What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-10-31 compared with 2024-08-02 · 182 added, 165 removed, 420 unchanged (45% of the section changed)

17 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, 2024, we had total consolidated assets of $2.5 billion and redeemable preferred stock and equity of $0.6 billion.

As of September 30, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.6 billion.

Operating Segments

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.

18 unchanged sentences

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

Comparison of the three and six months ended June 30, 2024 and 2023

We believe that net income (loss) attributable to stockholders, as defined by U.S.

GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S.

Comparison of the three and nine months ended September 30, 2024 and 2023

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) 2024 2023 2024 2023

13 unchanged sentences

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (12,788) (1,625) (11,163) (24,690) 2,741 (27,431)

(Loss) gain on sale of assets, net (150) 647 (797) (163) 523 (686)

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

Equity in losses of unconsolidated entities (14,308) (9,914) (4,394) (38,998) (7,173) (31,825)

Gain (loss) on sale of assets, net 2,758 (263) 3,021 2,595 260 2,335

Gain (loss) on modification or extinguishment of debt 747 (2,020) 2,767 (8,423) (2,020) (6,403)

Interest expense (31,513) (25,999) (5,514) (88,796) (73,431) (15,365)

2 unchanged sentences

Loss from before income taxes (43,048) (50,041) 6,993 (139,413) (117,273) (22,140)

Provision for income taxes 267 823 (556) 2,072 2,552 (480)

(Benefit from) provision for income taxes (92) 8 (100) 1,980 2,560 (580)

Net loss (42,956) (50,049) 7,093 (141,393) (119,833) (21,560)

3 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders 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) 2024 2023 2024 2023

Net loss attributable to stockholders $ (49,971) $ (56,101) $ 6,130 $ (160,903) $ (135,543) $ (25,360)

Provision for income taxes 267 823 (556) 2,072 2,552 (480)

(Benefit from) provision for income taxes (92) 8 (100) 1,980 2,560 (580)

Equity-based compensation expense 2,629 4,277 (1,648) 6,768 5,814 954

Acquisition and transaction expenses 2,526 649 1,877 4,373 1,554 2,819

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

(Gains) losses on the modification or extinguishment of debt and capital lease obligations (747) 2,020 (2,767) 8,423 2,020 6,403

Changes in fair value of non-hedge derivative instruments — — — — 1,125 (1,125)

1 unchanged sentence

Incentive allocations — — — — — —

Depreciation & amortization expense (1)

Depreciation and amortization expense (1)

20,725 20,150 575 63,418 60,577 2,841

6 unchanged sentences

— 1,131 (1,131) — 2,470 (2,470)

Equity in losses (earnings) of unconsolidated entities 12,788 1,625 11,163 24,690 (2,741) 27,431

Equity in losses of unconsolidated entities 14,308 9,914 4,394 38,998 7,173 31,825

Non-controlling share of Adjusted EBITDA (4)

2 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2024 and 2023:

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) depreciation and amortization expense of $19,492 and $20,150 and (ii) capitalized contract costs amortization of $1,233 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) depreciation and amortization expense of $60,176 and $60,577 and (ii) capitalized contract costs amortization of $3,242 and $—, respectively.

(2) Includes the following items for the three months ended June 30, 2024 and 2023:

(i) net loss of $(12,838) and $(1,660), (ii) interest expense of $11,182 and $8,304, (iii) depreciation and amortization expense of $8,050 and $7,967, (iv) acquisition and transaction expenses of $31 and $237, (v) changes in fair value of non-hedge derivative instruments of $(3,875) and $(7,963), (vi) equity-based compensation of $1 and $1, (vii) asset impairment of $163 and $—, (viii) equity method basis adjustments of $16 and $— and (ix) other non-recurring items of $478 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(i) net (loss) income of $(24,780) and $2,658, (ii) interest expense of $22,075 and $16,336, (iii) depreciation and amortization expense of $13,180 and $13,633, (iv) acquisition and transaction expenses of $50 and $257, (v) changes in fair value of non-hedge derivative instruments of $(1,822) and $(17,810), (vi) equity-based compensation of $2 and $2, (vii) asset impairment of $250 and $—, (viii) equity method basis adjustments of $32 and $— and (ix) other non-recurring items of $478 and $—, respectively.

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

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

(4) Includes the following items for the three months ended June 30, 2024 and 2023:

(i) equity-based compensation of $268 and $76, (ii) (benefit from) provision for income taxes of $(142) and $35, (iii) interest expense of $2,639 and $1,880, (iv) depreciation and amortization expense of $3,387 and $2,944, (v) acquisition and transaction expense of $3 and $8, (vii) interest and other costs on pension and OPEB liabilities of $— and $1, (viii) asset impairment of $— and $2 and (ix) loss on modification or extinguishment of debt of $2,150 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(2) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) net loss of $(14,352) and $(9,941), (ii) interest expense of $10,826 and $8,830, (iii) depreciation and amortization expense of $6,911 and $6,965, (iv) acquisition and transaction expenses of $47 and $50, (v) changes in fair value of non-hedge derivative instruments of $(2,572) and $(352), (vi) equity-based compensation of $— and $2, (vii) asset impairment of $24 and $—, (viii) equity method basis adjustments of $17 and $— and (ix) loss on modification or extinguishment of debt of $4,724 and $—, respectively.

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) net loss of $(39,132) and $(7,283), (ii) interest expense of $32,901 and $25,166, (iii) depreciation and amortization expense of $20,091 and $20,598, (iv) acquisition and transaction expenses of $97 and $307, (v) changes in fair value of non-hedge derivative instruments of $(4,394) and $(18,162), (vi) equity-based compensation of $2 and $4, (vii) asset impairment of $274 and $—, (viii) equity method basis adjustments of $49 and $—, (ix) loss on modification or extinguishment of debt of $4,724 and $— and (x) other non-recurring items of $478 and $—, respectively.

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

certain non-cash expenses related to the cancellation of restricted shares and Railroad severance expense of $1,131 and $2,470, respectively.

(4) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) equity-based compensation of $240 and $718, (ii) benefit from income taxes of $(98) and $(19), (iii) interest expense of $3,078 and $1,821, (iv) depreciation and amortization expense of $3,274 and $2,870, (v) acquisition and transaction expense of $— and $19, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $1 and (vii) loss on modification or extinguishment of debt of $(175) and $—, respectively.

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) equity-based compensation of $939 and $904, (ii) (benefit from) provision for income taxes of $(374) and $69, (iii) interest expense of $7,906 and $5,558, (iv) depreciation and amortization expense of $9,855 and $8,950, (v) changes in fair value of non-hedge derivative instruments of $— and $61, (vi) acquisition and transaction expense of $3 and $27, (vii) interest and other costs on pension and OPEB liabilities of $1 and $3, (viii) asset impairment of $— and $2, (ix) loss on modification or extinguishment of debt of $1,975 and $— and (x) other non-recurring items of $— and $3, respectively.

Comparison of the three months ended June 30, 2024 and 2023

Total revenues increased $3.1 million due to higher revenues of $3.1 million in the Railroad segment and $4.1 million in the Jefferson Terminal segment, offset by lower revenues of $4.0 million in the Corporate and Other segment and $0.1 million in the Repauno segment.

Comparison of the three months ended September 30, 2024 and 2023

Total revenues increased $2.6 million due to higher revenues of $2.9 million in the Railroad segment and $3.1 million in the Jefferson Terminal segment, offset by lower revenues of $0.1 million in the Repauno segment and $3.2 million in the Corporate and Other segment.

Roadside services revenue decreased $3.2 million due to the decline of roadside services for FYX.

1 unchanged sentence

Rail revenues increased $2.8 million primarily due to an increase in both carloads and rates per car in the Railroad segment.

Comparison of the six months ended June 30, 2024 and 2023

Comparison of the nine months ended September 30, 2024 and 2023

Total revenues increased $11.7 million primarily due to higher revenues of $11.3 million in the Railroad segment, $6.7 million in the Jefferson Terminal segment and $5.3 million in the Repauno segment, offset by lower revenues of $11.6 million in the Corporate and Other segment.

Roadside services revenue decreased $11.6 million primarily due to the decline of roadside services for FYX.

Terminal services revenues increased $6.1 million primarily due to the commencement of a butane throughput contract at Repauno in April 2023, as well as an increase in average crude oil throughput volumes in the Jefferson Terminal segment.

Terminal services revenues increased $8.6 million primarily due to the commencement of a butane throughput contract in the Repauno segment in April 2023, as well as an increase in average crude oil throughput volumes in the Jefferson Terminal segment.

Rail revenues increased $11.2 million primarily due to an increase in both carloads and rates per car in the Railroad segment.

Comparison of the three months ended June 30, 2024 and 2023

Total expenses decreased $3.2 million, primarily due to a decrease in (i) operating expenses, (ii) general and administrative expenses and (iii) asset impairment.

Comparison of the three months ended September 30, 2024 and 2023

Total expenses decreased $4.4 million, primarily due to decreases in (i) operating expenses and (ii) depreciation and amortization, partially offset by increases in (i) general and administrative expenses and (ii) acquisition and transaction expenses.

Operating expenses decreased $5.7 million which primarily reflects:

• a decrease of $4.8 million due to decreased roadside services at FYX;

• a decrease of $1.4 million due to decreased legal fees in the Power and Gas Segmen t ;

• a decrease of $0.4 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter in the Jefferson Terminal segment;

partially offset by

• an increase of $2.0 million primarily due to costs associated with stock-based compensation, as well as insurance and higher labor and other costs associated with increased terminal throughput activity in the Jefferson Terminal segment;

• an increase of $1.4 million in the Railroad segment mainly due to increased car loads.

General and administrative expenses decreased $0.9 million primarily due to lower professional fees in the Corporate and Other segment.

Asset impairment decreased $0.6 million primarily due to impairment for certain scrap assets in the Railroad segment in 2023.

Comparison of the six months ended June 30, 2024 and 2023

Total expenses decreased $1.2 million, primarily due to decreased operating expenses, partially offset by increase in acquisition and transaction expenses.

• an increase of $0.4 million in the Railroad segment mainly due to increased carloads;

• an increase of $0.6 million in the Repauno segment due to higher costs associated with stock-based compensation, and an increase in labor costs and professional fees related to the continued development of the site.

General and administrative expenses increased $0.5 million primarily due to higher professional fees in the Corporate and Other segment.

Acquisition and transaction expenses increased $1.9 million primarily due to consulting fees in the Power and Gas segment.

Depreciation and amortization decreased $0.7 million primarily due to assets that became fully depreciated at the Corporate and Other segment.

Comparison of the nine months ended September 30, 2024 and 2023

Total expenses decreased $5.5 million, primarily due to decreases in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment, partially offset by increases in (i) acquisition and transaction expenses and (ii) general and administrative expenses.

Operating expenses decreased $7.8 million which primarily reflects:

• a decrease of $14.2 million due to decreased roadside services at FYX;

• a decrease of $1.0 million in the Power and Gas segment due to decreased legal fees;

partially offset by

• an increase of $1.1 million 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 in the Repauno segment;

• an increase of $4.7 million primarily due to costs associated with stock-based compensation, as well as insurance and higher labor and other costs associated with increased terminal throughput activity in the Jefferson Terminal segment;

• an increase of $1.1 million in the Railroad segment mainly due to increased car loads.

Acquisition and transaction expenses increased $0.9 million primarily due to professional fees for a potential acquisition at the Corporate and Other segment.

• an increase of $1.6 million due to higher costs associated with stock-based compensation, and an increase in labor costs and professional fees related to the continued development of the site in the Repauno segment;

• an increase of $4.3 million primarily due to costs associated with insurance, higher labor and other costs associated with increased terminal throughput activity in the Jefferson Terminal segment;

• an increase of $1.4 million in the Railroad segment mainly due to increased carloads.

General and administrative expenses increased $1.3 million primarily due to higher professional fees in the Corporate and Other segment.

Acquisition and transaction expenses increased $2.8 million primarily due to professional fees for a potential acquisition in the Corporate and Other segment and an increase in consulting fees in the Power and Gas segment.

Depreciation and amortization decreased $0.4 million primarily due to assets that became fully depreciated in the Corporate and Other segment, partially offset by an increase in depreciation and amortization in the Repauno segment due to assets being placed into service.

Asset impairment decreased $0.7 million primarily due to impairment for certain scrap assets in the Railroad segment in 2023.

Other expense

Total other expense increased $21.0 million during the three months ended June 30, 2024 which primarily reflects:

• an increase in loss on modification or extinguishment of debt of $9.2 million in the Jefferson Terminal segment;

• an increase in interest expense of $5.5 million primarily due to an increase in the average outstanding debt of approximately $168.7 million which consists of (i) $84.3 million for the Senior Notes due 2027, (ii) $19.3 million for the DRP Revolver and (iii) $115.1 million for the 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million;

• an increase of $11.2 million in equity in losses of unconsolidated entities primarily due to a decrease in unrealized gains on power swaps at Long Ridge;

• a gain on sale of land recognized in the prior year of $0.8 million in the Jefferson Terminal segment;

Total other expense did not change significantly on a consolidated basis during the three months ended September 30, 2024, but this is primarily comprised of:

• an increase in gain on modification or extinguishment of debt of $2.8 million due to a gain recognized in the Jefferson Terminal segment in the current period, as well as losses recognized in the Railroad and Corporate and Other segments in 2023;

• an increase in interest expense of $5.5 million primarily due to an increase in the average outstanding debt of approximately $216.2 million which consists of (i) $5.7 million for the Senior Notes due 2027, (ii) $19.3 million for the DRP Revolver and (iii) $191.2 million for the Series 2024 Bonds, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million;

• an increase of $4.4 million in equity in losses of unconsolidated entities primarily due to a loss on extinguishment of debt at Long Ridge West Virginia LLC, as well as higher operating losses at GM-FTAI Holdco LLC;

• a gain on sale of land of $3.0 million primarily due to a sales leaseback transaction in the Jefferson Terminal segment;

partially offset by

• an increase of $5.6 million in Other income due to interest income from increased loan balance on the loan agreement between the Company and Long Ridge Energy & Power LLC.

Total other expense increased $39.4 million during the six months ended June 30, 2024 which primarily reflects:

• an increase of $27.4 million in equity in losses of unconsolidated entities primarily due to a decrease in unrealized gains on power swaps at Long Ridge;

• an increase in interest expense of $9.9 million primarily due to an increase in the average outstanding debt of approximately $119.8 million which consists of (i) $92.5 million for the Senior Notes due 2027, (ii) $19.3 million for the DRP Revolver and (iii) $58.1 million for the 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million;

• an increase in loss on modification or extinguishment of debt of $9.2 million in the Jefferson Terminal segment;

• a gain on sale of land recognized in the prior year of $0.7 million in the Jefferson Terminal segment;

• an increase of $4.2 million in Other income due to interest income from an increased loan balance on the loan agreement between the Company and Long Ridge Energy & Power LLC, as well as favorable adjustments in the pension and OPEB benefits in the Railroad segment, and an increase due to the interest on the Series 2024 Bond funds at the Jefferson Terminal segment.

Total other expense increased $39.4 million during the nine months ended September 30, 2024 which primarily reflects:

• an increase of $31.8 million in equity in losses of unconsolidated entities primarily due to a loss on extinguishment of debt at Long Ridge West Virginia LLC, as well as higher operating losses at GM-FTAI Holdco LLC;

• an increase in interest expense of $15.4 million primarily due to an increase in the average outstanding debt of approximately $151.9 million which consists of (i) $63.6 million for the Senior Notes due 2027, (ii) $19.3 million for the DRP Revolver and (iii) $102.4 million for the Series 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million;

• an increase in loss on modification or extinguishment of debt of $6.4 million primarily due to a gain recognized in the Jefferson Terminal segment, offset by a decrease in the Corporate and Other segment due to repayment of amounts outstanding under the Credit Agreement in July 2023, as well as a decrease in the Railroad segment related to the revolver entered into in the fourth quarter of 2022 and paid off in the third quarter of 2023;

• a gain on sale of land of $2.3 million primarily due to a sales leaseback transaction in the Jefferson Terminal segment;

partially offset by

• an increase of $7.7 million in Other income due to interest income from increased loan balance on the loan agreement between the Company and Long Ridge Energy & Power LLC.

Net loss increased $14.3 million and $28.7 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

• an increase of $11.9 million in Other income due to (i) interest income from an increased loan balance on the loan agreement between the Company and Long Ridge Energy & Power LLC, (ii) favorable adjustments in the pension and OPEB benefits in the Railroad segment, and (iii) a current year gain from the grant of a pipeline easement, as well as a benefit from the decrease in prior year losses related to the termination of a pipeline contract in the Jefferson Terminal segment.

Net loss decreased $7.1 million and increased $21.6 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $6.6 million and $11.9 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $12.3 million and $24.2 million during the three and nine months ended September 30, 2024, 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) 2024 2023 2024 2023

7 unchanged sentences

Total expenses 29,754 28,880 874 88,506 87,708 798

Other (expense) income

Loss on sale of assets, net (150) (85) (65) (163) (209) 46

Other income (expense)

Gain (loss) on sale of assets, net 5 (264) 269 (158) (473) 315

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

Interest expense (78) (82) 4 (245) (2,252) 2,007

7 unchanged sentences

The following table sets forth a reconciliation of net income attributable to stockholders 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) 2024 2023 2024 2023

19 unchanged sentences

________________________________________________________

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

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

(2) Includes the following items for the three months ended June 30, 2024 and 2023:

(i) equity-based compensation of $1 and $—, (ii) provision for income taxes of $3 and $—, (iii) interest expense of $1 and $3, (iv) depreciation and amortization expense of $16 and $12, (v) acquisition and transaction expense of $1 and $—, (vi) interest and other costs on pension and OPEB liabilities of $— and $1 and (vii) asset impairment of $— and $2, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(1) Includes the following item for the nine months ended September 30, 2023:

Railroad severance expense of $1,339, respectively.

(2) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) equity-based compensation of $3 and $1, (ii) provision for income taxes of $6 and $3, (iii) depreciation and amortization expense of $22 and $13, (iv) acquisition and transaction expense of $— and $1 and (v) 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, 2024 and 2023:

(i) equity-based compensation of $5 and $2, (ii) provision for income taxes of $13 and $4, (iii) interest expense of $1 and $5, (iv) depreciation and amortization expense of $56 and $35, (v) acquisition and transaction expense of $1 and $1, (vi) interest and other costs on pension and OPEB liabilities of $1 and $3, (vii) asset impairment of $— and $2 and (viii) other non-recurring items of $— and $3, respectively.

Total revenues increased $3.1 million and $8.4 million during the three and six months ended June 30, 2024, respectively, primarily due to both an increase in carloads and rates per car.

Total expenses increased $0.5 million during the three months ended June 30, 2024, which primarily reflects an increase in operating expenses of $1.4 million mainly due to increased car loads, partially offset by impairment of $0.6 million for certain scrap assets in 2023.

Total revenues increased $2.9 million and $11.3 million during the three and nine months ended September 30, 2024, respectively, primarily due to both an increase in carloads and rates per car.

Total expenses increased $0.9 million during the three months ended September 30, 2024, which primarily reflects an increase in operating expenses of $0.4 million mainly due to increased carloads and an increase in depreciation and amortization of $0.6 million due to new railcars purchased during the quarter.

Total expenses increased $0.8 million during the nine months ended September 30, 2024, which primarily reflects an increase in operating expenses of $1.4 million mainly due to increased carloads, partially offset by a decrease in asset impairment of $0.7 million for certain scrap assets written off in 2023.

Other income (expense)

Total other income increased $1.8 million and $2.8 million during the three and six months ended June 30, 2024, respectively, which primarily reflects a decrease 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 decrease in other expense related to pension and OPEB benefits due to favorable adjustments.

Total other income increased $2.5 million and $5.3 million during the three and nine months ended September 30, 2024, respectively, which primarily reflects a decrease in interest expense and loss on extinguishment of debt related to the revolver entered into in the fourth quarter of 2022 and paid off in the third quarter of 2023, as well as an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $1.8 million and $6.3 million during the three and six months ended June 30, 2024, respectively, primarily due to the activity noted above.

Adjusted EBITDA increased $3.6 million and $10.0 million during the three and nine months ended September 30, 2024, 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) 2024 2023 2024 2023

8 unchanged sentences

Gain on sale of assets, net 2,753 1 2,752 2,753 733 2,020

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

Gain (loss) on modification or extinguishment of debt 747 — 747 (8,423) — (8,423)

Interest expense (13,107) (8,280) (4,827) (33,594) (24,142) (9,452)

Other income (expense) 916 109 807 4,453 (1,303) 5,756

Total other income (expense) (16,829) (7,595) (9,234) (26,120) (16,542) (9,578)

Total other expense (8,691) (8,170) (521) (34,811) (24,712) (10,099)

Loss before income taxes (18,135) (21,831) 3,696 (66,212) (58,641) (7,571)

2 unchanged sentences

Net loss attributable to non-controlling interest in consolidated subsidiaries (9,700) (9,688) (12) (31,339) (28,921) (2,418)

Net income (loss) attributable to stockholders $ (14,152) $ (8,765) $ (5,387) $ (25,272) $ (17,927) $ (7,345)

Net loss attributable to stockholders $ (8,009) $ (12,017) $ 4,008 $ (33,281) $ (29,944) $ (3,337)

The following table sets forth a reconciliation of net income (loss) attributable to stockholders 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) 2024 2023 2024 2023

3 unchanged sentences

Acquisition and transaction expenses — 80 (80) 10 116 (106)

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

(Gains) losses on the modification or extinguishment of debt and capital lease obligations (747) — (747) 8,423 — 8,423

Changes in fair value of non-hedge derivative instruments — — — — — —

8 unchanged sentences

Other non-recurring items (2)

— 1,131 (1,131) — 1,131 (1,131)

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

3 unchanged sentences

________________________________________________________

(1) Includ es the following items for the three months ended June 30, 2024 and 2023:

(i) depreci ation and amortization expense of $12,300 and $12,144 and (ii) capitalized contract costs amortization of $1,433 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) depreciation and amortization expense of $11,988 and $12,643 and (ii) capitalized contract costs amortization of $1,233 and $—, respectively.

(2) Includes the following items for the three months ended June 30, 2024 and 2023:

(i) equity-based compe nsation of $259 and $71, (ii) (benefit from) provision for income taxes of $(143) and $35, (iii) interest expense of $2,623 and $1,844, (iv) depreciation and amortization expense of $3,219 and $2,808, (v) acquisition and transaction expense of $2 and $8 and (vi) loss on modification or extinguishment of debt of $2,150 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) depreciation and amortization expense of $36,618 and $36,656 and (ii) capitalized contract costs amortization of $3,242 and $—, respectively.

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

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

(3) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) equity-based compensation of $157 and $658, (ii) benefit from income taxes of $(100) and $(30), (iii) interest expense of $3,073 and $1,786, (iv) depreciation and amortization expense of $3,100 and $2,728, (v) acquisition and transaction expense of $— and $18 and (vi) loss on modification or extinguishment of debt of $(175) and $—, respectively.

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) equity-based compensation of $828 and $831, (ii) (benefit from) provision for income taxes of $(373) and $51, (iii) interest expense of $7,876 and $5,453, (iv) depreciation and amortization expense of $9,346 and $8,280, (v) acquisition and transaction expense of $2 and $26 and (vi) loss on modification or extinguishment of debt of $1,975 and $—, respectively.

Total revenues increased $4.1 million and $3.6 million during the three and six months ended June 30, 2024, respectively, due to an increase in average crude oil throughput volumes.

Total expe nses increased $2.1 million during the three months ended June 30, 2024 which primarily reflects:

• an increase in operating expenses of $2.0 million primarily due to costs associated with stock-based compensation, as well as insurance and higher labor and other costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization of $0.2 million due to additional assets being placed into service.

Total expenses increased $5.3 million during the six months ended June 30, 2024 which primarily reflects:

• an increase in operati ng expenses of $4.7 million primarily due to costs associated with stock-based compensation, as well as insurance and higher labor and other costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization of $0.6 million due to additional assets being placed into service.

Other income (expense)

Total other expense increased $9.2 million during the three months ended June 30, 2024, which primarily reflects a $9.2 million loss on modification or extinguishment of debt, an increase in interest expense of $3.2 million related to additional borrowings during the quarter and a $0.7 million gain on sale of land recognized in the prior year, partially offset by a $3.5 million gain from the grant of a pipeline easement.

Total other expense increased $9.6 million during the six months ended June 30, 2024 which primarily reflects a $9.2 million loss on modification or extinguishment of debt, an increase in interest expense of $4.6 million related to additional borrowings during the quarter and a $0.7 million gain on sale of land recognized in the prior year , partially off set by a $3.5 million gain from the grant of a pipeline easemen t and a $1.1 million benefit from the decrease in prior period losses related to the termination of a pipeline contract .

Total revenues increased $3.1 million and $6.7 million during the three and nine months ended September 30, 2024, respectively, due to an increase in average crude oil throughput volumes.

Total expenses decreased $1.1 million during the three months ended September 30, 2024 which primarily reflects:

• a decrease in operating expenses of $0.4 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter;

• a decrease in depreciation and amortization of $0.7 million due to certain assets becoming fully depreciated.

Total expenses increased $4.1 million during the nine months ended September 30, 2024 which primarily reflects an increase in operating expenses of $4.3 million primarily due to costs associated with insurance and higher labor and other costs associated with increased terminal throughput activity.

Other expense

Total other expense increased $0.5 million during the three months ended September 30, 2024, which primarily reflects an increase in interest expense of $4.8 million related to additional borrowings during the current year, offset by (i) a $0.7 million gain on modification or extinguishment of debt, (ii) an increase in other income of $0.8 million from the interest on the Series 2024 Bond funds and (iii) a $2.8 million gain primarily from a sales leaseback transaction.

Total other expense increased $10.1 million during the nine months ended September 30, 2024 which primarily reflects (i) an $8.4 million loss on modification or extinguishment of debt and (ii) an increase in interest expense of $9.5 million related to additional borrowings during the current year, offset by (i) a $2.0 million gain primarily from a sales leaseback transaction and (ii) an increase in other income of $5.8 million due to a current year gain from the grant of a pipeline easement as well as a benefit from the decrease in prior year losses related to the termination of a pipeline contract.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $5.2 million and $5.5 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITD A increased $4.0 million and $9.5 million during the three and nine months ended September 30, 2024, 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) 2024 2023 2024 2023

14 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders 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) 2024 2023 2024 2023

18 unchanged sentences

________________________________________________________

(1) I ncludes the following items for the three months ended June 30, 2024 and 2023:

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) equity-based compensation of $80 and $59, (ii) (benefit from) provision for income taxes of $(4) and $8, (iii) interest expense of $5 and $35 and (iv) depreciation and amortization expense of $152 and $129, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(i) equity-bas ed compensation of $26 and $12, (ii) (benefit from) provision for income taxes of $(10) and $6, (iii) interest expense of $24 and $65, (iv) depreciation and amortization expense of $301 and $246 and (v) changes in fair value of non-hedge derivative instruments of $— and $61, respectively.

Total revenue did not change significantly during the three months ended June 30, 2024.

Total revenue increased $5.4 million during the six months ended June 30, 2024 primarily due to (i) the commencement of a butane throughput contract in April 2023, as well as (ii) losses in the prior year related to the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses did not change significantly during the three months ended June 30, 2024.

Total expenses increased $1.5 million during the six months ended June 30, 2024 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.

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) equity-based compensation of $106 and $71, (ii) (benefit from) provision for income taxes of $(14) and $14, (iii) interest expense of $29 and $100, (iv) depreciation and amortization expense of $453 and $375 and (v) changes in fair value of non-hedge derivative instruments of $— and $61, respectively.

Total revenue did not change significantly during the three months ended September 30, 2024.

Total revenue increased $5.3 million during the nine months ended September 30, 2024 primarily due to (i) the commencement of a butane throughput contract in April 2023, as well as (ii) losses in the prior year related to the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses increased $0.7 million and $2.1 million during the three and nine months ended September 30, 2024 which primarily reflects higher operating expenses due to costs associated with stock-based compensation, an increase in depreciation expense due to assets being placed into service, and an increase in labor costs and professional fees related to the continued development of the site.

Other expense

Total other expense decreased $0.4 million and $0.8 million during the three and six months ended June 30, 2024, respectively, which reflects an increase in capitalized interest, partially offset by an increase in interest expense due to an increase in the borrowing amount on the revolver, amended in December 2023.

Total other expense decreased $0.6 million and $1.4 million during the three and nine months ended September 30, 2024, respectively, which reflects an increase in capitalized interest, partially offset by an increase in interest expense due to an increase in the borrowing amount on the revolver, amended in December 2023.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $0.1 million and and $3.3 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBIT DA decreased $0.4 million and increased $2.9 million d uring the three and nine months ended September 30, 2024, 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) 2024 2023 2024 2023

11 unchanged sentences

The following table sets forth a reconciliation of net (loss) income attributable to stockholders 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) 2024 2023 2024 2023

18 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2024 and 2023:

(i) net (loss) income of $(7,353) and $1,639, (ii) interest expense of $9,465 and $7,378, (iii) depreciation and amortization expense of $7,359 and $7,641, (iv) acquisition and transaction expenses of $31 and $237, (v) changes in fair value of non-hedge derivative instruments of $(3,875) and $(7,963), (vi) equity-based compensation of $1 and $1, (vii) asset impairment of $163 and $—, (viii) equity method basis adjustments of $16 and $— and (ix) other non-recurring items of $478 and $—, respectively.

Includes the following items for the six months ended June 30, 2024 and 2023:

(i) net (loss) income of $(14,406) and $9,400, (ii) interest expense of $18,675 and $14,612, (iii) depreciation and amortization expense of $11,808 and $12,981, (iv) acquisition and transaction expenses of $50 and $257, (v) changes in fair value of non-hedge derivative instruments of $(1,822) and $(17,810), (vi) equity-based compensation of $2 and $2, (vii) asset impairment of $250 and $—, (viii) equity method basis adjustments of $32 and $— and (ix) other non-recurring items of $478 and $—, respectively.

Total expenses increased $0.5 million and $0.8 million during the three and six months ended June 30, 2024, respectively, which primarily relates to an increase in professional fees.

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) net loss of $(10,489) and $(7,057), (ii) interest expense of $9,544 and $7,932, (iii) depreciation and amortization expense of $6,217 and $6,639, (iv) acquisition and transaction expenses of $47 and $50, (v) changes in fair value of non-hedge derivative instruments of $(2,572) and $(352), (vi) equity-based compensation of $— and $2, (vii) asset impairment of $24 and $—, (viii) equity method basis adjustments of $17 and $— and (ix) loss on modification or extinguishment of debt of $4,724 and $—, respectively.

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) net (loss) income of $(24,895) and $2,343, (ii) interest expense of $28,219 and $22,544, (iii) depreciation and amortization expense of $18,025 and $19,620, (iv) acquisition and transaction expenses of $97 and $307, (v) changes in fair value of non-hedge derivative instruments of $(4,394) and $(18,162), (vi) equity-based compensation of $2 and $4, (vii) asset impairment of $274 and $—, (viii) equity method basis adjustments of $49 and $—, (ix) loss on modification or extinguishment of debt of $4,724 and $— and (x) other non-recurring items of $478 and $—, respectively.

Total expenses increased $0.3 million and $1.0 million during the three and nine months ended September 30, 2024, respectively, which primarily relates to an increase in consulting fees, partially offset by a decrease in legal fees.

Other (expense) income

Total other expense increased $7.7 million during the three months ended June 30, 2024 which reflects:

• an increase in equity in losses of unconsolidated entities of $9.0 million, primarily due to decrease in unrealized gains on power swaps at Long Ridge;

partially offset by

Total other expense increased $2.0 million during the three months ended September 30, 2024 which reflects:

• an increase in equity in losses of unconsolidated entities of $3.4 million, primarily due to a loss on extinguishment of debt at Long Ridge West Virginia LLC;

• an increase in other income of $1.4 million due to interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC.

Total other expense increased $21.4 million during the six months ended June 30, 2024 which reflects:

• an increase in equity in losses of unconsolidated entities of $23.8 million, primarily due to decrease in unrealized gains on power swaps at Long Ridge;

Total other expense increased $23.4 million during the nine months ended September 30, 2024 which reflects:

• an increase in equity in losses of unconsolidated entities of $27.2 million, primarily due to a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC and loss on extinguishment of debt at Long Ridge West Virginia LLC;

partially offset by

1 unchanged sentence

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $1.6 million and $2.5 million during the three and six months ended June 30, 2024, respectively, due to a decrease in the pro-rata share of adjusted EBITDA from unconsolidated entities of $2.6 million and $4.4 million, respectively, and the changes noted above.

Adjusted EBITDA increased $3.1 million and $0.7 million during the three and nine months ended September 30, 2024, respectively, primarily due to 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) 2024 2023 2024 2023

10 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders 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) 2024 2023 2024 2023

18 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2024 and 2023:

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

(i) net loss of $(3,845) and $(2,868), (ii) interest expense of $1,272 and $888 and (iii) depreciation and amortization expense of $694 and $326, respectively .

Includes the following items for the six months ended June 30, 2024 and 2023:

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) net loss of $(14,182) and $(9,567), (ii) interest expense of $4,651 and $2,579 and (iii) depreciation and amortization expense of $2,066 and $978, respectively.

Other expense

Total other expense increased $2.5 million and $3.9 million during the three and six months ended June 30, 2024, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to higher operating losses at GM-FTAI Holdco LLC.

Total other expense increased $0.4 million and $4.3 million during the three and nine months ended September 30, 2024, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to higher operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $1.3 million and $1.5 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $0.3 million and decreased $1.2 million during the three and nine months ended September 30, 2024, 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) 2024 2023 2024 2023

9 unchanged sentences

Equity in earnings of unconsolidated entities 10 10 — 31 44 (13)

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

Interest expense (18,236) (16,995) (1,241) (54,477) (45,189) (9,288)

Other income 2 — 2 2 — 2

Total other expense (18,224) (18,068) (156) (54,444) (46,228) (8,216)

6 unchanged sentences

The following table sets forth a reconciliation of net loss attributable to stockholders 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) 2024 2023 2024 2023

19 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended June 30, 2024 and 2023:

(1) Includes the following items for the three months ended September 30, 2024 and 2023:

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

Includes the following items for the six months ended June 30, 2024 and 2023:

Includes the following items for the nine months ended September 30, 2024 and 2023:

(i) net loss of $(55) and $(59) and (ii) interest expense of $31 and $43, respectively.

(2) Includes the following item for the six months ended June 30, 2023:

(2) Includes the following item for the nine months ended September 30, 2023:

(i) depreciation and amortization expense of $260.

Total revenues decreased $4.0 million and $8.3 million during the three and six months ended June 30, 2024, respectively, primarily due to a decrease in roadside services at FYX.

Total expenses decreased $6.3 million during the three months ended June 30, 2024 which primarily reflects:

Total revenues decreased $3.2 million and $11.6 million during the three and nine months ended September 30, 2024, respectively, primarily due to a decrease in roadside services at FYX.

Total expenses decreased $5.1 million during the three months ended September 30, 2024 which primarily reflects:

• a decrease in operating expenses of $4.8 million due to a decrease in roadside services at FYX;

• a decrease in depreciation and amortization expense of $0.7 million due to assets that became fully depreciated;

• a decrease in general and administrative expenses of $0.9 million primarily due to lower professional fees.

Total expenses decreased $8.6 million during the six months ended June 30, 2024 which primarily reflects:

partially offset by

• an increase in general and administrative expenses of $0.5 million primarily due to higher professional fees.

Total expenses decreased $13.6 million during the nine months ended September 30, 2024 which primarily reflects:

• a decrease in operating expenses of $14.2 million due to a decrease in roadside services at FYX;

4 unchanged sentences

Other expense

Total other expense increased $3.8 million and $8.1 million during the three and six months ended June 30, 2024, respectively, which primarily reflects an increase in interest expense due to the additional issuance of the Senior Notes due 2027 in July 2023.

Total other expense increased $0.2 million and $8.2 million during the three and nine months ended September 30, 2024, respectively, which primarily reflects an increase in interest expense due to the additional issuance of the Senior Notes due 2027 in July 2023, partially offset by a decrease in loss on extinguishment of debt due to repayment of amounts outstanding under the Credit Agreement in July 2023.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.3 million and $0.7 million during the three and six months ended June 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $1.6 million and $2.3 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Liquidity and Capital Resources

3 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 $52.8 million and $95.5 million during the six months ended June 30, 2024 and 2023, respectively.

• Cash used for the purpose of making investments was $62.2 million and $89.2 million during the nine months ended September 30, 2024 and 2023, 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, 2024, (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 $21.5 million and $16.9 million during the six months ended June 30, 2024 and 2023, respectively.

• During the six months ended June 30, 2024, additional borrowings were obtained in connection with the (i) Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million.

In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million during the six months ended June 30, 2024.

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 (iii) 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.

• Proceeds from the sale of assets were $0.1 million and $1.1 million during the six months ended June 30, 2024 and 2023, respectively.

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, 2024, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales and an easement.

• Cash flows used in operating activities were $7.2 million and $2.2 million during the nine months ended September 30, 2024 and 2023, respectively.

• During the nine months ended September 30, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million.

In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the April 2024 Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million.

In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel a portion of the Tax Exempt Series 2021A Bonds of $6.0 million.

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.

• Proceeds from asset sales and an easement were $4.1 million and $1.3 million during the nine months ended September 30, 2024 and 2023, 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.

1 unchanged sentence

We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.

In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise.

Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.

Historical Cash Flow

Comparison of the six months ended June 30, 2024 and 2023

The following table compares the historical cash flow for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Comparison of the nine months ended September 30, 2024 and 2023

The following table compares the historical cash flow for the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,

(in thousands) 2024 2023

3 unchanged sentences

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

Net cash used in operating activities increased $4.5 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in net loss of $28.7 million and (ii) changes in working capital of $16.4 million, partially offset by (i) an increase in equity in losses of unconsolidated entities of $27.4 million, (ii) an increase in equity-based compensation of $2.6 million, (iii) an increase in amortization of deferred financing costs of $1.5 million and (iv) an increase in loss on modification or extinguishment of debt of $9.2 million.

Net cash used in investing activities decreased $41.7 million, primarily due to (i) a decrease in the acquisition of property, plant and equipment of $38.3 million and (ii) a decrease in the acquisition of consolidated subsidiaries of $4.4 million, partially offset by a decrease in proceeds from the sale of property, plant and equipment of $0.9 million.

Net cash provided by financing activities increased $114.0 million, primarily due to (i) an increase in proceeds from debt of $383.1 million, partially offset by (i) an increase in repayment of debt of $242.0 million, (ii) an increase in settlement of equity-based compensation of $3.1 million, (iii) an increase in distributions to non-controlling int erests of $15.0 million and (iv) an increase in payment of financing costs of $8.8 million.

Net cash used in operating activities increased $5.0 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in losses of unconsolidated entities of $31.8 million, (ii) an increase in loss on modification or extinguishment of debt of $6.4 million and (iii) an increase in amortization of deferred financing costs of $1.5 million, partially offset by (i) an increase in net loss of $21.6 million, (ii) changes in working capital of $14.9 million, (iii) an increase in gain on sale of easement of $3.5 million, (iv) an increase in gain on sale of assets of $2.3 million, (v) changes in fair value of non-hedge derivatives of $1.1 million and (vi) changes in provision for credit losses of $1.1 million.

Net cash used in investing activities decreased $49.4 million, primarily due to (i) a decrease in the acquisition of property, plant and equipment of $25.4 million, (ii) a decrease in the investment in convertible promissory notes of $19.5 million, (iii) a decrease in the acquisition of business of $4.4 million, (iv) a decrease in the investment in unconsolidated entities of $3.8 million and (v) an increase in the proceeds from sale of easement of $3.5 million, partially offset by (i) an increase in the investment of equity instruments of $5.0 million and (ii) an increase in the acquisition of leasing equipment of $1.6 million.

Net cash provided by financing activities increased $84.5 million, primarily due to (i) an increase in proceeds from debt of $287.6 million, partially offset by (i) an increase in repayment of debt of $172.5 million, (ii) an increase in settlement of equity-based compensation of $3.1 million, (iii) an increase in distributions to non-controlling interests of $13.4 million, (iv) an increase in the payment of cash dividends on preferred stock of $9.7 million and (v) an increase in payment of financing costs of $3.9 million.

Debt Obligations

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

Debt Obligations — As of June 30, 2024, we had outstanding principal and interest payment obligations of $1.6 billion and $0.6 billion, respectively, of which, there is no principal payment due and $106.4 million of interest payments due within the next twelve months.

D ebt Obligations — As of September 30, 2024, we had outstanding principal and interest payment obligations of $1.6 billion and $0.6 billion, respectively, of which, there is no principal payment due and $106.6 million of interest payments due within the next twelve months.

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

Lease Obligations —As of June 30, 2024, we had outstanding operating and finance lease obligations of $164.9 million, of which $8.3 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payment s of $60.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months.

Lease Obligations —As of September 30, 2024, we had outstanding operating and finance lease obligations of $169.5 million, of which $9.2 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $58.2 million d ue on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for eleven months.

See Note 15 for additional information related to our preferred stock obligations.

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An annual impairment review is conducted as of October 1st of each year.

Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Additionally, we review the carrying value of goodwill

whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The determination of fair value involves significant management judgment.

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The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023.

The Jefferson Terminal reporting unit 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,

expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads.

At October 1, 2023, approximately 6.2 million barrels of storage was operational.

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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