What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-16 compared with 2024-10-31 · 179 added, 238 removed, 364 unchanged (53% of the section changed)

12 unchanged sentences

Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels.

Through an equity method investment, our Power and Gas business develops and operates facilities, such as a 485 megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value.

Our Power and Gas business develops and operates facilities, such as a 485 megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value.

Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint.

2 unchanged sentences

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

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

As of March 31, 2025, we had total consolidated assets of $4.1 billion and redeemable preferred stock and equity of $0.9 billion.

Operating Segments

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

All segment data and related disclosures for earlier periods 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.

4 unchanged sentences

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 Power and Gas segment is comprised of 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.

14 unchanged sentences

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

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

Comparison of the three months ended March 31, 2025 and 2024

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

3 unchanged sentences

Roadside services revenues 12,976 13,528 (552)

Power revenues 15,780 — 15,780

Gas revenues 1,188 — 1,188

Other revenue 1 1 —

7 unchanged sentences

Total expenses 104,602 93,884 10,718

Other (expense) income

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

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 6,689 (11,902) 18,591

Gain (loss) on sale of assets, net 119,828 (13) 119,841

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

Loss on modification or extinguishment of debt (7) — (7)

Interest expense (43,112) (27,593) (15,519)

Other income 3,693 2,365 1,328

Total other expense (35,779) (35,809) 30 (117,757) (78,386) (39,371)

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

Total other income (expense) 87,091 (37,143) 124,234

Income (loss) from before income taxes 78,650 (48,492) 127,142

(Benefit from) provision for income taxes (41,514) 1,805 (43,319)

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

Net income (loss) 120,164 (50,297) 170,461

Net loss attributable to non-controlling interest in consolidated subsidiaries (11,401) (10,690) (711)

Dividends and accretion of redeemable preferred stock 21,841 16,975 4,866

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

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net income (loss) attributable to stockholders $ 109,724 $ (56,582) $ 166,306

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

Three Months Ended March 31, Change

(in thousands) 2025 2024

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

Net income (loss) attributable to stockholders $ 109,724 $ (56,582) $ 166,306

(Benefit from) provision for income taxes (41,514) 1,805 (43,319)

1 unchanged sentence

Acquisition and transaction expenses 3,515 926 2,589

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

Losses on the modification or extinguishment of debt and capital lease obligations 7 — 7

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

10 unchanged sentences

1,035 — 1,035

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

Equity in (earnings) losses of unconsolidated entities (6,689) 11,902 (18,591)

Non-controlling share of Adjusted EBITDA (4)

2 unchanged sentences

________________________________________________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) depreciation and amortization expense of $25,012 and $20,521, (ii) capitalized contract costs amortization of $1,233 and $576 and (iii) amortization of other comprehensive income of $(1,588) and $—, respectively.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) net income (loss) of $6,578 and $(11,942), (ii) interest expense of $7,648 and $10,893, (iii) depreciation and amortization expense of $2,884 and $5,130, (iv) acquisition and transaction expenses of $201 and $19, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $2,053, (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $87, (viii) equity method basis adjustments of $10 and $16 and (ix) other non-recurring items of $1 and $—, respectively.

(3) Includes the following items for the three months ended March 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(4) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $138 and $431, (ii) provision for (benefit from) income taxes of $104 and $(134), (iii) interest expense of $3,940 and $2,189, (iv) depreciation and amortization expense of $3,069 and $3,194, (v) acquisition and transaction expenses of $1 and $—, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $2, (vii) asset impairment charges of $19 and $—, (viii) losses on the modification or extinguishment of debt of $2 and $— and (ix) other non-recurring items of $61 and $—, respectively.

Comparison of the three months ended March 31, 2025 and 2024

Total revenues increased $13.6 million due to higher revenues of $17.3 million in the Power and Gas segment and $0.8 million in the Jefferson Terminal segment, offset by lower revenues of $3.7 million in the Railroad segment, $0.3 million in the Repauno segment and $0.6 million in the Corporate and Other segment.

Roadside services revenue decreased $0.6 million due to the decline of roadside services for FYX.

Terminal services revenues increased $0.8 million primarily due an increase in average crude oil throughput volumes in the Jefferson Terminal segment.

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

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

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

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

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

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

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

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

Operating expenses decreased $5.7 million which primarily reflects:

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

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

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

Rail revenues decreased $3.7 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Power revenues increased $15.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $1.2 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Comparison of the three months ended March 31, 2025 and 2024

Total expenses increased $10.7 million, primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Operating expenses increased $2.5 million which primarily reflects:

• an increase of $5.6 million primarily related to increased Ohio Gasco LLC drilling expenses as well as increased legal expenses in the Power and Gas Segmen t ;

• an increase of $0.5 million in the Repauno segment due to costs associated with labor costs and professional fees related to the continued development of the site;

partially offset by

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

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

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

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

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

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

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

Operating expenses decreased $7.8 million which primarily reflects:

• a decrease of $0.7 million due to decreased roadside services at FYX;

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

partially offset by

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

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

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

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

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

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

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

Other expense

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

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

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

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

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

partially offset by

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

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

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

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

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

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

• a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter in the Jefferson Terminal segment;

• a decrease of $1.9 million in the Railroad segment mainly due to decreased carloads.

Acquisition and transaction expenses increased $2.6 million primarily due to legal fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Depreciation and amortization increased $4.5 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025.

Asset impairment increased $1.4 million primarily due to the write-off of the remaining GM-FTAI note receivable in the Sustainability and Energy Transition segment.

Other income (expense)

Total other income increased $124.2 million primarily due to:

• an increase of $18.6 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC before the acquisition in February 2025;

• a gain on sale of assets of $119.8 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025;

• an increase of $1.3 million in other income due to favorable adjustments in the pension and OPEB benefits in the Railroad segment, and an increase due to the interest on the Series 2024 Bond funds at the Jefferson Terminal segment;

partially offset by

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

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

• an increase in interest expense of $15.5 million primarily due to an increase in the average outstanding debt of approximately $1.0 billion which consists of (i) $6.1 million for the Senior Notes due 2027, (ii) $10.0 million for the DRP Credit Agreement, (iii) $234.7 million for the Series 2024 Bonds and (iv) $756.8 million for Long Ridge Energy & Power LLC debt.

(Benefit from) provision for income taxes

Benefit from income taxes increased $43.3 million primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Net income (loss)

Net income increased $170.5 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $12.3 million and $24.2 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $128.0 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Railroad Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

5 unchanged sentences

Depreciation and amortization 5,086 5,012 74

Asset impairment — — — — 743 (743)

Total expenses 28,118 30,038 (1,920)

Other income (expense)

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

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

Other (expense) income

Loss on sale of assets, net (124) (13) (111)

Interest expense (139) (69) (70)

7 unchanged sentences

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

13 unchanged sentences

Other non-recurring items

— — — — 1,339 (1,339)

Equity in earnings of unconsolidated entities — — —

1 unchanged sentence

(38) (25) (13)

Adjusted EBITDA $ 21,080 $ 17,434 $ 3,646 $ 64,859 $ 54,889 $ 9,970

Adjusted EBITDA (Non-GAAP) $ 19,924 $ 21,658 $ (1,734)

________________________________________________________

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

Railroad severance expense of $1,339, respectively.

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

(i) equity-based compensation of $3 and $1, (ii) provision for income taxes of $6 and $3, (iii) depreciation and amortization expense of $22 and $13, (iv) acquisition and transaction expense of $— and $1 and (v) interest and other costs on pension and OPEB liabilities of $(1) and $1, respectively.

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

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

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

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

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

Other income (expense)

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $2 and $1, (ii) provision for income taxes of $5 and $4, (iii) interest expense of $1 and $—, (iv) depreciation and amortization expense of $31 and $18, (v) acquisition and transaction expenses of $1 and $— and (vi) interest and other costs on pension and OPEB liabilities of $(2) and $2, respectively.

Total revenues decreased $3.7 million during the three months ended March 31, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Total expenses decreased $1.9 million during the three months ended March 31, 2025, which primarily reflects a decrease in operating expenses of $1.9 million mainly due to decreased carloads.

Other (expense) income

Total other income increased $0.8 million during the three months ended March 31, 2025, which primarily reflects an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $3.6 million and $10.0 million during the three and nine months ended September 30, 2024, respectively, primarily due to the activity noted above.

Adjusted EBITDA decreased $1.7 million during the three months ended March 31, 2025, primarily due to the activity noted above.

Jefferson Terminal Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

6 unchanged sentences

Total expenses 29,333 31,464 (2,131)

Other income (expense)

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

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

Other (expense) income

Loss on modification or extinguishment of debt (7) — (7)

Interest expense (16,624) (9,297) (7,327)

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

Other income 726 6 720

Total other expense (15,905) (9,291) (6,614)

Loss before income taxes (25,789) (22,139) (3,650)

(Benefit from) provision for income taxes (426) (126) (300) (1,592) 224 (1,816)

Provision for (benefit from) income taxes 423 (554) 977

Net loss (26,212) (21,585) (4,627)

1 unchanged sentence

Net loss attributable to stockholders $ (15,128) $ (11,120) $ (4,008)

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

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

Three Months Ended March 31, Change

(in thousands) 2025 2024

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

(Benefit from) provision for income taxes (426) (126) (300) (1,592) 224 (1,816)

Net loss attributable to stockholders $ (15,128) $ (11,120) $ (4,008)

Provision for (benefit from) income taxes 423 (554) 977

Equity-based compensation expense 508 1,759 (1,251)

Acquisition and transaction expenses (1) 2 (3)

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

Losses on the modification or extinguishment of debt and capital lease obligations 7 — 7

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

8 unchanged sentences

Other non-recurring items

— 1,131 (1,131) — 1,131 (1,131)

Equity in earnings of unconsolidated entities — — —

3 unchanged sentences

________________________________________________________

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

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

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) depreciation and amortization expense of $11,240 and $12,330 and (ii) capitalized contract costs amortization of $1,233 and $576, respectively.

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

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

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

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

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

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

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

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

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $118 and $412, (ii) provision for (benefit from) income taxes of $98 and $(130), (iii) interest expense of $3,849 and $2,180, (iv) depreciation and amortization expense of $2,889 and $3,027 and (v) losses on the modification or extinguishment of debt of $2 and $—, respectively.

Total revenues increased $0.8 million during the three months ended March 31, 2025 due to an increase in average crude oil throughput volumes.

Total expenses decreased $2.1 million during the three months ended March 31, 2025 which primarily reflects:

• a decrease in operating expenses of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter;

• a decrease in depreciation and amortization of $1.1 million due to certain assets becoming fully depreciated.

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

Other expense

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

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

Other (expense) income

Total other expense increased $6.6 million during the three months ended March 31, 2025, which primarily reflects an increase in interest expense of $7.3 million related to additional borrowings issued in June 2024, partially offset by an increase in other income of $0.7 million from the interest on the Series 2024 Bond funds.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITD A increased $4.0 million and $9.5 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $1.1 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Repauno Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

3 unchanged sentences

Operating expenses 6,666 6,171 495

Acquisition and transaction expenses 316 — 316

Depreciation and amortization 2,496 2,444 52

4 unchanged sentences

Loss before income taxes (7,185) (4,682) (2,503)

(Benefit from) provision for income taxes (73) 103 (176) (234) 257 (491)

Provision for (benefit from) income taxes 12 (136) 148

Net loss (7,197) (4,546) (2,651)

2 unchanged sentences

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

Net loss attributable to stockholders $ (6,793) $ (4,260) $ (2,533)

(Benefit from) provision for income taxes (73) 103 (176) (234) 257 (491)

Provision for (benefit from) income taxes 12 (136) 148

Equity-based compensation expense 302 291 11

10 unchanged sentences

Other non-recurring items (1)

1,035 — 1,035

Equity in earnings of unconsolidated entities — — —

3 unchanged sentences

________________________________________________________

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

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

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

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

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

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

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

(1) Includes the following items for the three months ended March 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $18 and $18, (ii) provision for (benefit from) income taxes of $1 and $(8), (iii) interest expense of $90 and $9, (iv) depreciation and amortization expense of $149 and $149, (v) asset impairment charges of $19 and $— and (vi) other non-recurring items of $61 and $—, respectively.

Total revenue decreased $0.3 million during the three months ended March 31, 2025 primarily due to slightly lower volumes stemming from the terminal’s butane throughput contract.

Total expenses increased $0.9 million during the three months ended March 31, 2025 which primarily reflects higher operating expenses due to costs associated with labor costs and professional fees related to the continued development of the site, an increase in depreciation expense due to assets being placed into service, and an increase in acquisition and transaction costs related to a potential financing.

Other expense

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

Total other expense increased $1.4 million during the three months ended March 31, 2025, which reflects a reduction in the amount of allowable capitalized interest.

Adjusted EBITDA (Non-GAAP)

Adjusted EBIT DA decreased $0.4 million and increased $2.9 million d uring the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $0.2 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Power and Gas Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

Other revenue $ — $ — $ — $ — $ — $ —

Terminal services revenues $ 326 $ — $ 326

Power revenues 15,780 — 15,780

Gas revenues 1,188 — 1,188

Total revenues 17,294 — 17,294

1 unchanged sentence

Acquisition and transaction expenses 1,069 — 1,069

Depreciation and amortization 6,090 — 6,090

Total expenses 13,470 692 12,778

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (10,474) (7,057) (3,417) (24,847) 2,343 (27,190)

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 10,588 (7,037) 17,625

Gain on sale of assets, net 119,952 — 119,952

Interest expense (9,017) — (9,017)

Other income 2,240 2,302 (62)

Total other (expense) income (6,880) (4,908) (1,972) (16,060) 7,361 (23,421)

Net (loss) income attributable to stockholders $ (8,562) $ (6,301) $ (2,261) $ (19,162) $ 5,300 $ (24,462)

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Total other income (expense) 123,763 (4,735) 128,498

Income (loss) before income taxes 127,587 (5,427) 133,014

Benefit from income taxes (42,457) — (42,457)

Net income (loss) attributable to stockholders $ 170,044 $ (5,427) $ 175,471

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

Three Months Ended March 31, Change

(in thousands) 2025 2024

Net (loss) income attributable to stockholders $ (8,562) $ (6,301) $ (2,261) $ (19,162) $ 5,300 $ (24,462)

Provision for income taxes — — — — — —

Net income (loss) attributable to stockholders $ 170,044 $ (5,427) $ 175,471

Benefit from income taxes (42,457) — (42,457)

Equity-based compensation expense — — —

5 unchanged sentences

Depreciation and amortization expense (1)

4,502 — 4,502

Interest expense 9,017 — 9,017

4 unchanged sentences

Other non-recurring items — — —

Equity in losses (earnings) of unconsolidated entities 10,474 7,057 3,417 24,847 (2,343) 27,190

Equity in (earnings) losses of unconsolidated entities (10,588) 7,037 (17,625)

Non-controlling share of Adjusted EBITDA — — —

1 unchanged sentence

________________________________________________________

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

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

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

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

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

Other (expense) income

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

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

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

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

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) depreciation and amortization expense of $6,090 and $— and (ii) amortization of other comprehensive income of $(1,588) and $—, respectively.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) net income (loss) of $10,576 and $(7,053), (ii) interest expense of $6,352 and $9,210, (iii) depreciation and amortization expense of $2,185 and $4,449, (iv) acquisition and transaction expenses of $201 and $19, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $2,053, (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $87, (viii) equity method basis adjustments of $10 and $16 and (ix) other non-recurring items of $1 and $—, respectively.

Total revenues increased $17.3 million during the three months ended March 31, 2025, primarily due to a $15.8 million increase in power plant revenue as well as a $1.2 million increase in gas revenues as a result of the acquisition of 100% of Long Ridge during the quarter.

Total expenses increased $12.8 million during the three months ended March 31, 2025, which reflects:

• an increase in operating expenses of $5.6 million primarily related to increased Ohio Gasco LLC drilling expenses as well as increased legal expenses;

• an increase in acquisition and transaction expenses of $1.1 million due to legal fees relating to the acquisition of 100% of Long Ridge;

• an increase in depreciation and amortization expense of $6.1 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during the quarter.

Other income (expense)

Total other income increased $128.5 million during the three months ended March 31, 2025 which reflects:

• an increase in equity in earnings of unconsolidated entities of $17.6 million, primarily due to the equity pickup of Long Ridge Energy & Power LLC before the acquisition;

• an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge during the quarter;

partially offset by

• an increase in other income of $3.8 million due to interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC.

• an increase in interest expense of $9.0 million related to interest expense on the Long Ridge debt that is now consolidated.

Benefit from income taxes

Benefit from income taxes increased $42.5 million primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $3.1 million and $0.7 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $127.7 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Sustainability and Energy Transition Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

1 unchanged sentence

Total revenues — — —

Operating expenses — — — 7 29 (22)

Acquisition and transaction expenses — — — — 1 (1)

Asset impairment 1,375 — 1,375

Total expenses 1,375 — 1,375

5 unchanged sentences

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

18 unchanged sentences

________________________________________________________

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

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

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) net loss of $(3,948) and $(4,874), (ii) interest expense of $1,284 and $1,674 and (iii) depreciation and amortization expense of $699 and $681, respectively .

Other expense

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

Total expenses increased $1.4 million due to the write-off of the remaining GM-FTAI note receivable.

Other (expense) income

Total other expense decreased $0.6 million during the three months ended March 31, 2025, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $0.3 million and decreased $1.2 million during the three and nine months ended September 30, 2024, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $0.2 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Corporate and Other

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

9 unchanged sentences

Equity in earnings of unconsolidated entities 50 9 41

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

Interest expense (15,814) (18,081) 2,267

Other income 2 — 2 2 — 2

Total other expense (15,764) (18,072) 2,308

2 unchanged sentences

Net loss (25,312) (29,022) 3,710

Net loss attributable to non-controlling interest in consolidated subsidiaries — — — — (229) 229

Dividends and accretion of redeemable preferred stock 21,841 16,975 4,866

1 unchanged sentence

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

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2025 2024

16 unchanged sentences

Non-controlling share of Adjusted EBITDA — — —

— — — — (260) 260

Adjusted EBITDA (Non-GAAP) $ (7,667) $ (8,078) $ 411

________________________________________________________

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

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

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

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) net loss of $(50) and $(15) and (ii) interest expense of $12 and $9, respectively.

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

(i) depreciation and amortization expense of $260.

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

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

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

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

partially offset by

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

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

Total revenues decreased $0.6 million during the three months ended March 31, 2025, primarily due to a decrease in roadside services at FYX.

Total expenses decreased $0.2 million during the three months ended March 31, 2025 which primarily reflects:

• a decrease in operating expenses of $0.7 million due to a decrease in roadside services at FYX;

1 unchanged sentence

partially offset by

• an increase in general and administrative expenses of $1.3 million primarily due to higher professional fees;

• an increase in acquisition and transaction expenses of $1.0 million associated with professional fees for a potential acquisition.

Other expense

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

• an increase in acquisition and transaction expenses of $1.3 million primarily due to higher professional fees.

Other income (expense)

Total other expense decreased $2.3 million during the three months ended March 31, 2025, which primarily reflects an increase in capitalized interest.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $0.4 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Liquidity and Capital Resources

2 unchanged sentences

This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.

As disclosed in Note 20, subsequent to March 31, 2025, the Company has (i) executed its Series 2025 Bonds at its Repauno segment in an aggregate principal amount of approximately $300.0 million that will be due on January 1, 2035 and January 1, 2045, (ii) executed a binding loan commitment for $106.0 million at its Repauno segment that will be due in 18 months from initial funding and (iii) executed a loan agreement for $40.0 million at its Power and Gas segment that will be due June 7, 2026.

Management has approved a plan to accrue paid-in-kind dividends on the Series A Preferred Stock which would preclude the payment of future dividends on common stock, excluding the current common dividend that our board of directors declared on

May 6, 2025 that will be paid on May 27, 2025 (see Note 20).

Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.

Management will continue to evaluate its liquidity and financial position and update future plans accordingly.

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

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

• Cash used for the purpose of making investments was $164.2 million and $18.9 million during the three months ended March 31, 2025 and 2024, respectively.

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

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

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of September 30, 2024, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales and an easement.

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

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

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

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

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

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

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

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of March 31, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings.

• Cash flows used in operating activities were $85.7 million and $3.9 million during the three months ended March 31, 2025 and 2024, respectively.

• During the three months ended March 31, 2025, additional borrowings were obtained in connection with the March 2025 Repauno Credit Agreement of $30.0 million.

Additionally, during the three months ended March 31, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details).

During the three months ended March 31, 2024, no additional borrowings were obtained and we did not make any principal repayments of debt.

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

4 unchanged sentences

Historical Cash Flow

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

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

Nine Months Ended September 30,

Comparison of the three months ended March 31, 2025 and 2024

The following table compares the historical cash flow for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(in thousands) 2025 2024

1 unchanged sentence

Net cash used in operating activities $ (85,651) $ (3,883)

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

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

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

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

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

Net cash provided by (used in) investing activities 164,299 (18,846)

Net cash used in financing activities (2,537) (454)

Net cash used in operating activities increased $81.8 million, which primarily reflects certain adjustments to reconcile net income (loss) to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $18.6 million, (ii) changes in working capital of $75.1 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million and (iv) changes in deferred income taxes of $43.2 million, partially offset by (i) an increase in net income of $170.5 million and (ii) an increase in depreciation and amortization of $4.5 million.

Net cash provided by investing activities increased $183.1 million, primarily due to (i) an increase in the acquisition of business of $226.6 million, (ii) an increase in proceeds from investor loan of $11.0 million and (iii) a decrease in the investment of equity instruments of $5.0 million, partially offset by (i) an increase in the acquisition of property, plant and equipment of $53.1 million and (ii) an increase in the investment in unconsolidated entities of $6.3 million.

Net cash used in financing activities increased $2.1 million, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $25.5 million, (ii) an increase in the payment of cash dividends on common stock of $3.4 million, (iii) an increase in redeemable preferred stock issuance costs of $0.0 million and (iv) an increase in payment of financing costs of $1.0 million, partially offset by (i) an increase in proceeds from debt of $28.2 million.

Debt Obligations

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

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

Debt Obligations — As of March 31, 2025, we had outstanding principal and interest payment obligations of $2.8 billion and $1.2 billion, respectively, of which, there are $94.6 million of principal payments due and $189.5 million of interest payments due within the next twelve months.

See Note 8 to the consolidated financial statements for additional information about our debt obligations.

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

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

Unrestricted subsidiaries of FTAI Infrastructure Inc., including Long Ridge Energy & Power LLC, do not guarantee nor are they subject to the restrictive covenants of the agreements governing the indebtedness of FTAI Infrastructure Inc.

As of March 31, 2025, the assets of these unrestricted subsidiaries accounted for approximately 43% of our total assets.

Lease Obligations —As of March 31, 2025, we had outstanding operating and finance lease obligations of $171.8 million, of which $8.8 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $90.1 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for nine months.

See Note 17 for additional information related to our preferred stock obligations.

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

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

We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations.

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

Additionally, we review the carrying value of goodwill

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

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

The determination of fair value involves significant management judgment.

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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.

This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, 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.

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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 had an estimated fair value that exceeded its carrying value by more than 10% as of October 1, 2024.

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.

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Our discount rate for our 2024 goodwill impairment analysis was 9.5% 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.

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.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis