What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-31 compared with 2024-08-02 · 198 added, 181 removed, 1107 unchanged (26% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share and per share data)

Notes June 30, 2024 December 31, 2023

Notes September 30, 2024 December 31, 2023

Current assets:

24 unchanged sentences

200,000,000 shares authorized;

300,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively;

redemption amount of $ 446.5 million at June 30, 2024 and December 31, 2023)

300,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively;

redemption amount of $ 436.8 million and $ 446.5 million at September 30, 2024 and December 31, 2023, respectively)

15 366,913 325,232

1 unchanged sentence

2,000,000,000 shares authorized;

101,704,885 and 100,589,572 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)

113,745,115 and 100,589,572 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)

Additional paid in capital 785,734 843,971

9 unchanged sentences

(Dollars in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Notes 2024 2023 2024 2023

8 unchanged sentences

Other (expense) income

Equity in (losses) earnings of unconsolidated entities 5 ( 12,788 ) ( 1,625 ) ( 24,690 ) 2,741

(Loss) gain on sale of assets, net ( 150 ) 647 ( 163 ) 523

Loss on modification or extinguishment of debt 7 ( 9,170 ) — ( 9,170 ) —

Equity in losses of unconsolidated entities 5 ( 14,308 ) ( 9,914 ) ( 38,998 ) ( 7,173 )

Gain (loss) on sale of assets, net 2,758 ( 263 ) 2,595 260

Gain (loss) on modification or extinguishment of debt 7 747 ( 2,020 ) ( 8,423 ) ( 2,020 )

Interest expense ( 31,513 ) ( 25,999 ) ( 88,796 ) ( 73,431 )

2 unchanged sentences

Loss before income taxes ( 43,048 ) ( 50,041 ) ( 139,413 ) ( 117,273 )

Provision for income taxes 12 267 823 2,072 2,552

(Benefit from) provision for income taxes 12 ( 92 ) 8 1,980 2,560

Net loss ( 42,956 ) ( 50,049 ) ( 141,393 ) ( 119,833 )

10 unchanged sentences

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

(Dollars in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

( 537 ) ( 11 ) 25,606 ( 35 )

Comprehensive income (loss) 235 28,694 ( 71,190 ) 45,622

Comprehensive (loss) income ( 16,275 ) ( 44,556 ) ( 87,465 ) 1,066

Comprehensive loss attributable to non-controlling interests ( 9,963 ) ( 9,932 ) ( 32,053 ) ( 30,101 )

Comprehensive income (loss) attributable to stockholders $ 11,635 $ 38,970 $ ( 49,100 ) $ 65,791

Comprehensive (loss) income attributable to stockholders $ ( 6,312 ) $ ( 34,624 ) $ ( 55,412 ) $ 31,167

______________________________________________________________________________________

(1) Net of deferred tax expense of $ 1.6 million for the three and six months ended June 30, 2024.

(1) Net of deferred tax expense of $ — million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three and Six Months Ended June 30, 2024

Three and Nine Months Ended September 30, 2024

Common Stock Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

1 unchanged sentence

Net loss ( 76,347 ) ( 22,090 ) ( 98,437 )

Other comprehensive loss ( 21,128 ) ( 21,128 )

Total comprehensive loss — — ( 39,607 ) ( 21,128 ) ( 10,690 ) ( 71,425 )

Other comprehensive income 27,247 27,247

Total comprehensive (loss) income — — ( 76,347 ) 27,247 ( 22,090 ) ( 71,190 )

Settlement of equity-based compensation ( 3,029 ) ( 185 ) ( 3,214 )

Issuance of common shares 10 ( 10 ) —

Distributions to non-controlling interest ( 15,039 ) ( 15,039 )

Dividends declared on common stock ( 6,303 ) ( 6,303 )

1 unchanged sentence

Equity-based compensation 3,559 580 4,139

Equity - March 31, 2024 $ 1,016 $ 822,956 $ ( 221,780 ) $ ( 199,643 ) $ ( 82,015 ) $ 320,534

Equity - June 30, 2024 $ 1,016 $ 803,603 $ ( 258,520 ) $ ( 151,268 ) $ ( 108,164 ) $ 286,667

Net loss ( 32,993 ) ( 9,963 ) ( 42,956 )

1 unchanged sentence

Total comprehensive (loss) income — — ( 32,993 ) 26,681 ( 9,963 ) ( 16,275 )

Settlement of equity-based compensation — —

Issuance of common shares 121 431 552

Distributions to non-controlling interest ( 15,039 ) ( 15,039 )

Dividends declared on common stock ( 3,404 ) ( 3,404 )

1 unchanged sentence

Equity-based compensation 2,082 547 2,629

Equity - June 30, 2024 $ 1,016 $ 803,603 $ ( 258,520 ) $ ( 151,268 ) $ ( 108,164 ) $ 286,667

Equity - September 30, 2024 $ 1,137 $ 785,734 $ ( 291,513 ) $ ( 124,587 ) $ ( 117,580 ) $ 253,191

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in thousands)

Three and Six Months Ended June 30, 2023

Three and Nine Months Ended September 30, 2023

Common Stock Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

5 unchanged sentences

Acquisition of a consolidated subsidiary ( 953 ) ( 3,495 ) ( 4,448 )

Distributions to non-controlling interest ( 20 ) ( 20 )

Dividends declared on common stock ( 6,170 ) ( 6,170 )

1 unchanged sentence

Equity-based compensation 80 1,457 1,537

Equity - March 31, 2023 $ 994 $ 892,992 $ ( 86,856 ) $ ( 247,293 ) $ ( 39,412 ) $ 520,425

Equity - June 30, 2023 $ 994 $ 874,729 $ ( 110,452 ) $ ( 184,727 ) $ ( 49,146 ) $ 531,398

Net loss ( 40,117 ) ( 9,932 ) ( 50,049 )

2 unchanged sentences

Distributions to non-controlling interest ( 1,626 ) ( 1,626 )

Issuance of common shares 29 29

Dividends declared on common stock ( 3,084 ) ( 3,084 )

1 unchanged sentence

Equity-based compensation 6,985 ( 2,708 ) 4,277

Equity - June 30, 2023 $ 994 $ 874,729 $ ( 110,452 ) $ ( 184,727 ) $ ( 49,146 ) $ 531,398

Equity - September 30, 2023 $ 994 $ 862,675 $ ( 150,569 ) $ ( 179,234 ) $ ( 63,412 ) $ 470,454

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Equity in losses (earnings) of unconsolidated entities 24,690 ( 2,741 )

Loss (gain) on sale of assets, net 163 ( 523 )

Equity in losses of unconsolidated entities 38,998 7,173

Gain on sale of assets, net ( 2,595 ) ( 260 )

Loss on modification or extinguishment of debt 8,423 2,020

Gain on sale of easement ( 3,486 ) —

Equity-based compensation 6,768 5,814

5 unchanged sentences

Amortization of bond discount 4,419 3,472

Provision for (benefit from) credit losses 514 ( 74 )

Provision for credit losses 569 1,661

Accounts receivable 253 ( 5,547 )

5 unchanged sentences

Investment in unconsolidated entities ( 2,273 ) ( 6,070 )

Acquisition of consolidated subsidiary — ( 4,448 )

Investment in convertible promissory notes ( 31,500 ) ( 51,044 )

Acquisition of business, net of cash acquired — ( 4,448 )

Acquisition of leasing equipment ( 1,627 ) —

Acquisition of property, plant and equipment ( 53,322 ) ( 78,712 )

Investment in promissory notes and loans ( 17,500 ) ( 22,000 )

Investment in equity instruments ( 5,000 ) —

1 unchanged sentence

Proceeds from sale of property, plant and equipment 598 1,148

Proceeds from sale of easement 3,486 —

Net cash used in investing activities ( 89,638 ) ( 139,010 )

4 unchanged sentences

Cash dividends - common stock ( 9,707 ) ( 9,254 )

Cash dividends - redeemable preferred stock ( 9,723 ) —

Settlement of equity-based compensation ( 3,214 ) ( 90 )

1 unchanged sentence

Net cash provided by financing activities 154,015 69,506

Net decrease in cash and cash equivalents and restricted cash 98,986 ( 52,159 )

Net increase (decrease) in cash and cash equivalents and restricted cash 57,154 ( 71,718 )

Cash and cash equivalents and restricted cash, beginning of period 87,479 149,642

5 unchanged sentences

Financing fees ( 16,158 ) ( 2,012 )

Repayment of debt ( 592 ) —

Sale of easement 3,486 —

See accompanying notes to consolidated financial statements.

43 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

VIE assets of DRP were $ 298.7 million and $ 305.0 million, and total VIE liabilities of DRP were $ 52.5 million and $ 52.7 million as of June 30, 2024 and December 31, 2023, respectively.

VIE assets of DRP were $ 305.3 million and $ 305.0 million, and total VIE liabilities of DRP were $ 62.4 million and $ 52.7 million as of September 30, 2024 and December 31, 2023, 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.

25 unchanged sentences

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 $ 1.2 million and $ 1.4 million during the three months ended June 30, 2024 and 2023, respectively, and $ 2.2 million and $ 2.8 million during the six months ended June 30, 2024 and 2023, respectively.

We capitalized interest of $ 1.9 million and $ 1.1 million during the three months ended September 30, 2024 and 2023, respectively, and $ 4.1 million and $ 3.9 million during the nine months ended September 30, 2024 and 2023, 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 expenses were $ 5.1 million and $ 4.9 million during the three months ended June 30, 2024 and 2023, respectively, and $ 10.3 million and $ 9.2 million during the six months ended June 30, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Our repairs and maintenance expenses were $ 5.4 million and $ 5.3 million during the three months ended September 30, 2024 and 2023, respectively, and $ 15.7 million and $ 14.5 million during the nine months ended September 30, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

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.

10 unchanged sentences

Other Current Assets — Other current assets is comprised of:

June 30, 2024

September 30, 2024

December 31, 2023

6 unchanged sentences

The Company records interest income on the note receivable in Other income in the Consolidated Statements of Operations using the contractual interest rate.

Other Assets — Other assets primarily consists of a note receivable of $ 11.3 million and $ 11.7 million as of June 30, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

Other Assets — Other assets consists of a note receivable of $ 20.8 million and $ — million as of September 30, 2024 and December 31, 2023, respectively, from Long Ridge Energy & Power LLC, see details in Note 5.

Other assets also consists of capitalized contract costs of $ 19.8 million and $ 17.6 million as of September 30, 2024 and December 31, 2023, respectively.

Other assets also consists of a note receivable of $ 11.8 million and $ 11.7 million as of September 30, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable.

The Company records interest income, which is included in Other income in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Other assets also consists of capitalized contract costs of $ 21.0 million and $ 17.6 million as of June 30, 2024 and December 31, 2023, 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.

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 June 30, 2024 and December 31, 2023, respectively.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

21 unchanged sentences

and Canada, are expected to result in increased demand for storage on the U.S.

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.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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.

Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

There were no impairments of goodwill for the three and six months ended June 30, 2024 and 2023.

There were no impairments of goodwill for the three and nine months ended September 30, 2024 and 2023.

Redeemable Preferred Stock — We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

2 unchanged sentences

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 $ 16.2 million and $ 31.3 million as of June 30, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 2.7 million and $ 1.7 million during the three months ended June 30, 2024 and 2023, respectively, and $ 4.6 million and $ 3.1 million during the six months ended June 30, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Unamortized deferred financing costs of $ 30.1 million and $ 31.3 million as of September 30, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 1.8 million and $ 1.8 million during the three months ended September 30, 2024 and 2023, respectively, and $ 6.4 million and $ 4.9 million during the nine months ended September 30, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Terminal Services Revenues — Terminal services are provided to customers for the receipt and redelivery of various commodities.

28 unchanged sentences

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 liabilities and non-current liabilities in our 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 Balance Sheets.

Finance lease ROU

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our 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.

10 unchanged sentences

We attempt to limit our credit risk by performing ongoing credit evaluations.

We earned approximately 49 % and 50 % of total revenues for the three and six months ended June 30, 2024, respectively, from one customer in the Railroad segment.

Additionally, we earned 13 % and 14 % of total revenues for the three and six months ended June 30, 2024 from one customer in the Jefferson Terminal segment.

We earned 54 % and 51 % of total revenues for the three and six months ended June 30, 2023, respectively, from one customer in the Railroad segment.

We earned 11 % of total revenues for the three and six months ended June 30, 2023, respectively, from one customer in the Jefferson Terminal segment.

As of June 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 65 % of total accounts receivable, net.

We earned approximately 50 % of total revenues for the three and nine months ended September 30, 2024 from one customer in the Railroad segment.

Additionally, we earned 13 % of total revenues for the three and nine months ended September 30, 2024 from one customer in the Jefferson Terminal segment.

We earned 55 % and 52 % of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Railroad segment.

We earned 12 % and 11 % of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Jefferson Terminal segment.

As of September 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 61 % of total accounts receivable, net.

As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56 % of total accounts receivable, net.

3 unchanged sentences

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.

Comprehensive Income (Loss) — Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive income (loss) represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.

Comprehensive (Loss) Income — Comprehensive (loss) income 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) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.

Derivative Financial Instruments

3 unchanged sentences

Certain of these derivative instruments are designated and qualify as cash flow hedges.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive Income (Loss) and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our 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 Statements of Cash Flows.

1 unchanged sentence

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) earnings of unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses (earnings) of unconsolidated entities in our Consolidated Statements of Cash Flows.

Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses of unconsolidated entities in our Consolidated Statements of Cash Flows.

Income Taxes — Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S.

federal, state and foreign corporate income tax in locations where they conduct business.

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

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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.

4 unchanged sentences

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 Statements of Operations.

Interest and penalties on uncertain tax positions are included as a component of the (Benefit from) provision for income taxes in the 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.

6 unchanged sentences

Leasing equipment, net is summarized as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Leasing equipment $ 47,600 $ 45,982

2 unchanged sentences

Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

5 unchanged sentences

Lease payments will increase based on an inflation escalator and be treated as variable lease payments as they occur.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in (Loss) gain on sale of assets in the Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.2 million and $ 0.4 million of interest income, respectively, which is included in Revenues in the Consolidated Statements of Operations during the three and six months ended June 30, 2024.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain (loss) on sale of assets in the Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.2 million and $ 0.6 million of interest income, respectively, which is included in Revenues in the Consolidated Statements of Operations during the three and nine months ended September 30, 2024.

FTAI INFRASTRUCTURE INC.

3 unchanged sentences

Property, plant and equipment, net is summarized as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Land, site improvements and rights $ 181,600 $ 182,319

13 unchanged sentences

Depreciation expense for property, plant and equipment is summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Carrying Value

Investment Ownership Percentage June 30, 2024 December 31, 2023

Investment Ownership Percentage September 30, 2024 December 31, 2023

Intermodal Finance I, Ltd.

7 unchanged sentences

________________________________________________________

(1) The carrying value of $( 19.3 ) million and $( 29.3 ) million as of June 30, 2024 and December 31, 2023, respectively, is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2024 and 2023.

(1) The carrying value of $ 20.8 million as of September 30, 2024 is included in Other assets in the Consolidated Balance Sheet and the carrying value of $( 29.3 ) million as of December 31, 2023 is included in Other liabilities in the Consolidated Balance Sheet.

We did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2024 and 2023.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table presents our proportionate share of equity in (losses) earnings:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

Total $ ( 14,308 ) $ ( 9,914 ) $ ( 38,998 ) $ ( 7,173 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Equity Method Investments

6 unchanged sentences

We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

As of June 30, 2024, Intermodal owns a portfolio of approximately 161 shipping containers subject to multiple operating leases.

As of September 30, 2024, Intermodal owns a portfolio of approximately 144 shipping containers subject to multiple operating leases.

Long Ridge Energy & Power LLC

4 unchanged sentences

During 2023, the maturity date was extended to May 1, 2032.

As of June 30, 2024 and December 31, 2023, the balance of the note receivable was $ 93.7 million and $ 71.0 million, respectively, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheets.

As of September 30, 2024 and December 31, 2023, the balance of the note receivable was $ 111.2 million, recorded as long-term notes receivable in Other assets on the Consolidated Balance Sheet, and $ 71.0 million, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet, respectively.

FTAI INFRASTRUCTURE INC.

2 unchanged sentences

The tables below present summarized financial information for Long Ridge Energy & Power LLC:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Balance Sheet

23 unchanged sentences

Total liabilities and equity $ 938,838 $ 962,956

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Income Statement 2024 2023 2024 2023

48 unchanged sentences

if additional third-party information becomes available we will adjust the value of the investments accordingly.

As of June 30, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

As of September 30, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

3 unchanged sentences

Intangible assets, net are summarized as follows:

June 30, 2024

September 30, 2024

Jefferson Terminal Railroad Total

8 unchanged sentences

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Amortization of customer relationships $ 1,600 $ 1,898 $ 5,371 $ 5,679

As of June 30, 2024, estimated net annual amortization of intangibles is as follows:

As of September 30, 2024, estimated net annual amortization of intangibles is as follows:

Remainder of 2024

6 unchanged sentences

Outstanding Borrowings

Stated Interest Rate Maturity Date June 30, 2024 December 31, 2023

Stated Interest Rate Maturity Date September 30, 2024 December 31, 2023

Loans payable

12 unchanged sentences

143,165 263,980

Series 2021 Bonds (i) Series 2021A Bonds:

Series 2021 Bonds (i) Tax Exempt Series 2021A Bonds:

1.875 % to 3.000 %

(ii) Series 2021B Bonds:

(ii) Taxable Series 2021B Bonds:

(i) 1/1/26 to 1/1/50

3 unchanged sentences

5.000 % to 5.250 %

(ii) Series 2024B Bonds:

(ii) Taxable Series 2024B Bonds:

(i) 1/1/39 to 1/1/54

8 unchanged sentences

(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) Includes an unamortized discount of $ 21,920 and $ 24,819 at June 30, 2024 and December 31, 2023, respectively.

Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “Jefferson Credit Agreement”), providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the Jefferson Credit Agreement.

(2) Includes an unamortized discount of $ 20,400 and $ 24,819 at September 30, 2024 and December 31, 2023, respectively.

April 2024 Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “April 2024 Jefferson Credit Agreement”), providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the April 2024 Jefferson Credit Agreement.

Tender Offer for Series 2020A and Series 2021A Bonds

On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $ 105 million aggregate principal amount of the Tax Exempt Series 2020A and Series 2021A Bonds (the “Target Bonds”).

On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $ 105 million aggregate principal amount of the Tax Exempt Series 2020A and Tax Exempt Series 2021A Bonds (the “Target Bonds”).

On June 20, 2024 (the “Settlement Date”), we completed the Tender Offer for $ 108.0 million aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $ 88.8 million, which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date.

Interest ceased to accrue on the Settlement Date for all accepted Target Bonds.

On August 30, 2024, we repurchased and cancelled an additional $ 6.0 million of the Tax Exempt Series 2021A Bonds.

We wrote off $ 0.2 million of deferred financing costs during the period and recognized a gain on extinguishment of debt of $ 0.9 million from this transaction.

FTAI INFRASTRUCTURE INC.

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The Taxable Series 2024B Bonds will mature on July 1, 2026, and bear interest at a fixed rate of 10.000 % per annum.

Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer.

The Company also used a portion of the net proceeds from the Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $ 79.1 million.

We recognized a loss on modification of debt of $ 6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $ 3.2 million from the repayment of the Jefferson Credit Agreement in connection with this transaction.

In conjunction with the repayment associated with the Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

We were in compliance with all debt covenants as of June 30, 2024.

Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the April 2024 Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer.

The Company also used a portion of the net proceeds from the Taxable Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $ 79.1 million.

We recognized a loss on modification of debt of $ 6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $ 3.2 million from the repayment of the April 2024 Jefferson Credit Agreement in connection with this transaction.

For the three months ended September 30, 2024, we recognized an additional loss on modification of debt of $ 0.1 million from the Series 2024 Bonds.

In conjunction with the repayment associated with the April 2024 Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

We were in compliance with all debt covenants as of September 30, 2024.

FAIR VALUE MEASUREMENTS

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(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy.

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, by level within the fair value hierarchy.

Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

June 30, 2024 June 30, 2024

September 30, 2024 September 30, 2024

Total Level 1 Level 2 Level 3 Valuation Technique

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The fair value of our bonds, notes and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Series 2020A Bonds (1)

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We have elected to exclude sales and other similar taxes from revenues.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

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Total revenues $ 44,781 $ 19,682 $ 3,951 $ 14,897 $ 83,311

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

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(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Ports and Terminals

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Total revenues $ 41,864 $ 16,610 $ 4,087 $ 18,145 $ 80,706

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Ports and Terminals

6 unchanged sentences

Total revenues $ 125,415 $ 52,806 $ 6,581 $ 54,230 $ 239,032

As of June 30, 2024 and December 31, 2023, we recorded capitalized contract cost of $ 26.0 million and $ 19.8 million, of which $ 5.0 million and $ 2.2 million is included in Other current assets and $ 21.0 million and $ 17.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

During the three and six months ended June 30, 2024, the Company recognized revenue of $ 0.3 million and $ 0.6 million, respectively, that was included in the deferred revenue balance at the beginning of the year.

As of September 30, 2024 and December 31, 2023, we recorded capitalized contract cost of $ 24.7 million and $ 19.8 million, of which $ 4.9 million and $ 2.2 million is included in Other current assets and $ 19.8 million and $ 17.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

During the three and nine months ended September 30, 2024, the Company recognized revenue of $ 0.3 million and $ 1.0 million, respectively, that was included in the deferred revenue balance at the beginning of the year.

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 grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of June 30, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares.

As of September 30, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares.

We report equity-based compensation expense within Operating expenses and General and administrative in the Consolidated Statements of Operations.

Director Compensation

During the six months ended June 30, 2024, we issued 11,062 shares of common stock to certain directors as compensation.

During the nine months ended September 30, 2024, we issued 11,062 shares of common stock to certain directors as compensation.

Stock Options

During the nine months ended September 30, 2024, 346,862 options were exercised by certain directors and officers for 282,940 shares of common stock.

During the nine months ended September 30, 2024, 11,818,062 options were exercised by the Manager for 8,418,561 shares of common stock.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Subsidiary Stock-Based Compensation

The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

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Total $ 650 $ 564 $ 1,409 $ 2,021 $ 4,235

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Restricted Stock Units to Subsidiary Employees

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This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.

The following table presents the expense related to our restricted stock units to subsidiary employees recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

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Service costs are recorded in Operating expenses, while other net costs are recorded in Other income within the Consolidated Statements of Operations.

Three Months Ended June 30,

Three Months Ended September 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 571 $ ( 379 ) $ 419 $ 854

Six Months Ended June 30,

Nine Months Ended September 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 1,518 $ 417 $ 1,257 $ 2,562

The total employer contributions for the six months ended June 30, 2024 and 2023 were $ 1.2 million and $ 0.6 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $ 0.8 million.

The total employer contributions for the nine months ended September 30, 2024 and 2023 were $ 1.5 million and $ 1.5 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $ 0.4 million.

The current and deferred components of the income tax provision included in the Consolidated Statements of Operations are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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State and local 214 ( 30 ) 793 412

Total current provision 111 260 579 442

Total current provision (benefit)

214 ( 30 ) 793 412

Federal ( 208 ) 89 3 1,229

State and local ( 98 ) ( 51 ) 1,184 919

Total deferred provision 156 563 1,493 2,110

Provision for income taxes $ 267 $ 823 $ 2,072 $ 2,552

Total deferred (benefit) provision

( 306 ) 38 1,187 2,148

(Benefit from) provision for income taxes

$ ( 92 ) $ 8 $ 1,980 $ 2,560

Taxable income or loss generated by us and our corporate subsidiaries by our corporate subsidiaries is subject to U.S.

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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.

As of and for the six months ended June 30, 2024, we had not established a liability for uncertain tax positions as no such positions existed.

As of and for the nine months ended September 30, 2024, 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,

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

local and foreign income tax examinations by tax authorities.

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 2020.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of June 30, 2024.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2024.

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

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The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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The following table summarizes our reimbursements to the Manager:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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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 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 15.

On August 12, 2024, 8.7 million Manager options were exercised, as discussed in Note 10.

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Accrued management fees $ 5,583 $ 6,400

Other payables 2,803 5,595

As of June 30, 2024 and December 31, 2023, there w ere no receivables from the Manager.

As of September 30, 2024 and December 31, 2023, there w ere no receivables from the Manager.

Other Affiliate Transactions

As of June 30, 2024 and December 31, 2023, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at June 30, 2024 and December 31, 2023 was $( 94.0 ) million a nd $( 78.0 ) million, respectively.

As of September 30, 2024 and December 31, 2023, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at September 30, 2024 and December 31, 2023 was $( 109.3 ) million and $( 78.0 ) million, respectively.

In April 2024, we made a pro-rata distribution of $ 15.0 million to the non-controlling interest holders of Jefferson Terminal segment.

The following table presents the amount of this non-controlling interest share of net loss:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Non-controlling interest share of net loss $ ( 9,700 ) $ ( 10,818 ) $ ( 31,339 ) $ ( 30,051 )

In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $ 4.4 million.

This resulted in 100 % ownership in FYX and the elimination of any non-controlling interest in FYX.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $ 4.4 million.

This resulted in 100 % ownership in FYX and the elimination of any non-controlling interest in FYX.

In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge.

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The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023.

For the six months ended June 30, 2024 and 2023, the Company incurred approximatel y $ 0.2 million and $ 0.2 million of rent and office related expenses, respectively.

For the nine months ended September 30, 2024 and 2023, the Company incurred approximatel y $ 0.4 million a nd $ 0.3 million of rent and office related expenses, respectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.

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During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense.

All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure.

All segment data and related disclosures for earlier periods have been recast to reflect this segment reporting structure.

Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets.

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The following tables set forth certain information for each reportable segment:

For the Three Months Ended June 30, 2024

Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

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Equity in (losses) earnings of unconsolidated entities — — — ( 10,474 ) ( 3,844 ) 10 ( 14,308 )

Loss on sale of assets, net ( 150 ) — — — — — ( 150 )

Loss on modification or extinguishment of debt — ( 9,170 ) — — — — ( 9,170 )

Gain on sale of assets, net 5 2,753 — — — — 2,758

Gain on modification or extinguishment of debt — 747 — — — — 747

Interest expense ( 78 ) ( 13,107 ) ( 92 ) — — ( 18,236 ) ( 31,513 )

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

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

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Changes in fair value of non-hedge derivative instruments —

Losses on the modification or extinguishment of debt and capital lease obligations ( 9,170 )

Gains on the modification or extinguishment of debt and capital lease obligations 747

Acquisition and transaction expenses ( 2,526 )

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(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2024

Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

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Equity in (losses) earnings of unconsolidated entities — — — ( 24,847 ) ( 14,182 ) 31 ( 38,998 )

Loss on sale of assets, net ( 163 ) — — — — — ( 163 )

(Loss) gain on sale of assets, net ( 158 ) 2,753 — — — — 2,595

Loss on modification or extinguishment of debt — ( 8,423 ) — — — — ( 8,423 )

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Other income 467 4,453 — 8,787 2,156 2 15,865

Total other expense ( 682 ) ( 26,120 ) ( 388 ) ( 9,180 ) ( 9,388 ) ( 36,220 ) ( 81,978 )

Total other income (expense) 64 ( 34,811 ) ( 480 ) ( 16,060 ) ( 12,026 ) ( 54,444 ) ( 117,757 )

Income (loss) before income taxes 48,289 ( 66,212 ) ( 14,534 ) ( 19,162 ) ( 12,033 ) ( 75,761 ) ( 139,413 )

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

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(Dollars in tables in thousands, unless otherwise noted)

For the Three Months Ended June 30, 2023

Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

Three Months Ended September 30, 2023

Port and Terminals

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Total expenses 28,880 30,271 8,569 1,393 — 25,825 94,938

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — 1,639 ( 3,277 ) 13 ( 1,625 )

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — — — ( 7,057 ) ( 2,867 ) 10 ( 9,914 )

(Loss) gain on sale of assets, net ( 264 ) 1 — — — — ( 263 )

Loss on extinguishment of debt ( 937 ) — — — — ( 1,083 ) ( 2,020 )

Interest expense ( 82 ) ( 8,280 ) ( 642 ) — — ( 16,995 ) ( 25,999 )

Other (expense) income ( 520 ) 109 — 2,149 649 — 2,387

Total other (expense) income ( 1,844 ) ( 7,595 ) ( 615 ) 3,281 ( 2,657 ) ( 14,360 ) ( 23,790 )

Total other expense ( 1,803 ) ( 8,170 ) ( 642 ) ( 4,908 ) ( 2,218 ) ( 18,068 ) ( 35,809 )

Income (loss) before income taxes 11,181 ( 21,831 ) ( 5,124 ) ( 6,301 ) ( 2,218 ) ( 25,748 ) ( 50,041 )

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

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Port and Terminals

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Non-controlling share of Adjusted EBITDA 5,410

Equity in earnings of unconsolidated entities ( 1,625 )

Equity in losses of unconsolidated entities ( 9,914 )

Interest and other costs on pension and OPEB liabilities ( 480 )

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(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2023

Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Port and Terminals

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(Loss) gain on sale of assets, net ( 473 ) 733 — — — — 260

Loss on extinguishment of debt ( 937 ) — — — — ( 1,083 ) ( 2,020 )

Interest expense ( 2,252 ) ( 24,142 ) ( 1,845 ) ( 3 ) — ( 45,189 ) ( 73,431 )

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

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Port and Terminals

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Non-controlling share of Adjusted EBITDA 15,577

Equity in earnings of unconsolidated entities 2,741

Equity in losses of unconsolidated entities ( 7,173 )

Interest and other costs on pension and OPEB liabilities ( 1,440 )

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All property, plant and equipment and leasing equipment are located in North America.

June 30, 2024

September 30, 2024

Ports and Terminals

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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 June 30, 2024, the Company has $ 104.5 million of PIK dividends increasing our Redeemable Preferred Stock balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 15.9 million and $ 13.6 million for the three months ended June 30, 2024 and 2023, respectively, and $ 31.2 million and $ 26.5 million for the six months ended June 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company has $ 109.9 million of PIK dividends increasing our Redeemable Preferred Stock balance.

The Company had dividends paid in cash of $ 9.7 million for the three and nine months ended September 30, 2024.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 15.3 million and $ 14.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 46.5 million and $ 40.9 million for the nine months ended September 30, 2024 and 2023, respectively.

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 Statements of Operations, totaled $ 1.7 million and $ 1.6 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3.4 million and $ 3.2 million for the six months ended June 30, 2024 and 2023, respectively.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 1.7 million and $ 1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.1 million and $ 4.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Mandatory Redemption :

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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 June 30, 2024, it would be redeemable for $ 446.5 million.

If the Redeemable Preferred Stock were redeemed as of September 30, 2024, it would be redeemable for $ 436.8 million.

Amendment to Certificate of Designations of Our Series A Preferred Stock

On July 5, 2023, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”) became effective, amending certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate the issuance of the additional $ 100.0 million of Senior Notes due 2027 (the “Additional Notes”).

The holders of our Series A

FTAI INFRASTRUCTURE INC.

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Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

the issuance of the additional $ 100.0 million of Senior Notes due 2027 (the “Additional Notes”).

The holders of our Series A Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

EARNINGS PER SHARE AND EQUITY

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The calculation of basic and diluted LPS is presented below:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share data) 2024 2023 2024 2023

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________________________________________________________

(1) Three and six months ended June 30, 2024 includes penny warrants which can be converted into a fixed amount of our stock.

(2) Diluted LPS for the three and six months ended June 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended June 30, 2024 and 2023, 10,857,288 and 2,345,888 shares of common stock, respectively, and for the six months ended June 30, 2024 and 2023, 9,500,429 and 2,007,077 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

(1) Three and nine months ended September 30, 2024 includes penny warrants that were converted into common stock during the periods.

(2) Diluted LPS for the three and nine months ended September 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended September 30, 2024 and 2023, 1,578,404 and 3,023,965 shares of common stock, respectively, and for the nine months ended September 30, 2024 and 2023, 1,399,408 and 2,343,212 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

Common Stock Warrants

A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2024 is as follows:

A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2024 is as follows:

Number of Warrants Weighted Average Exercise Price

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Exercised 3,342,566 0.01

Outstanding as of June 30, 2024 (1)

Outstanding as of September 30, 2024 (1)

3,342,566 $ 9.85

Warrants exercisable as of June 30, 2024 (1)

Warrants exercisable as of September 30, 2024 (1)

3,342,566 $ 9.85

________________________________________________________

(1) Weighted average exercise price as of June 30, 2024 includes adjustments for quarterly dividend payments.

The weighted average remaining contractual term of the outstanding warrants as o f June 30, 2024 is 6.1 years.

The aggregate intrinsic value of the warrants as of June 30, 2024 is $ 28.8 million.

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.

(1) Weighted average exercise price as of September 30, 2024 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $ 0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

The weighted average remaining contractual term of the outstanding warrants as o f September 30, 2024 is 5.8 years.

The aggregate intrinsic value of the warrants as of September 30, 2024 is $ — million.

FTAI INFRASTRUCTURE INC.

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COMMITMENTS AND CONTINGENCIES

We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of 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 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 during year ended December 31, 2022.

SUBSEQUENT EVENTS

Ares Management LLC Election to Exercise Series II Warrants

On August 1, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended June 30, 2024, payable on August 20, 2024 to the holders of record on August 12, 2024.

Credit Agreement

On October 18, 2024, our Jefferson Terminal segment entered into a credit agreement (the “October 2024 Jefferson Credit Agreement”), providing for a $ 50.0 million term loan facility, which matures at the earlier of (i) July 18, 2025 or (ii) after December 31, 2024, the date on which a cash dividend payment on our preferred stock is paid or is required to be paid pursuant to the terms of such preferred stock, and bears interest at 4.00 % plus the applicable forward-looking term rate based on SOFR.

On October 30, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended September 30, 2024, payable on November 19, 2024 to the holders of record on November 12, 2024.

On October 30, 2024, our board of directors also declared a cash dividend on our preferred stock of $ 16.47 per share to the holders of preferred stock for the period from September 30, 2024 through October 30, 2024, payable on October 31, 2024.

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 1. Financial Statements