FTAI Infrastructure Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”). Our MD&A should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes, and with Part II, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Overview We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. 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. 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. We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of June 30, 2025, we had total consolidated assets of $4.4 billion and redeemable preferred stock and equity of $0.8 billion. Operating Segments 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. 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 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 operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment. As the chief operating decision maker (“CODM”) focuses on Transtar, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results. Due to the immateriality of the results of KRS, we will apply this change prospectively. Our Manager 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. 51 Results of Operations Adjusted EBITDA (Non-GAAP) The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance. 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. 52 Comparison of the three and six months ended June 30, 2025 and 2024 The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 1,246 $ 1,184 $ 62 $ 2,583 $ 2,392 $ 191 Rail revenues 42,292 45,256 (2,964) 84,466 91,157 (6,691) Terminal services revenues 24,284 24,234 50 46,989 46,132 857 Roadside services revenues 13,217 14,213 (996) 26,193 27,741 (1,548) Power revenues 38,010 — 38,010 53,790 — 53,790 Gas revenues 2,958 — 2,958 4,146 — 4,146 Other revenue 279 — 279 280 — 280 Total revenues 122,286 84,887 37,399 218,447 167,422 51,025 Expenses Operating expenses 74,435 61,225 13,210 141,480 125,800 15,680 General and administrative 3,862 2,840 1,022 8,975 7,701 1,274 Acquisition and transaction expenses 8,704 921 7,783 12,219 1,847 10,372 Management fees and incentive allocation to affiliate 3,680 2,776 904 6,222 5,777 445 Depreciation and amortization 33,998 20,163 13,835 59,010 40,684 18,326 Asset impairment 4,401 — 4,401 4,401 — 4,401 Total expenses 129,080 87,925 41,155 232,307 181,809 50,498 Other (expense) income Equity in (losses) earnings of unconsolidated entities (1,995) (12,788) 10,793 3,319 (24,690) 28,009 (Loss) gain on sale of assets, net — (150) 150 119,828 (163) 119,991 Loss on modification or extinguishment of debt (4,066) (9,170) 5,104 (4,073) (9,170) 5,097 Interest expense (59,204) (29,690) (29,514) (102,316) (57,283) (45,033) Other income 3,052 6,963 (3,911) 6,745 9,328 (2,583) Total other (expense) income (62,213) (44,835) (17,378) 23,503 (81,978) 105,481 Income (loss) from before income taxes (69,007) (47,873) (21,134) 9,643 (96,365) 106,008 Provision for (benefit from) income taxes 952 267 685 (40,562) 2,072 (42,634) Net (loss) income (69,959) (48,140) (21,819) 50,205 (98,437) 148,642 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (11,100) (11,400) 300 (22,501) (22,090) (411) Less: Dividends and accretion of redeemable preferred stock 20,957 17,610 3,347 42,798 34,585 8,213 Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840 53 The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840 Add: Provision for (benefit from) income taxes 952 267 685 (40,562) 2,072 (42,634) Add: Equity-based compensation expense 910 1,799 (889) 2,163 4,139 (1,976) Add: Acquisition and transaction expenses 8,704 921 7,783 12,219 1,847 10,372 Add: Losses on the modification or extinguishment of debt and capital lease obligations 4,066 9,170 (5,104) 4,073 9,170 (5,097) Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges 4,401 — 4,401 4,401 — 4,401 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 32,086 21,596 10,490 56,743 42,693 14,050 Add: Interest expense 59,204 29,690 29,514 102,316 57,283 45,033 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) (100) 3,208 (3,308) 4,400 9,465 (5,065) Add: Dividends and accretion of redeemable preferred stock 20,957 17,610 3,347 42,798 34,585 8,213 Add: Interest and other costs on pension and OPEB liabilities (264) (138) (126) (529) 462 (991) Add: Other non-recurring items (3) 298 — 298 1,333 — 1,333 Less: Equity in losses (earnings) of unconsolidated entities 1,995 12,788 (10,793) (3,319) 24,690 (28,009) Less: Non-controlling share of Adjusted EBITDA (4) (7,477) (8,305) 828 (14,809) (13,987) (822) Adjusted EBITDA (Non-GAAP) $ 45,916 $ 34,256 $ 11,660 $ 201,135 $ 61,487 $ 139,648 ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $33,998 and $20,163, (ii) capitalized contract costs amortization of $1,232 and $1,433 and (iii) amortization of other comprehensive income of $(3,144) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $59,010 and $40,684, (ii) capitalized contract costs amortization of $2,465 and $2,009 and (iii) amortization of other comprehensive income of $(4,732) and $—, respectively. (2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) net loss of $(100) and $(12,838), (ii) interest expense of $— and $11,182, (iii) depreciation and amortization expense of $— and $8,050, (iv) acquisition and transaction expenses of $— and $31, (v) changes in fair value of non-hedge derivative instruments of $— and $(3,875), (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $163, (viii) equity method basis adjustments of $— and $16 and (ix) other non-recurring items of $— and $478, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) net income (loss) of $6,478 and $(24,780), (ii) interest expense of $7,648 and $22,075, (iii) depreciation and amortization expense of $2,884 and $13,180, (iv) acquisition and transaction expenses of $201 and $50, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,822), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $250, (viii) equity method basis adjustments of $10 and $32 and (ix) other non-recurring items of $1 and $478, respectively. (3) Includes the following items for the three months ended June 30, 2025: Railroad severance expense of $298 . Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298. (4) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $86 and $268, (ii) provision for (benefit from) income taxes of $84 and $(142), (iii) interest expense of $3,706 and $2,639, (iv) depreciation and amortization expense of $3,071 and $3,387, (v) acquisition and transaction expenses of $165 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $8 and $—, (viii) losses on the modification or extinguishment of debt of $356 and $2,150 and (ix) other non-recurring items of $2 and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $224 and $699, (ii) provision for (benefit from) income taxes of $188 and $(276), (iii) interest expense of $7,646 and $4,828, (iv) depreciation and amortization expense of $6,140 and $6,581, (v) acquisition and transaction expenses of $166 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $—, (viii) losses on the modification or extinguishment of debt of $358 and $2,150 and (ix) other non-recurring items of $63 and $—, respectively. Revenue Comparison of the three months ended June 30, 2025 and 2024 Total revenues increased $37.4 million due to higher revenues of $41.8 million in the Power and Gas segment and $0.5 million in the Jefferson Terminal segment, offset by lower revenues of $3.5 million in the Railroad segment, $0.9 million in the Repauno segment and $0.5 million in the Corporate and Other segment. 54 Roadside services revenue decreased $1.0 million due to the decline of roadside services for FYX. Rail revenues decreased $3.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment. Power revenues increased $38.0 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $3.0 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Comparison of the six months ended June 30, 2025 and 2024 Total revenues increased $51.0 million due to higher revenues of $59.1 million in the Power and Gas segment and $1.3 million in the Jefferson Terminal segment, offset by lower revenues of $7.2 million in the Railroad segment, $1.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment. Roadside services revenue decreased $1.5 million due to the decline of roadside services for FYX. Terminal services revenues increased $0.9 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment. Rail revenues decreased $6.7 million primarily due to a decrease in both carloads and rates per car in the Railroad segment. Power revenues increased $53.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $4.1 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Expenses Comparison of the three months ended June 30, 2025 and 2024 Total expenses increased $41.2 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 $13.2 million which primarily reflects: • an increase of $15.7 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segmen t ; partially offset by • a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment; and • a decrease of $1.6 million in the Railroad segment mainly due to decreased carloads. Acquisition and transaction expenses increased $7.8 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other. Depreciation and amortization increased $13.8 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated. Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment. Comparison of the six months ended June 30, 2025 and 2024 Total expenses increased $50.5 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 $15.7 million which primarily reflects: • an increase of $21.3 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segmen t ; partially offset by • a decrease of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment; and • a decrease of $3.5 million in the Railroad segment mainly due to decreased carloads. 55 Acquisition and transaction expenses increased $10.4 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other. Depreciation and amortization increased $18.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated. Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment. Other (expense) income Total other expense increased $17.4 million during the three months ended June 30, 2025 primarily due to: • a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; and • a decrease in loss on modification or extinguishment of debt of $5.1 million primarily due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance in the Jefferson Terminal segment, partially offset by a loss on extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment; partially offset by • a decrease of $3.9 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment; and • an increase in interest expense of $29.5 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $6.3 million for the Senior Notes due 2027, (ii) $245.5 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $104.7 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt. Total other income increased $105.5 million during the six months ended June 30, 2025 primarily due to: • an increase of $28.0 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; • an increase in gain on sale of assets of $120.0 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025; and • a decrease in loss on modification or extinguishment of debt of $5.1 million primarily due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance in the Jefferson Terminal segment, partially offset by a loss on extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment; partially offset by • a decrease of $2.6 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments; and • an increase in interest expense of $45.0 million primarily due to an increase in the average outstanding debt of approximately $1.3 billion which consists of (i) $6.2 million for the Senior Notes due 2027, (ii) $127.7 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $169.7 million for the Series 2024 Bonds and (iv) $958.7 million for Long Ridge Energy & Power LLC debt. (Benefit from) provision for income taxes Benefit from income taxes increased $42.6 million during the six months ended June 30, 2025 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 loss increased $21.8 million and net income increased $148.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $11.7 million and $139.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. 56 Railroad Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 361 $ 382 $ (21) $ 818 $ 793 $ 25 Rail revenues 41,779 45,256 (3,477) 83,953 91,157 (7,204) Total revenues 42,140 45,638 (3,498) 84,771 91,950 (7,179) Expenses Operating expenses 22,130 23,701 (1,571) 45,069 48,543 (3,474) Acquisition and transaction expenses 2,783 153 2,630 2,876 337 2,539 Depreciation and amortization 4,979 4,860 119 10,065 9,872 193 Asset impairment 4,401 — 4,401 4,401 — 4,401 Total expenses 34,293 28,714 5,579 62,411 58,752 3,659 Other (expense) income Loss on sale of assets, net — (150) 150 (124) (163) 39 Interest expense (112) (98) (14) (251) (167) (84) Other income (expense) 399 251 148 787 (352) 1,139 Total other income (expense) 287 3 284 412 (682) 1,094 Income before income taxes 8,134 16,927 (8,793) 22,772 32,516 (9,744) Provision for income taxes 768 1,092 (324) 1,580 2,184 (604) Net income 7,366 15,835 (8,469) 21,192 30,332 (9,140) Less: Net income attributable to non-controlling interest in consolidated subsidiaries 46 47 (1) 133 108 25 Net income attributable to stockholders $ 7,320 $ 15,788 $ (8,468) $ 21,059 $ 30,224 $ (9,165) 57 The following table sets forth a reconciliation of net income attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net income attributable to stockholders $ 7,320 $ 15,788 $ (8,468) $ 21,059 $ 30,224 $ (9,165) Add: Provision for income taxes 768 1,092 (324) 1,580 2,184 (604) Add: Equity-based compensation expense 358 290 68 716 580 136 Add: Acquisition and transaction expenses 2,783 153 2,630 2,876 337 2,539 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges 4,401 — 4,401 4,401 — 4,401 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 4,979 4,860 119 10,065 9,872 193 Add: Interest expense 112 98 14 251 167 84 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities (264) (138) (126) (529) 462 (991) Add: Other non-recurring items (1) 298 — 298 298 — 298 Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (84) (22) (62) (122) (47) (75) Adjusted EBITDA (Non-GAAP) $ 20,671 $ 22,121 $ (1,450) $ 40,595 $ 43,779 $ (3,184) ________________________________________________________ (1) Includes the following items for the three and six months ended June 30, 2025: Railroad severance expense of $298 . (2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $2 and $1, (ii) provision for income taxes of $5 and $3, (iii) interest expense of $1 and $1, (iv) depreciation and amortization expense of $31 and $16, (v) acquisition and transaction expenses of $17 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $4 and $2, (ii) provision for income taxes of $10 and $7, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $62 and $34, (v) acquisition and transaction expenses of $18 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively. Revenues Total revenues decreased $3.5 million and $7.2 million during the three and six months ended June 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car. Expenses Total expenses increased $5.6 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects (i) an increase in asset impairment of $4.4 million and $4.4 million, respectively, related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.6 million and $2.5 million, respectively, related to a potential acquisition, partially offset by a decrease in operating expenses of $1.6 million and $3.5 million, respectively, mainly due to decreased carloads. Other (expense) income Total other income increased $0.3 million and $1.1 million during the three and six months ended June 30, 2025, respectively, which primarily reflects an increase in other income related to pension and OPEB benefits due to favorable adjustments. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.5 million and $3.2 million during the three and six months ended June 30, 2025, respectively, primarily due to the activity noted above. 58 Jefferson Terminal Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 885 $ 802 $ 83 $ 1,765 $ 1,599 $ 166 Terminal services revenues 20,743 20,372 371 39,312 38,191 1,121 Total revenues 21,628 21,174 454 41,077 39,790 1,287 Expenses Operating expenses 17,018 17,975 (957) 35,112 37,107 (1,995) Acquisition and transaction expenses 69 8 61 68 10 58 Depreciation and amortization 11,290 12,300 (1,010) 22,530 24,630 (2,100) Total expenses 28,377 30,283 (1,906) 57,710 61,747 (4,037) Other (expense) income Loss on modification or extinguishment of debt (742) (9,170) 8,428 (749) (9,170) 8,421 Interest expense (16,000) (11,190) (4,810) (32,624) (20,487) (12,137) Other income 1,282 3,531 (2,249) 2,008 3,537 (1,529) Total other expense (15,460) (16,829) 1,369 (31,365) (26,120) (5,245) Loss before income taxes (22,209) (25,938) 3,729 (47,998) (48,077) 79 Provision for (benefit from) income taxes 336 (612) 948 759 (1,166) 1,925 Net loss (22,545) (25,326) 2,781 (48,757) (46,911) (1,846) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (10,579) (11,174) 595 (21,663) (21,639) (24) Net loss attributable to stockholders $ (11,966) $ (14,152) $ 2,186 $ (27,094) $ (25,272) $ (1,822) 59 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (11,966) $ (14,152) $ 2,186 $ (27,094) $ (25,272) $ (1,822) Add: Provision for (benefit from) income taxes 336 (612) 948 759 (1,166) 1,925 Add: Equity-based compensation expense 327 1,101 (774) 835 2,860 (2,025) Add: Acquisition and transaction expenses 69 8 61 68 10 58 Add: Losses on the modification or extinguishment of debt and capital lease obligations 742 9,170 (8,428) 749 9,170 (8,421) Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 12,522 13,733 (1,211) 24,995 26,639 (1,644) Add: Interest expense 16,000 11,190 4,810 32,624 20,487 12,137 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (6,948) (8,110) 1,162 (13,904) (13,599) (305) Adjusted EBITDA (Non-GAAP) $ 11,082 $ 12,328 $ (1,246) $ 19,032 $ 19,129 $ (97) ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $11,290 and $12,300 and (ii) capitalized contract costs amortization of $1,232 and $1,433, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $22,530 and $24,630 and (ii) capitalized contract costs amortization of $2,465 and $2,009, respectively. (2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $76 and $259, (ii) provision for (benefit from) income taxes of $78 and $(143), (iii) interest expense of $3,707 and $2,623, (iv) depreciation and amortization expense of $2,900 and $3,219, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $171 and $2,150, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $194 and $671, (ii) provision for (benefit from) income taxes of $176 and $(273), (iii) interest expense of $7,556 and $4,803, (iv) depreciation and amortization expense of $5,789 and $6,246, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $173 and $2,150, respectively. Revenues Total revenues increased $0.5 million and $1.3 million during the three and six months ended June 30, 2025, respectively, due to an increase in average refined product throughput volumes. Expenses Total expenses decreased $1.9 million during the three months ended June 30, 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; and • a decrease in depreciation and amortization of $1.0 million due to certain assets becoming fully depreciated. Total expenses decreased $4.0 million during the six months ended June 30, 2025 which primarily reflects: • a decrease in operating expenses of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance; and • a decrease in depreciation and amortization of $2.1 million due to certain assets becoming fully depreciated. Other (expense) income Total other expense decreased $1.4 million during the three months ended June 30, 2025, which reflects a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series 60 2024 Bond issuance, offset by (i) an increase in interest expense of $4.8 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $2.2 million from a prior year gain from the grant of a pipeline easement. Total other expense increased $5.2 million during the six months ended June 30, 2025, which reflects (i) an increase in interest expense of $12.1 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $1.5 million primarily from a prior year gain from the grant of a pipeline easement partially offset by interest income on the Series 2024 Bond funds, both offset by a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.2 million and $0.1 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. Repauno Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Terminal services revenues $ 2,713 $ 3,862 $ (1,149) $ 6,523 $ 7,941 $ (1,418) Other revenue 279 — 279 280 — 280 Total revenues 2,992 3,862 (870) 6,803 7,941 (1,138) Expenses Operating expenses 5,449 5,598 (149) 12,115 11,769 346 Acquisition and transaction expenses 1,980 — 1,980 2,296 — 2,296 Depreciation and amortization 2,494 2,480 14 4,990 4,924 66 Total expenses 9,923 8,078 1,845 19,401 16,693 2,708 Other (expense) income Loss on modification or extinguishment of debt (3,324) — (3,324) (3,324) — (3,324) Interest expense — (242) 242 (1,518) (388) (1,130) Other income 103 — 103 103 — 103 Total other expense (3,221) (242) (2,979) (4,739) (388) (4,351) Loss before income taxes (10,152) (4,458) (5,694) (17,337) (9,140) (8,197) Provision for (benefit from) income taxes 25 (25) 50 37 (161) 198 Net loss (10,177) (4,433) (5,744) (17,374) (8,979) (8,395) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (567) (273) (294) (971) (559) (412) Net loss attributable to stockholders $ (9,610) $ (4,160) $ (5,450) $ (16,403) $ (8,420) $ (7,983) 61 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (9,610) $ (4,160) $ (5,450) $ (16,403) $ (8,420) $ (7,983) Add: Provision for (benefit from) income taxes 25 (25) 50 37 (161) 198 Add: Equity-based compensation expense 150 134 16 452 425 27 Add: Acquisition and transaction expenses 1,980 — 1,980 2,296 — 2,296 Add: Losses on the modification or extinguishment of debt and capital lease obligations 3,324 — 3,324 3,324 — 3,324 Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 2,494 2,480 14 4,990 4,924 66 Add: Interest expense — 242 (242) 1,518 388 1,130 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items (1) — — — 1,035 — 1,035 Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (445) (173) (272) (783) (341) (442) Adjusted EBITDA (non-GAAP) $ (2,082) $ (1,502) $ (580) $ (3,534) $ (3,185) $ (349) ________________________________________________________ (1) Includes the following items for the six months ended June 30, 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 June 30, 2025 and 2024: (i) equity-based compensation expense of $8 and $8, (ii) provision for (benefit from) income taxes of $1 and $(2), (iii) interest expense of $(2) and $15, (iv) depreciation and amortization expense of $140 and $152, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) asset impairment charges of $(19) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $26 and $26, (ii) provision for (benefit from) income taxes of $2 and $(10), (iii) interest expense of $88 and $24, (iv) depreciation and amortization expense of $289 and $301, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) other non-recurring items of $61 and $—, respectively. Revenues Total revenues decreased $0.9 million and $1.1 million during the three and six months ended June 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane through contract in April 2025. Expenses Total expenses increased $1.8 million and $2.7 million during the three and six months ended June 30, 2025, which primarily reflects costs associated with labor costs and professional fees related to the continued development of the site and an increase in depreciation expense due to assets being placed into service. Other (expense) income Total other expense increased $3.0 million during the three months ended June 30, 2025, which primarily reflects a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement. Total other expense increased $4.4 million during the six months ended June 30, 2025, which primarily reflects an increase in interest expense related to the Series 2025 Bond issuance and a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $0.6 million and $0.3 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. 62 Power and Gas Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Terminal services revenues $ 828 $ — $ 828 $ 1,154 — $ 1,154 Power revenues 38,010 — 38,010 53,790 — 53,790 Gas revenues 2,958 — 2,958 4,146 — 4,146 Total revenues 41,796 — 41,796 59,090 — 59,090 Expenses Operating expenses 16,026 330 15,696 22,337 1,022 21,315 Acquisition and transaction expenses 1,397 398 999 2,466 398 2,068 Depreciation and amortization 15,018 — 15,018 21,108 — 21,108 Total expenses 32,441 728 31,713 45,911 1,420 44,491 Other (expense) income Equity in (losses) earnings of unconsolidated entities — (7,336) 7,336 10,588 (14,373) 24,961 Gain on sale of assets, net — — — 119,952 — 119,952 Interest expense (24,787) — (24,787) (33,804) — (33,804) Other income 345 2,891 (2,546) 2,585 5,193 (2,608) Total other (expense) income (24,442) (4,445) (19,997) 99,321 (9,180) 108,501 (Loss) income before income taxes (15,087) (5,173) (9,914) 112,500 (10,600) 123,100 Benefit from income taxes — — — (42,457) — (42,457) Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557 63 The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557 Add: Benefit from income taxes — — — (42,457) — (42,457) Add: Equity-based compensation expense — — — — — — Add: Acquisition and transaction expenses 1,397 398 999 2,466 398 2,068 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 11,874 — 11,874 16,376 — 16,376 Add: Interest expense 24,787 — 24,787 33,804 — 33,804 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) — 6,285 (6,285) 6,503 15,067 (8,564) Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in losses (earnings) of unconsolidated entities — 7,336 (7,336) (10,588) 14,373 (24,961) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (non-GAAP) $ 22,971 $ 8,846 $ 14,125 $ 161,061 $ 19,238 $ 141,823 ________________________________________________________ (1) Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $15,018 and $— and (ii) amortization of other comprehensive income of $(3,144) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $21,108 and $— and (ii) amortization of other comprehensive income of $(4,732) and $—, respectively. (2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) net loss of $— and $(7,353), (ii) interest expense of $— and $9,465, (iii) depreciation and amortization expense of $— and $7,359, (iv) acquisition and transaction expenses of $— and $31, (v) changes in fair value of non-hedge derivative instruments of $— and $(3,875), (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $163, (viii) equity method basis adjustments of $— and $16 and (ix) other non-recurring items of $— and $478, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) net income (loss) of $10,576 and $(14,406), (ii) interest expense of $6,352 and $18,675, (iii) depreciation and amortization expense of $2,185 and $11,808, (iv) acquisition and transaction expenses of $201 and $50, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,822), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $250, (viii) equity method basis adjustments of $10 and $32 and (ix) other non-recurring items of $1 and $478, respectively. Revenues Total revenues increased $41.8 million and $59.1 million during the three and six months ended June 30, 2025, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025. Expenses Total expenses increased $31.7 million and $44.5 million during the three and six months ended June 30, 2025, respectively, which reflects: • an increase in operating expenses of $15.7 million and $21.3 million, respectively, primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025; • an increase in acquisition and transaction expenses of $1.0 million and $2.1 million, respectively, due to legal fees relating to the acquisition of 100% of Long Ridge in February 2025; and • an increase in depreciation and amortization expense of $15.0 million and $21.1 million, respectively, related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025. 64 Other (expense) income Total other expense increased $20.0 million during the three months ended June 30, 2025 which reflects: • an increase in interest expense of $24.8 million related to interest expense on the Long Ridge debt that is now consolidated; and • a decrease in other income of $2.5 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025; offset by • a decrease in equity in losses of unconsolidated entities of $7.3 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition. Total other income increased $108.5 million during the six months ended June 30, 2025 which reflects: • an increase in equity in earnings of unconsolidated entities of $25.0 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; and • an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge in February 2025; offset by • an increase in interest expense of $33.8 million related to interest expense on the Long Ridge debt that is now consolidated; and • a decrease in other income of $2.6 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025. Benefit from income taxes Benefit from income taxes increased $42.5 million during the six months ended June 30, 2025 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 $14.1 million and $141.8 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. Sustainability and Energy Transition Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Other revenue $ — $ — $ — $ — $ — $ — Total revenues — — — — — — Expenses Operating expenses 2 7 (5) 2 7 (5) Total expenses 2 7 (5) 2 7 (5) Other (expense) income Equity in losses of unconsolidated entities (1,995) (5,464) 3,469 (7,319) (10,338) 3,019 Other income 926 290 636 1,265 950 315 Total other income (expense) (1,069) (5,174) 4,105 (6,054) (9,388) 3,334 Net loss attributable to stockholders $ (1,071) $ (5,181) $ 4,110 $ (6,056) $ (9,395) $ 3,339 65 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (1,071) $ (5,181) $ 4,110 $ (6,056) $ (9,395) $ 3,339 Add: Provision for income taxes — — — — — — Add: Equity-based compensation expense — — — — — — Add: Acquisition and transaction expenses — — — — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive Allocations — — — — — — Add: Depreciation and amortization expense — — — — — — Add: Interest expense — — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (100) (3,067) 2,967 (2,065) (5,586) 3,521 Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in losses of unconsolidated entities 1,995 5,464 (3,469) 7,319 10,338 (3,019) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (Non-GAAP) $ 824 $ (2,784) $ 3,608 $ (802) $ (4,643) $ 3,841 ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2025 and 2024: (i) net loss of $(100) and $(5,463), (ii) interest expense of $— and $1,705 and (iii) depreciation and amortization expense of $— and $691, respectively . Includes the following items for the six months ended June 30, 2025 and 2024: (i) net loss of $(4,048) and $(10,337), (ii) interest expense of $1,284 and $3,379 and (iii) depreciation and amortization expense of $699 and $1,372, respectively. Other (expense) income Total other expense decreased $4.1 million and $3.3 million during the three and six months ended June 30, 2025, respectively, 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 $3.6 million and $3.8 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. 66 Corporate and Other The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Revenues Rail revenues 513 — 513 513 — 513 Roadside services revenues $ 13,217 $ 14,213 $ (996) $ 26,193 $ 27,741 $ (1,548) Total revenues 13,730 14,213 (483) 26,706 27,741 (1,035) Expenses Operating expenses 13,810 13,614 196 26,845 27,352 (507) General and administrative 3,862 2,840 1,022 8,975 7,701 1,274 Acquisition and transaction expenses 2,475 362 2,113 4,513 1,102 3,411 Management fees and incentive allocation to affiliate 3,680 2,776 904 6,222 5,777 445 Depreciation and amortization 217 523 (306) 317 1,258 (941) Total expenses 24,044 20,115 3,929 46,872 43,190 3,682 Other income (expense) Equity in earnings of unconsolidated entities — 12 (12) 50 21 29 Interest expense (18,305) (18,160) (145) (34,119) (36,241) 2,122 Other expense (3) — (3) (3) — (3) Total other expense (18,308) (18,148) (160) (34,072) (36,220) 2,148 Loss before income taxes (28,622) (24,050) (4,572) (54,238) (51,669) (2,569) (Benefit from) provision for income taxes (177) (188) 11 (481) 1,215 (1,696) Net loss (28,445) (23,862) (4,583) (53,757) (52,884) (873) Less: Dividends and accretion of redeemable preferred stock 20,957 17,610 3,347 42,798 34,585 8,213 Net loss attributable to stockholders $ (49,402) $ (41,472) $ (7,930) $ (96,555) $ (87,469) $ (9,086) 67 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (49,402) $ (41,472) $ (7,930) $ (96,555) $ (87,469) $ (9,086) Add: (Benefit from) provision for income taxes (177) (188) 11 (481) 1,215 (1,696) Add: Equity-based compensation expense 75 274 (199) 160 274 (114) Add: Acquisition and transaction expenses 2,475 362 2,113 4,513 1,102 3,411 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 217 523 (306) 317 1,258 (941) Add: Interest expense 18,305 18,160 145 34,119 36,241 (2,122) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) — (10) 10 (38) (16) (22) Add: Dividends and accretion of redeemable preferred stock 20,957 17,610 3,347 42,798 34,585 8,213 Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in earnings of unconsolidated entities — (12) 12 (50) (21) (29) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (Non-GAAP) $ (7,550) $ (4,753) $ (2,797) $ (15,217) $ (12,831) $ (2,386) ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2025 and 2024: (i) net loss of $— and $(22) and (ii) interest expense of $— and $12, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) net loss of $(50) and $(37) and (ii) interest expense of $12 and $21, respectively. Revenues Total revenues decreased $0.5 million and $1.0 million during the three and six months ended June 30, 2025, respectively, primarily due to a decrease in roadside services at FYX. Expenses Total expenses increased $3.9 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects: • an increase in general and administrative expenses of $1.0 million and $1.3 million, respectively, due to higher professional fees; and • an increase in acquisition and transaction expenses of $2.1 million and $3.4 million, respectively, primarily due to higher professional fees for a potential acquisition; partially offset by • a decrease in depreciation and amortization expense of $0.3 million and $0.9 million, respectively, due to assets that became fully depreciated. Other income (expense) Total other expense decreased $2.1 million during the six months ended June 30, 2025, which primarily reflects an increase in capitalized interest. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $2.8 million and $2.4 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above. 68 Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects. As discussed in Note 2 to the consolidated financial statements, as part of the evaluation under ASC 205-40, management reviewed its debt maturities over the next 12 months and concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayment of $302.5 million of debt due in approximately 12 months. In performing the second step of this assessment, the Company evaluated whether it is probable that the Company’s plans will be effectively implemented within one year after the financial statements are issued and whether it is probable that those plans will alleviate the liquidity risk raised in the first step of the evaluation. Management approved and has begun implementing a plan to alleviate liquidity risk by (i) refinancing the Jefferson Taxable Series 2024B Bonds and issuing a new term loan with a multi-year maturity, (ii) the consummation of the transactions described in Note 20 and (iii) refinancing the term loan committed in conjunction with the transactions described in Note 20 through the issuance of new long-term senior notes. If fully implemented, 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 provided by investing activities was $76.2 million and cash used for investing activities was $52.8 million during the six months ended June 30, 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 June 30, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings. • Cash flows used in operating activities were $90.9 million and $21.5 million during the six months ended June 30, 2025 and 2024, respectively. • During the six months ended June 30, 2025, additional borrowings were obtained in connection with (i) the May 2025 Long Ridge Credit Agreement of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million and (iv) the Series 2025 Bonds of $300.0 million. Additionally, during the six months ended June 30, 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). In May 2025, we used a portion of the net proceeds from the Series 2025 Bonds and DRP DB Term Loan to repay (i) the March 2025 Repauno Credit Agreement of $30.0 million, (ii) the October 2024 Jefferson Credit Agreement of $50.0 million and (iii) the DRP Revolver of $44.3 million. During the six months ended June 30, 2024, additional borrowings were obtained in connection with the (i) Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million. In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million during the six months ended June 30, 2024. We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction. In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors. 69 Historical Cash Flow Comparison of the six months ended June 30, 2025 and 2024 The following table compares the historical cash flow for the six months ended June 30, 2025 and 2024: Six Months Ended June 30, (in thousands) 2025 2024 Cash Flow Data: Net cash used in operating activities $ (90,872) $ (21,470) Net cash provided by (used in) investing activities 78,359 (52,652) Net cash provided by financing activities 313,480 173,108 Net cash used in operating activities increased $69.4 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 $28.0 million, (ii) changes in working capital of $42.0 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million and (iv) changes in deferred income taxes of $42.8 million, partially offset by (i) an increase in net income of $148.6 million and (ii) an increase in depreciation and amortization of $18.3 million. Net cash provided by investing activities increased $131.0 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, (iii) a decrease in the investment of equity instruments of $5.0 million, (iv) an increase in investment in promissory notes and loans of $17.5 million and (v) an increase in proceeds from the sale of property, plant and equipment of $2.1 million, partially offset by (i) an increase in the acquisition of property, plant and equipment of $120.9 million and (ii) an increase in the investment in unconsolidated entities of $10.9 million. Net cash used in financing activities increased $140.4 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 $0.6 million and (iii) an increase in payment of financing costs of $11.5 million, offset by (i) an increase in proceeds from debt of $44.4 million, (ii) a decrease in repayment of debt of $115.9 million, (iii) a decrease in distributions to non-controlling interests of $15.0 million and (iv) a decrease in settlement of equity-based compensation of $2.7 million. Debt Obligations Refer to Note 8 of the consolidated financial statements for additional information. Contractual Obligations Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of June 30, 2025, we had outstanding principal and interest payment obligations of $3.1 billion and $1.4 billion, respectively, of which, there are $84.6 million of principal payments due and $247.9 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. 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 June 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 41% of our total assets. Lease Obligations —As of June 30, 2025, we had outstanding operating and finance lease obligations of $170.5 million, of which $9.3 million is due within the next twelve months. Redeemable Preferred Stock Obligations —We have dividend payments of $98.2 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 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. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required. See Note 2 for additional information related to other cash requirements. Critical Accounting Estimates and Policies Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2024, the carrying amount of 70 goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, 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, 2024, 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, 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% 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. At October 1, 2024, approximately 6.0 million barrels of storage was operational. 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. 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 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 was no impairment of goodwill for the year ended December 31, 2024. Recent Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.