FTAI Infrastructure Inc. 10-Q

Item 1. Financial Statements FTAI INFRASTRUCTURE INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) (Unaudited) Notes September 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents 2 $ 20,295 $ 29,367 Restricted cash 2 124,338 58,112 Accounts receivable, net 2 55,168 55,990 Other current assets 2 47,266 42,034 Total current assets 247,067 185,503 Leasing equipment, net 3 36,173 35,587 Operating lease right-of-use assets, net 68,859 69,748 Property, plant, and equipment, net 4 1,624,906 1,630,829 Investments 5 54,148 72,701 Intangible assets, net 6 47,237 52,621 Goodwill 2 275,367 275,367 Other assets 2 83,732 57,253 Total assets $ 2,437,489 $ 2,379,609 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 152,957 $ 130,796 Operating lease liabilities 7,270 7,218 Other current liabilities 13,449 12,623 Total current liabilities 173,676 150,637 Debt, net 7 1,535,679 1,340,910 Operating lease liabilities 61,651 62,441 Other liabilities 46,379 87,530 Total liabilities 1,817,385 1,641,518 Commitments and contingencies 17 — — Redeemable preferred stock ($ 0.01 par value per share; 200,000,000 shares authorized; 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 Equity Common stock ($ 0.01 par value per share; 2,000,000,000 shares authorized; 113,745,115 and 100,589,572 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) 1,137 1,006 Additional paid in capital 785,734 843,971 Accumulated deficit ( 291,513 ) ( 182,173 ) Accumulated other comprehensive loss ( 124,587 ) ( 178,515 ) Stockholders' equity 370,771 484,289 Non-controlling interest in equity of consolidated subsidiaries ( 117,580 ) ( 71,430 ) Total equity 253,191 412,859 Total liabilities, redeemable preferred stock and equity $ 2,437,489 $ 2,379,609 See accompanying notes to consolidated financial statements. 5 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, Notes 2024 2023 2024 2023 Revenues Total revenues 9 $ 83,311 $ 80,706 $ 250,733 $ 239,032 Expenses Operating expenses 62,766 68,416 188,566 196,353 General and administrative 2,989 2,485 10,690 9,388 Acquisition and transaction expenses 2,526 649 4,373 1,554 Management fees and incentive allocation to affiliate 13 2,807 3,238 8,584 9,304 Depreciation and amortization 3, 6 19,492 20,150 60,176 60,577 Asset impairment — — — 743 Total expenses 90,580 94,938 272,389 277,919 Other (expense) income 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 ) Other income 6,537 2,387 15,865 3,978 Total other expense ( 35,779 ) ( 35,809 ) ( 117,757 ) ( 78,386 ) Loss before income taxes ( 43,048 ) ( 50,041 ) ( 139,413 ) ( 117,273 ) (Benefit from) provision for income taxes 12 ( 92 ) 8 1,980 2,560 Net loss ( 42,956 ) ( 50,049 ) ( 141,393 ) ( 119,833 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 9,963 ) ( 9,932 ) ( 32,053 ) ( 30,101 ) Less: Dividends and accretion of redeemable preferred stock 16,978 15,984 51,563 45,811 Net loss attributable to stockholders $ ( 49,971 ) $ ( 56,101 ) $ ( 160,903 ) $ ( 135,543 ) Loss per share: 16 Basic $ ( 0.45 ) $ ( 0.55 ) $ ( 1.51 ) $ ( 1.32 ) Diluted $ ( 0.45 ) $ ( 0.55 ) $ ( 1.51 ) $ ( 1.32 ) Weighted average shares outstanding: Basic 109,723,831 102,820,651 106,317,677 102,800,818 Diluted 109,723,831 102,820,651 106,317,677 102,800,818 See accompanying notes to consolidated financial statements. 6 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net loss $ ( 42,956 ) $ ( 50,049 ) $ ( 141,393 ) $ ( 119,833 ) Other comprehensive income (loss): Other comprehensive income related to equity method investees 27,218 5,504 28,322 120,934 Change in pension and other employee benefit accounts (1) ( 537 ) ( 11 ) 25,606 ( 35 ) 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 (loss) income attributable to stockholders $ ( 6,312 ) $ ( 34,624 ) $ ( 55,412 ) $ 31,167 ______________________________________________________________________________________ (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. 7 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) 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 Equity - December 31, 2023 $ 1,006 $ 843,971 $ ( 182,173 ) $ ( 178,515 ) $ ( 71,430 ) $ 412,859 Net loss ( 76,347 ) ( 22,090 ) ( 98,437 ) 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 ) Dividends and accretion of redeemable preferred stock ( 34,585 ) ( 34,585 ) Equity-based compensation 3,559 580 4,139 Equity - June 30, 2024 $ 1,016 $ 803,603 $ ( 258,520 ) $ ( 151,268 ) $ ( 108,164 ) $ 286,667 Net loss ( 32,993 ) ( 9,963 ) ( 42,956 ) Other comprehensive income 26,681 26,681 Total comprehensive (loss) income — — ( 32,993 ) 26,681 ( 9,963 ) ( 16,275 ) Issuance of common shares 121 431 552 Dividends declared on common stock ( 3,404 ) ( 3,404 ) Dividends and accretion of redeemable preferred stock ( 16,978 ) ( 16,978 ) Equity-based compensation 2,082 547 2,629 Equity - September 30, 2024 $ 1,137 $ 785,734 $ ( 291,513 ) $ ( 124,587 ) $ ( 117,580 ) $ 253,191 8 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) 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 Equity - December 31, 2022 $ 994 $ 911,599 $ ( 60,837 ) $ ( 300,133 ) $ ( 26,829 ) $ 524,794 Net loss ( 49,615 ) ( 20,169 ) ( 69,784 ) Other comprehensive income 115,406 115,406 Total comprehensive (loss) income — — ( 49,615 ) 115,406 ( 20,169 ) 45,622 Settlement of equity-based compensation ( 90 ) ( 90 ) 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 ) Dividends and accretion of redeemable preferred stock ( 29,827 ) ( 29,827 ) Equity-based compensation 80 1,457 1,537 Equity - June 30, 2023 $ 994 $ 874,729 $ ( 110,452 ) $ ( 184,727 ) $ ( 49,146 ) $ 531,398 Net loss ( 40,117 ) ( 9,932 ) ( 50,049 ) Other comprehensive income 5,493 5,493 Total comprehensive (loss) income — — ( 40,117 ) 5,493 ( 9,932 ) ( 44,556 ) Distributions to non-controlling interest ( 1,626 ) ( 1,626 ) Issuance of common shares 29 29 Dividends declared on common stock ( 3,084 ) ( 3,084 ) Dividends and accretion of redeemable preferred stock ( 15,984 ) ( 15,984 ) Equity-based compensation 6,985 ( 2,708 ) 4,277 Equity - September 30, 2023 $ 994 $ 862,675 $ ( 150,569 ) $ ( 179,234 ) $ ( 63,412 ) $ 470,454 See accompanying notes to consolidated financial statements. 9 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 141,393 ) $ ( 119,833 ) Adjustments to reconcile net loss to net cash used in operating activities: 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 Depreciation and amortization 60,176 60,577 Asset impairment — 743 Change in deferred income taxes 1,187 2,148 Change in fair value of non-hedge derivative — 1,125 Amortization of deferred financing costs 6,370 4,910 Amortization of bond discount 4,419 3,472 Provision for credit losses 569 1,661 Change in: Accounts receivable 253 ( 5,547 ) Other assets ( 5,982 ) 17,387 Accounts payable and accrued liabilities 17,676 15,130 Other liabilities 1,394 1,266 Net cash used in operating activities ( 7,223 ) ( 2,214 ) Cash flows from investing activities: Investment in unconsolidated entities ( 2,273 ) ( 6,070 ) 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 equity instruments ( 5,000 ) — Proceeds from sale of leasing equipment — 116 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 ) Cash flows from financing activities: Proceeds from debt, net 449,689 162,100 Repayment of debt ( 247,594 ) ( 75,131 ) Payment of financing costs ( 10,397 ) ( 6,472 ) Cash dividends - common stock ( 9,707 ) ( 9,254 ) Cash dividends - redeemable preferred stock ( 9,723 ) — Settlement of equity-based compensation ( 3,214 ) ( 90 ) Distributions to non-controlling interests ( 15,039 ) ( 1,647 ) Net cash provided by financing activities 154,015 69,506 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 Cash and cash equivalents and restricted cash, end of period $ 144,633 $ 77,924 Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment $ ( 6,799 ) $ ( 143 ) Dividends and accretion of redeemable preferred stock ( 41,840 ) ( 45,811 ) Non-cash change in equity method investment 28,322 120,934 Financing fees ( 16,158 ) ( 2,012 ) See accompanying notes to consolidated financial statements. 10 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021 in connection with the spin-off of the infrastructure business (“FTAI Infrastructure”) of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (“Repauno”), (iv) an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”). Additionally, we own and lease shipping containers (“Containers”) and operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”). We have five reportable segments: (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 14). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” The Company is headquartered in New York, New York. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of us and our subsidiaries. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars. Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Delaware River Partners LLC During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98 % economic interest, and a 100 % voting interest in DRP. DRP is solely reliant on us to finance its activities and therefore is a VIE. We concluded that we are the primary beneficiary; and accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated financial statements. Total 11 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. Restricted Cash — Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal. Property, Plant, and Equipment, Leasing Equipment and Depreciation — Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 2 - 5 years from date of purchase None Construction in progress N/A N/A Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Significant spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service. We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted. Capitalized Interest — The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $ 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 $ 5.4 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. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors. 12 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Other Current Assets — Other current assets is comprised of: September 30, 2024 December 31, 2023 Note receivable $ 25,759 $ 21,425 Prepaid expenses 7,708 8,930 Other receivables 3,123 5,716 Other assets 10,676 5,963 Total other current assets $ 47,266 $ 42,034 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 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. 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 September 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. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 2023, for our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. 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. Our discount rate for our 2023 goodwill impairment analysis was 10.3 % and our assumed terminal growth rate was 2.5 %. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we 13 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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 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. The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030. We use the interest method to accrete to the redemption value. Deferred Financing Costs — Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans . Unamortized deferred financing costs of $ 30.1 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. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues — Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income — Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Roadside Services Revenues — Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. Other Revenue — Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis. Payment terms for revenues are generally short term in nature . Leasing Arrangements — At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU 14 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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. ROU assets , for both operating and finance leases , are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred. Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 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. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. Allowance for Doubtful Accounts — We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging. 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 Electricity Derivatives — Our equity method investee, Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price. Cash Flow Hedges Certain of these derivative instruments are designated and qualify as cash flow hedges. Our share of the derivative's gain or loss is reported as Other comprehensive 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. Derivatives Not Designated As Hedging Instruments Certain of these derivative instruments are not designated as hedging instruments for accounting purposes. Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated 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. 15 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. Some of our entities file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the (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. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 11 for additional discussion on the pension and postretirement benefit plans. 3. LEASING EQUIPMENT, NET AND PROPERTY Leasing equipment, net is summarized as follows: September 30, 2024 December 31, 2023 Leasing equipment $ 47,600 $ 45,982 Less: Accumulated depreciation ( 11,427 ) ( 10,395 ) Leasing equipment, net $ 36,173 $ 35,587 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Depreciation expense for leasing equipment $ 364 $ 276 $ 1,040 $ 828 Sales-Type Leases In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager. The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years. We determined that the lease is a sales-type lease as the present value of the lease payments is substantially all of fair value. 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 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. 16 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: September 30, 2024 December 31, 2023 Land, site improvements and rights $ 181,600 $ 182,319 Buildings and improvements 18,810 18,769 Bridges and tunnels 176,753 176,753 Terminal machinery and equipment 1,210,510 1,215,197 Track and track related assets 105,622 103,888 Railroad equipment 9,440 8,999 Railcars and locomotives 96,847 85,162 Computer hardware and software 20,184 16,058 Furniture and fixtures 2,065 1,887 Construction in progress 112,737 76,491 Other 23,275 21,613 1,957,843 1,907,136 Less: Accumulated depreciation ( 332,937 ) ( 276,307 ) Property, plant and equipment, net $ 1,624,906 $ 1,630,829 Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Depreciation expense $ 17,528 $ 17,976 $ 53,765 $ 54,070 5. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage September 30, 2024 December 31, 2023 Intermodal Finance I, Ltd. Equity method 51.0 % $ — $ — Long Ridge Energy & Power LLC (1) Equity method 50.1 % — — Long Ridge West Virginia LLC Equity method 50.1 % 639 6,825 GM-FTAI Holdco LLC Equity method See below 42,572 55,740 Clean Planet Energy USA LLC Equity method 50.0 % 10,937 10,136 $ 54,148 $ 72,701 ________________________________________________________ (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. 17 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Intermodal Finance I, Ltd. $ 10 $ 10 $ 31 $ 44 Long Ridge Energy & Power LLC ( 4,350 ) ( 7,057 ) ( 18,172 ) 2,343 Long Ridge West Virginia LLC ( 6,124 ) — ( 6,675 ) — GM-FTAI Holdco LLC ( 3,538 ) ( 2,303 ) ( 13,168 ) ( 7,403 ) Clean Planet Energy USA LLC ( 306 ) ( 564 ) ( 1,014 ) ( 2,157 ) Total $ ( 14,308 ) $ ( 9,914 ) $ ( 38,998 ) $ ( 7,173 ) Equity Method Investments Intermodal Finance I, Ltd. In 2012, we acquired a 51 % non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49 % equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met. As of September 30, 2024, Intermodal owns a portfolio of approximately 144 shipping containers subject to multiple operating leases. Long Ridge Energy & Power LLC In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out. We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge. In addition to our equity method investment, in October 2022 we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing paid-in-kind (“PIK”) interest at a 13 % rate. During 2023, the maturity date was extended to May 1, 2032. 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. 18 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The tables below present summarized financial information for Long Ridge Energy & Power LLC: (Unaudited) September 30, 2024 December 31, 2023 Balance Sheet Assets Current assets: Cash and cash equivalents $ 3,737 $ 3,362 Restricted cash 25,268 23,691 Accounts receivable, net 4,908 5,633 Other current assets 2,436 7,357 Total current assets 36,349 40,043 Property, plant, and equipment, net 806,879 828,232 Intangible assets, net 3,895 4,180 Goodwill 86,460 86,460 Other assets 5,255 4,041 Total assets $ 938,838 $ 962,956 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 23,036 $ 49,538 Debt, net 4,450 4,450 Derivative liabilities 52,594 39,891 Other current liabilities 359 2,136 Total current liabilities 80,439 96,015 Debt, net 749,729 699,372 Derivative liabilities 283,615 360,710 Other liabilities 3,450 4,941 Total liabilities 1,117,233 1,161,038 Equity Total equity ( 178,395 ) ( 198,082 ) Total liabilities and equity $ 938,838 $ 962,956 Three Months Ended September 30, Nine Months Ended September 30, Income Statement 2024 2023 2024 2023 Revenue $ 32,472 $ 29,208 $ 90,147 $ 132,067 Expenses Operating expenses 13,074 15,232 39,800 44,011 Depreciation and amortization 10,986 12,206 35,066 38,589 Interest expense 17,933 15,832 52,403 44,997 Total expenses 41,993 43,270 127,269 127,597 Total other (expense) income 330 ( 24 ) 278 207 Net (loss) income $ ( 9,191 ) $ ( 14,086 ) $ ( 36,844 ) $ 4,677 19 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) GM-FTAI Holdco LLC In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million. GM-FTAI Holdco LLC owns a 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1 % and 50 % economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC. On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20 % interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5 % of additional interest in Class A shares of GM-FTAI Holdco LLC. As a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon. Clean Planet Energy USA LLC In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“Clean Planet” or “CPE”) with an initial investment of $ 1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil. We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares. Long Ridge West Virginia LLC In November 2023, we sold a 49.9 % interest in Long Ridge West Virginia LLC (“Long Ridge WV”), previously a wholly owned subsidiary, for $ 7.5 million in cash. Long Ridge WV is a VIE as defined in U.S. GAAP, but we are not the primary beneficiary. Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and account for this investment in accordance with the equity method. Long Ridge WV was formed to build an energy generating property in West Virginia similar to that of Long Ridge Energy & Power LLC. On the deconsolidation, no gain was recorded as all the assets consist of unproved undeveloped gas properties. We recorded our investment in the legal entity at the cost basis of $ 7.2 million as of November 17, 2023. Equity Investments E-Circuit Motors, Inc. E-Circuit Motors Inc. (“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment. On March 6, 2024, the Company invested $ 5.0 million for 166,667 shares of Series D preferred equity, as well as 166,667 warrants of common stock at $ 0.01 per share in ECM. The preferred shares are convertible to common shares at the option of the investor on a one -for-one basis. We do not exercise significant influence over the investment and will record the preferred share investment as an equity security. The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment. The warrants will be accounted for as equity securities. The value of the Series D preferred equity and warrants as of the date of investment were determined to be $ 2.5 million each, based on relative fair value. ECM is a private company with no readily determinable fair values; if additional third-party information becomes available we will adjust the value of the investments accordingly. As of September 30, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet. 20 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 6. INTANGIBLE ASSETS, NET Intangible assets, net are summarized as follows: September 30, 2024 Jefferson Terminal Railroad Total Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 35,513 ) ( 12,763 ) ( 48,276 ) Intangible assets, net $ — $ 47,237 $ 47,237 December 31, 2023 Jefferson Terminal Railroad Total Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 33,145 ) ( 9,747 ) ( 42,892 ) Intangible assets, net $ 2,368 $ 50,253 $ 52,621 Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows: 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 September 30, 2024, estimated net annual amortization of intangibles is as follows: Remainder of 2024 $ 1,000 2025 4,000 2026 4,000 2027 4,000 2028 4,000 Thereafter 30,237 Total $ 47,237 21 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 7. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date September 30, 2024 December 31, 2023 Loans payable DRP Revolver (1) (i) Base Rate + 2.75 %; or (ii) Base Rate + 3.75 % (Term Secured Overnight Financing Rate (“SOFR”)) 11/5/26 $ 44,250 $ 44,250 EB-5 Loan Agreement 5.75 % (i) 1/25/26 (ii) 3/11/2026 (iii) 11/26/27 63,800 63,800 Total loans payable 108,050 108,050 Bonds payable Series 2020 Bonds (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (i) 1/1/35 (ii) 1/1/50 143,165 263,980 Series 2021 Bonds (i) Tax Exempt Series 2021A Bonds: 1.875 % to 3.000 % (ii) Taxable Series 2021B Bonds: 4.100 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 352,685 425,000 Series 2024 Bonds (i) Tax Exempt Series 2024A Bonds: 5.000 % to 5.250 % (ii) Taxable Series 2024B Bonds: 10.000 % (i) 1/1/39 to 1/1/54 (ii) 7/1/26 382,295 — Senior Notes due 2027 (2) 10.500 % 6/1/27 579,600 575,181 Total bonds payable 1,457,745 1,264,161 Total debt 1,565,795 1,372,211 Less: Debt issuance costs ( 30,116 ) ( 31,301 ) Total debt, net $ 1,535,679 $ 1,340,910 Total debt due within one year $ — $ — ________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees. (2) 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 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. 22 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Series 2024 Bonds On June 20, 2024, certain subsidiaries within the Jefferson Terminal segment, and the Port of Beaumont Navigation District of Jefferson County, Texas, completed their previously announced offering of $ 164.4 million principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2024A Bonds”) and $ 217.9 million principal amount of Taxable Series 2024B Facility Revenue Bonds (the “Taxable Series 2024B Bonds” and, together with the Tax Exempt Series 2024A Bonds, the “Series 2024 Bonds”). Certain subsidiaries within the Jefferson Terminal segment pledged certain assets in support of the Series 2024 Bonds. The Tax Exempt Series 2024A Bonds consist of: • $ 67,570,000 principal amount of Term Bonds maturing on January 1, 2039, and bearing interest at a fixed rate of 5.000 % per annum, • $ 44,800,000 principal amount of Term Bonds maturing on January 1, 2044, and bearing interest at a fixed rate of 5.125 % per annum, and • $ 52,055,000 principal amount of Term Bonds maturing on January 1, 2054, and bearing interest at a fixed rate of 5.250 % per annum. 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 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. 8. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). 23 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth our financial assets measured at fair value on a recurring basis as of 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 September 30, 2024 September 30, 2024 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 20,295 $ 20,295 $ — $ — Market Restricted cash 124,338 124,338 — — Market Notes receivable 11,773 — 11,773 — Market Total assets $ 156,406 $ 144,633 $ 11,773 $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2023 December 31, 2023 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 29,367 $ 29,367 $ — $ — Market Restricted cash 58,112 58,112 — — Market Notes receivable 11,664 — 11,664 — Market Total assets $ 99,143 $ 87,479 $ 11,664 $ — Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy. Except as discussed below, our financial instruments other than cash and cash equivalents, restricted cash and the CarbonFree note receivable consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values due to their short maturity profiles. 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: September 30, 2024 December 31, 2023 Series 2020A Bonds (1) $ 131,274 $ 138,666 Series 2020B Bonds (1) — 75,928 Series 2021A Bonds (1) 129,118 154,306 Series 2021B Bonds (1) 179,498 165,208 Series 2024A Bonds (1) 170,154 — Series 2024B Bonds (1) 224,565 — Senior Notes due 2027 641,148 625,038 EB-5 Loan Agreement 22,885 21,240 EB-5.2 Loan Agreement 8,713 8,183 EB-5.3 Loan Agreement 23,747 22,491 ________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy. 24 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses. 9. REVENUES We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. Three Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 526 $ 787 $ — $ — $ 1,313 Rail revenues 44,255 — — — 44,255 Terminal services revenues — 18,895 3,951 — 22,846 Roadside services revenues — — — 14,897 14,897 Total revenues $ 44,781 $ 19,682 $ 3,951 $ 14,897 $ 83,311 Nine Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 1,319 $ 2,386 $ — $ — $ 3,705 Rail revenues 135,412 — — — 135,412 Terminal services revenues — 57,086 11,892 — 68,978 Roadside services revenues — — — 42,638 42,638 Total revenues $ 136,731 $ 59,472 $ 11,892 $ 42,638 $ 250,733 25 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Three Months Ended September 30, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 394 $ 343 $ — $ — $ 737 Rail revenues 41,470 — — — 41,470 Terminal services revenues — 16,267 4,087 — 20,354 Roadside services revenues — — — 18,145 18,145 Other revenue — — — — — Total revenues $ 41,864 $ 16,610 $ 4,087 $ 18,145 $ 80,706 Nine Months Ended September 30, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 1,231 $ 968 $ — $ — $ 2,199 Rail revenues 124,184 — — — 124,184 Terminal services revenues — 51,838 8,532 — 60,370 Roadside services revenues — — — 54,230 54,230 Other revenue — — ( 1,951 ) — ( 1,951 ) Total revenues $ 125,415 $ 52,806 $ 6,581 $ 54,230 $ 239,032 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. 10. 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 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 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. 26 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 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) 2024 2023 2024 2023 Restricted shares $ 103 $ 202 $ 282 $ 949 $ 558 1.1 Common units 547 362 1,127 1,072 3,677 0.8 Total $ 650 $ 564 $ 1,409 $ 2,021 $ 4,235 Restricted Stock Units to Subsidiary Employees During the year ended December 31, 2023, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $ 16.9 million, based on the closing price of FIP’s stock on the grant date, and vest over three years. These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. 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 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) 2024 2023 2024 2023 Restricted stock units $ 1,979 $ 3,713 $ 5,264 $ 3,713 $ 3,711 0.7 Total $ 1,979 $ 3,713 $ 5,264 $ 3,713 $ 3,711 11. RETIREMENT BENEFIT PLANS We established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees. Defined Benefit Pensions Our underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. Postretirement Benefits Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees. The amendment and related remeasurement resulted in a decrease of the liability by $ 28.2 million with a corresponding adjustment to accumulated other comprehensive loss. 27 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table summarizes our retirement benefit plan costs (benefits). 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 September 30, 2024 2023 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 406 $ 82 $ 348 $ 446 Interest costs 212 78 117 374 Expected return on plan assets ( 50 ) — — — Amortization of prior service costs — ( 341 ) — 34 Amortization of actuarial gains 3 ( 198 ) ( 46 ) — Total $ 571 $ ( 379 ) $ 419 $ 854 Nine Months Ended September 30, 2024 2023 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 1,153 $ 718 $ 1,044 $ 1,338 Interest costs 519 623 351 1,122 Expected return on plan assets ( 151 ) — — — Amortization of prior service costs — ( 615 ) — 102 Amortization of actuarial gains ( 3 ) ( 309 ) ( 138 ) — Total $ 1,518 $ 417 $ 1,257 $ 2,562 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. 12. INCOME TAXES The current and deferred components of the income tax provision included in the Consolidated Statements of Operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Current: Federal $ — $ — $ — $ — State and local 214 ( 30 ) 793 412 Total current provision (benefit) 214 ( 30 ) 793 412 Deferred: Federal ( 208 ) 89 3 1,229 State and local ( 98 ) ( 51 ) 1,184 919 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. federal, state and foreign corporate income tax in locations where they conduct business. A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets. Our effective tax rate differs from the U.S. federal tax rate of 21 % primarily due to state taxes and the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries. 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, 28 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 September 30, 2024. 13. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS We are externally managed by the Manager. The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years . The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee described below) and reimbursement of certain expenses. The management fee is determined by taking the average value of total equity (including redeemable preferred stock and excluding non-controlling interests) of the Company determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash. The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”). For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders during such quarter calculated in accordance with U.S. GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors. Pre-incentive allocation net income does not include any Income Incentive Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter. The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of pre-incentive fee net income of the Company, if any, that exceeds 2.2223 % for portions of such quarter. These calculations will be prorated for any periods of less than three months. The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager. The management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Consolidated Statements of Operations. These amounts are allocated on the following basis: Management fee —Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated financial statements. Income Incentive Allocation and Capital Gains Incentive Allocation —The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period. The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Management fee $ 2,807 $ 3,238 $ 8,584 $ 9,304 Income incentive fee — — — — Capital gains incentive fee — — — — Total $ 2,807 $ 3,238 $ 8,584 $ 9,304 We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit 29 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent. We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses. The following table summarizes our reimbursements to the Manager: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Classification in the Consolidated Statements of Operations: General and administrative $ 1,167 $ 1,143 $ 3,598 $ 4,077 Acquisition and transaction expenses 298 374 869 731 Total $ 1,465 $ 1,517 $ 4,467 $ 4,808 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase a number of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress. In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years 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: September 30, 2024 December 31, 2023 Accrued management fees $ 5,583 $ 6,400 Other payables 2,803 5,595 As of September 30, 2024 and December 31, 2023, there w ere no receivables from the Manager. Other Affiliate Transactions 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 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 ) 30 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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. Refer to Note 5 for additional information. The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023. 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. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. 14. SEGMENT INFORMATION 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 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. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) attributable to stockholders, 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. 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. GAAP. 31 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth certain information for each reportable segment: I. For the Three Months Ended September 30, 2024 Three Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 44,781 $ 19,682 $ 3,951 $ — $ — $ 14,897 $ 83,311 Expenses Operating expenses 24,723 17,138 6,764 1 — 14,140 62,766 General and administrative — — — — — 2,989 2,989 Acquisition and transaction expenses 95 — — 1,681 — 750 2,526 Management fees and incentive allocation to affiliate — — — — — 2,807 2,807 Depreciation and amortization 4,936 11,988 2,489 — — 79 19,492 Total expenses 29,754 29,126 9,253 1,682 — 20,765 90,580 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 10,474 ) ( 3,844 ) 10 ( 14,308 ) 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 ) Other income 819 916 — 3,594 1,206 2 6,537 Total other income (expense) 746 ( 8,691 ) ( 92 ) ( 6,880 ) ( 2,638 ) ( 18,224 ) ( 35,779 ) Income (loss) before income taxes 15,773 ( 18,135 ) ( 5,394 ) ( 8,562 ) ( 2,638 ) ( 24,092 ) ( 43,048 ) Provision for (benefit from) income taxes 1,174 ( 426 ) ( 73 ) — — ( 767 ) ( 92 ) Net income (loss) 14,599 ( 17,709 ) ( 5,321 ) ( 8,562 ) ( 2,638 ) ( 23,325 ) ( 42,956 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 71 ( 9,700 ) ( 334 ) — — — ( 9,963 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 16,978 16,978 Net income (loss) attributable to stockholders $ 14,528 $ ( 8,009 ) $ ( 4,987 ) $ ( 8,562 ) $ ( 2,638 ) $ ( 40,303 ) $ ( 49,971 ) 32 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Three Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 21,080 $ 11,764 $ ( 1,406 ) $ 11,105 $ ( 673 ) $ ( 4,942 ) $ 36,928 Add: Non-controlling share of Adjusted EBITDA 6,318 Add: Equity in losses of unconsolidated entities ( 14,308 ) Less: Interest and other costs on pension and OPEB liabilities 248 Less: Dividends and accretion of redeemable preferred stock ( 16,978 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 5,625 ) Less: Interest expense ( 31,513 ) Less: Depreciation and amortization expense ( 20,725 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments — Less: Gains on the modification or extinguishment of debt and capital lease obligations 747 Less: Acquisition and transaction expenses ( 2,526 ) Less: Equity-based compensation expense ( 2,629 ) Less: Provision for income taxes 92 Less: Other non-recurring items — Net loss attributable to stockholders $ ( 49,971 ) 33 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. For the Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 136,731 $ 59,472 $ 11,892 $ — $ — $ 42,638 $ 250,733 Expenses Operating expenses 73,266 54,245 18,533 1,023 7 41,492 188,566 General and administrative — — — — — 10,690 10,690 Acquisition and transaction expenses 432 10 — 2,079 — 1,852 4,373 Management fees and incentive allocation to affiliate — — — — — 8,584 8,584 Depreciation and amortization 14,808 36,618 7,413 — — 1,337 60,176 Total expenses 88,506 90,873 25,946 3,102 7 63,955 272,389 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 24,847 ) ( 14,182 ) 31 ( 38,998 ) (Loss) gain on sale of assets, net ( 158 ) 2,753 — — — — 2,595 Loss on modification or extinguishment of debt — ( 8,423 ) — — — — ( 8,423 ) Interest expense ( 245 ) ( 33,594 ) ( 480 ) — — ( 54,477 ) ( 88,796 ) Other income 467 4,453 — 8,787 2,156 2 15,865 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 ) Provision for (benefit from) income taxes 3,358 ( 1,592 ) ( 234 ) — — 448 1,980 Net income (loss) 44,931 ( 64,620 ) ( 14,300 ) ( 19,162 ) ( 12,033 ) ( 76,209 ) ( 141,393 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 179 ( 31,339 ) ( 893 ) — — — ( 32,053 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 51,563 51,563 Net income (loss) attributable to stockholders $ 44,752 $ ( 33,281 ) $ ( 13,407 ) $ ( 19,162 ) $ ( 12,033 ) $ ( 127,772 ) $ ( 160,903 ) 34 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Nine Months Ended September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 64,859 $ 30,893 $ ( 4,591 ) $ 30,343 $ ( 5,316 ) $ ( 17,773 ) $ 98,415 Add: Non-controlling share of Adjusted EBITDA 20,305 Add: Equity in losses of unconsolidated entities ( 38,998 ) Less: Interest and other costs on pension and OPEB liabilities ( 214 ) Less: Dividends and accretion of redeemable preferred stock ( 51,563 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 15,090 ) Less: Interest expense ( 88,796 ) Less: Depreciation and amortization expense ( 63,418 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 8,423 ) Less: Acquisition and transaction expenses ( 4,373 ) Less: Equity-based compensation expense ( 6,768 ) Less: Provision for income taxes ( 1,980 ) Less: Other non-recurring items — Net loss attributable to stockholders $ ( 160,903 ) 35 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III. For the Three Months Ended September 30, 2023 Three Months Ended September 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 41,864 $ 16,610 $ 4,087 $ — $ — $ 18,145 $ 80,706 Expenses Operating expenses 24,332 17,548 6,179 1,393 — 18,964 68,416 General and administrative — — — — — 2,485 2,485 Acquisition and transaction expenses 186 80 — — — 383 649 Management fees and incentive allocation to affiliate — — — — — 3,238 3,238 Depreciation and amortization 4,362 12,643 2,390 — — 755 20,150 Asset impairment — — — — — — — Total expenses 28,880 30,271 8,569 1,393 — 25,825 94,938 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 ( 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 ) Provision for (benefit from) income taxes 524 ( 126 ) 103 — — ( 493 ) 8 Net income (loss) 10,657 ( 21,705 ) ( 5,227 ) ( 6,301 ) ( 2,218 ) ( 25,255 ) ( 50,049 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 37 ( 9,688 ) ( 281 ) — — — ( 9,932 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 15,984 15,984 Net income (loss) attributable to stockholders $ 10,620 $ ( 12,017 ) $ ( 4,946 ) $ ( 6,301 ) $ ( 2,218 ) $ ( 41,239 ) $ ( 56,101 ) 36 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Three Months Ended September 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 17,434 $ 7,763 $ ( 959 ) $ 7,970 $ ( 1,005 ) $ ( 6,548 ) $ 24,655 Add: Non-controlling share of Adjusted EBITDA 5,410 Add: Equity in losses of unconsolidated entities ( 9,914 ) Less: Interest and other costs on pension and OPEB liabilities ( 480 ) Less: Dividends and accretion of redeemable preferred stock ( 15,984 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 5,554 ) Less: Interest expense ( 25,999 ) Less: Depreciation and amortization expense ( 20,150 ) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 2,020 ) Less: Acquisition and transaction expenses ( 649 ) Less: Equity-based compensation expense ( 4,277 ) Less: Provision for income taxes ( 8 ) Less: Other non-recurring items ( 1,131 ) Net loss attributable to stockholders $ ( 56,101 ) 37 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) IV. For the Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 125,415 $ 52,806 $ 6,581 $ — $ — $ 54,230 $ 239,032 Expenses Operating expenses 71,824 49,963 16,884 1,990 29 55,663 196,353 General and administrative — — — — — 9,388 9,388 Acquisition and transaction expenses 553 116 — 71 1 813 1,554 Management fees and incentive allocation to affiliate — — — — — 9,304 9,304 Depreciation and amortization 14,588 36,656 6,916 — — 2,417 60,577 Asset impairment 743 — — — — — 743 Total expenses 87,708 86,735 23,800 2,061 30 77,585 277,919 Other income (expense) Equity in earnings (losses) of unconsolidated entities — — — 2,343 ( 9,560 ) 44 ( 7,173 ) (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 ) Other (expense) income ( 1,616 ) ( 1,303 ) — 5,021 1,876 — 3,978 Total other (expense) income ( 5,278 ) ( 24,712 ) ( 1,845 ) 7,361 ( 7,684 ) ( 46,228 ) ( 78,386 ) Income (loss) before income taxes 32,429 ( 58,641 ) ( 19,064 ) 5,300 ( 7,714 ) ( 69,583 ) ( 117,273 ) Provision for income taxes 1,842 224 257 — — 237 2,560 Net income (loss) 30,587 ( 58,865 ) ( 19,321 ) 5,300 ( 7,714 ) ( 69,820 ) ( 119,833 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 83 ( 28,921 ) ( 1,034 ) — — ( 229 ) ( 30,101 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 45,811 45,811 Net income (loss) attributable to stockholders $ 30,504 $ ( 29,944 ) $ ( 18,287 ) $ 5,300 $ ( 7,714 ) $ ( 115,402 ) $ ( 135,543 ) 38 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Nine Months Ended September 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 54,889 $ 21,363 $ ( 7,456 ) $ 29,687 $ ( 4,163 ) $ ( 20,092 ) $ 74,228 Add: Non-controlling share of Adjusted EBITDA 15,577 Add: Equity in losses of unconsolidated entities ( 7,173 ) Less: Interest and other costs on pension and OPEB liabilities ( 1,440 ) Less: Dividends and accretion of redeemable preferred stock ( 45,811 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 20,630 ) Less: Interest expense ( 73,431 ) Less: Depreciation and amortization expense ( 60,577 ) Less: Incentive allocations — Less: Asset impairment charges ( 743 ) Less: Changes in fair value of non-hedge derivative instruments ( 1,125 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 2,020 ) Less: Acquisition and transaction expenses ( 1,554 ) Less: Equity-based compensation expense ( 5,814 ) Less: Provision for income taxes ( 2,560 ) Less: Other non-recurring items ( 2,470 ) Net loss attributable to stockholders $ ( 135,543 ) 39 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) V. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. September 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 46,629 $ 160,820 $ 2,526 $ 1 $ 27,066 $ 10,025 $ 247,067 Non-current assets 666,005 1,121,292 302,739 21,440 65,282 13,664 2,190,422 Total assets 712,634 1,282,112 305,265 21,441 92,348 23,689 2,437,489 Total debt, net — 924,756 44,250 — — 566,673 1,535,679 Current liabilities 45,551 67,919 14,828 3,257 2 42,119 173,676 Non-current liabilities 32,374 996,185 47,571 — — 567,579 1,643,709 Total liabilities 77,925 1,064,104 62,399 3,257 2 609,698 1,817,385 Redeemable preferred stock — — — — — 366,913 366,913 Non-controlling interests in equity of consolidated subsidiaries 3,982 ( 120,656 ) ( 906 ) — — — ( 117,580 ) Total equity 634,709 218,008 242,866 18,184 92,346 ( 952,922 ) 253,191 Total liabilities, redeemable preferred stock and equity $ 712,634 $ 1,282,112 $ 305,265 $ 21,441 $ 92,348 $ 23,689 $ 2,437,489 December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 58,114 $ 88,542 $ 9,267 $ 2 $ 22,405 $ 7,173 $ 185,503 Non-current assets 667,501 1,137,510 295,685 6,825 77,540 9,045 2,194,106 Total assets 725,615 1,226,052 304,952 6,827 99,945 16,218 2,379,609 Total debt, net — 737,335 44,250 — — 559,325 1,340,910 Current liabilities 54,150 65,052 4,912 828 — 25,695 150,637 Non-current liabilities 55,975 797,854 47,816 29,310 — 559,926 1,490,881 Total liabilities 110,125 862,906 52,728 30,138 — 585,621 1,641,518 Redeemable preferred stock — — — — — 325,232 325,232 Non-controlling interests in equity of consolidated subsidiaries 2,861 ( 74,278 ) ( 13 ) — — — ( 71,430 ) Total equity 615,490 363,146 252,224 ( 23,311 ) 99,945 ( 894,635 ) 412,859 Total liabilities, redeemable preferred stock and equity $ 725,615 $ 1,226,052 $ 304,952 $ 6,827 $ 99,945 $ 16,218 $ 2,379,609 40 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 15. REDEEMABLE PREFERRED STOCK On August 1, 2022, the Company issued and sold 300,000 shares of Redeemable Preferred Stock at a price of $ 1,000 per share and $ 0.01 par value. The shares were issued at a 3 % discount for net proceeds of $ 291.0 million. The Company also issued two classes of warrants to the preferred stockholders. The fair value of the Redeemable Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively . The Company incurred $ 16.4 million of issuance costs related to the Redeemable Preferred Stock and warrants. Additionally, the Company issued options to the Manager with a total fair value of $ 18.1 million (see Note 13). The Redeemable Preferred Stock has the following rights, preferences and restrictions: Voting Each holder of the Redeemable Preferred Stock will have one vote per share on any matter on which holders of the Redeemable Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Redeemable Preferred Stock do not otherwise have any voting rights. Liquidation Preference The Redeemable Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Redeemable Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”). Dividends Dividends on the Redeemable Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Redeemable Preferred Stock. Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Redeemable Preferred Stock, where the dividend is not paid in cash. Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Redeemable Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion. After the second anniversary of the issuance date, we are required to pay such dividends in cash. Failure to pay such dividends will result in a dividend rate equal to 18.0 % per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance. The dividend rate on the Redeemable Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock. As of 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 $ 1.7 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. Redemption Mandatory Redemption : The Redeemable Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Optional Redemption: The Redeemable Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company. If the Redeemable Preferred Stock were redeemed as of 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 41 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. 16. EARNINGS PER SHARE AND EQUITY Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders by the weighted average number of common stock outstanding, plus any participating securities. Diluted LPS is calculated by dividing net loss attributable to stockholders by the weighted average number of common stock outstanding, plus any participating securities and potentially dilutive securities. Potentially dilutive securities are calculated using the treasury stock method. The calculation of basic and diluted LPS is presented below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2024 2023 2024 2023 Net loss $ ( 42,956 ) $ ( 50,049 ) $ ( 141,393 ) $ ( 119,833 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 9,963 ) ( 9,932 ) ( 32,053 ) ( 30,101 ) Less: Dividends and accretion of redeemable preferred stock 16,978 15,984 51,563 45,811 Net loss attributable to stockholders $ ( 49,971 ) $ ( 56,101 ) $ ( 160,903 ) $ ( 135,543 ) Weighted Average Common Stock Outstanding - Basic (1) 109,723,831 102,820,651 106,317,677 102,800,818 Weighted Average Common Stock Outstanding - Diluted (1) 109,723,831 102,820,651 106,317,677 102,800,818 Loss per share: Basic $ ( 0.45 ) $ ( 0.55 ) $ ( 1.51 ) $ ( 1.32 ) Diluted (2) $ ( 0.45 ) $ ( 0.55 ) $ ( 1.51 ) $ ( 1.32 ) ________________________________________________________ (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 nine months ended September 30, 2024 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2023 6,685,132 $ 4.93 Issued — — Expired — — Exercised 3,342,566 0.01 Outstanding as of September 30, 2024 (1) 3,342,566 $ 9.85 Warrants exercisable as of September 30, 2024 (1) 3,342,566 $ 9.85 ________________________________________________________ (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. 42 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 17. COMMITMENTS AND CONTINGENCIES In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of 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 the year ended December 31, 2022. 18. SUBSEQUENT EVENTS 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. Dividends 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. 43