects (i) certain adjustments to reconcile net loss to cash used in operating activities including equity in losses of unconsolidated entities of $(38.6) million and (ii) changes in working capital of $48.4 million, partially offset by (iii) a decrease in our net loss of $18.5 million.

Net cash used in investing activities decreased $26.8 million, primarily due to (i) a decrease in the acquisition of property, plant and equipment of $48.2 million, partially offset by (ii) an investment of promissory notes and loans of $22.0 million.

Net cash provided by financing activities decreased $62.0 million, primarily due to (i) a decrease in net contributions from Former Parent of $111.4 million, partially offset by (ii) an increase in proceeds from debt of $57.2 million and (iii) an increase in cash dividends paid of $6.2 million.

Net cash used in operating activities decreased $35.5 million, which primarily refle cts certain adjustments to reconcile net loss to cash used in operating activities including (i) a decrease in our net loss of $11.6 million, (ii) changes in working capital of $46.2 million, (iii) changes in depreciation and amortization of $8.1 million, (iv) changes in equity-based compensation of $2.8 million, (v) a loss on extinguishment of debt of $2.0 million, and (vi) changes in fair value of non-hedge derivatives of $2.2 million, partially offset by (vii) equity in losses of unconsolidated entities of $40.8 million.

Net cash used in investing activities decreased $55.9 million, primarily due to (i) a decrease in the acquisition of property, plant and equipment of $93.5 million, partially offset by (ii) an investment of convertible promissory notes and loans of $31.0 million and (iii) a decrease in the proceeds from sale of property, plant and equipment of $4.5 million.

Net cash provided by financing activities decreased $57.8 million, primarily due to (i) a decrease in proceeds from debt of $320.3 million, (ii) cash dividends paid of $9.3 million, (iii) a decrease in proceeds from issuance of redeemable preferred stock of $291.0 million and (iv) repayment of debt proceeds of $75.1 million, partially offset by (v) a decrease in net contributions from Former Parent of $617.3 million, (vi) a decrease in redeemable preferred stock issuance costs of $16.4 million, and (vii) a decrease in payment of deferred financing costs of $6.3 million.

Debt Obligations

2 unchanged sentences

Our material cash requirements include the following contractual and other obligations:

Debt Obligations — As of June 30, 2023, we had outstanding principal and interest payment obligations of $1.4 billion and $0.5 billion, respectively, of which, $25.0 million and $90.2 million, respectively, are due in the next twelve months.

Debt Obligations — As of September 30, 2023, we had outstanding principal and interest payment obligations of $1.4 billion and $0.5 billion, respectively, of which, $— million and $87.8 million, respectively, are due in the next twelve months.

See Note 7 to the consolidated and combined consolidated financial statements for additional information about our debt obligations.

Lease Obligations —As of June 30, 2023, we had outstanding operating and finance lease obligations of $169.9 million, of which $8.3 million is due in the next twelve months.

Redeemable Preferred Stock Obligations —We are required to make a $1.8 million cash dividend payment on our redeemable preferred stock in the next twelve months.

Lease Obligations —As of September 30, 2023, we had outstanding operating and finance lease obligations of $168.4 million, of which $8.5 million is due in the next twelve months.

Redeemable Preferred Stock Obligations —We are required to m ake a $1.8 million cas h dividend payment on our redeemable preferred stock in the next twelve months.

Other Cash Requirements —In addition to our contractual obligations, we intend to pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors.

9 unchanged sentences

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 September 30, 2023, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.

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.

17 unchanged sentences

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 which completed our storage development for our main terminal.

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 which 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%.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis