17 unchanged sentences
We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities.
−Removed: As of June 30, 2025, we had total consolidated assets of $4.4 billion and redeemable preferred stock and equity of $0.8 billion.
+Added: As of September 30, 2025, we had total consolidated assets of $5.5 billion and redeemable preferred stock and equity of $1.1 billion.
Operating Segments
2 unchanged sentences
Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition.
−Removed: The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities.
+Added: The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, as well as an equity method investment in Wheeling, which has two freight railroads that provide freight transportation to its customers.
The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets.
16 unchanged sentences
We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
−Removed: 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 .
−Removed: We believe that net income (loss) attributable to stockholders, as defined by U.S.
+Added: Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, 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 .
+Added: We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S.
GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA.
−Removed: Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S.
−Removed: Comparison of the three and six months ended June 30, 2025 and 2024
+Added: Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S.
+Added: Comparison of the three and nine months ended September 30, 2025 and 2024
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
14 unchanged sentences
Total expenses 120,003 90,580 29,423 352,310 272,389 79,921
−Removed: Other (expense) income
−Removed: Equity in (losses) earnings of unconsolidated entities (1,995) (12,788) 10,793 3,319 (24,690) 28,009
−Removed: (Loss) gain on sale of assets, net — (150) 150 119,828 (163) 119,991
−Removed: Loss on modification or extinguishment of debt (4,066) (9,170) 5,104 (4,073) (9,170) 5,097
+Added: Other income (expense)
+Added: Equity in earnings (losses) of unconsolidated entities 2,928 (14,308) 17,236 6,247 (38,998) 45,245
+Added: Gain on sale of assets, net 28 2,758 (2,730) 119,856 2,595 117,261
+Added: (Loss) gain on modification or extinguishment of debt (55,208) 747 (55,955) (59,281) (8,423) (50,858)
Interest expense (73,312) (31,513) (41,799) (175,628) (88,796) (86,832)
Other income 5,554 6,537 (983) 12,299 15,865 (3,566)
−Removed: Total other (expense) income (62,213) (44,835) (17,378) 23,503 (81,978) 105,481
−Removed: Income (loss) from before income taxes (69,007) (47,873) (21,134) 9,643 (96,365) 106,008
+Added: Total other expense (120,010) (35,779) (84,231) (96,507) (117,757) 21,250
+Added: Loss from before income taxes (99,457) (43,048) (56,409) (89,814) (139,413) 49,599
Provision for (benefit from) income taxes 5,081 (92) 5,173 (35,481) 1,980 (37,461)
−Removed: Net (loss) income (69,959) (48,140) (21,819) 50,205 (98,437) 148,642
−Removed: Net loss attributable to non-controlling interest in consolidated subsidiaries (11,100) (11,400) 300 (22,501) (22,090) (411)
+Added: Net loss (104,538) (42,956) (61,582) (54,333) (141,393) 87,060
+Added: Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders (11,497) (9,963) (1,534) (33,998) (32,053) (1,945)
+Added: Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 12,487 — 12,487
Dividends and accretion of redeemable preferred stock 12,824 16,978 (4,154) 55,622 51,563 4,059
−Removed: Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840
−Removed: The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459
+Added: The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
−Removed: Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840
+Added: Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459
Provision for (benefit from) income taxes 5,081 (92) 5,173 (35,481) 1,980 (37,461)
1 unchanged sentence
Acquisition and transaction expenses 3,221 2,526 695 15,440 4,373 11,067
−Removed: Losses on the modification or extinguishment of debt and capital lease obligations 4,066 9,170 (5,104) 4,073 9,170 (5,097)
+Added: Losses (gains) on the modification or extinguishment of debt and capital lease obligations 55,208 (747) 55,955 59,281 8,423 50,858
Changes in fair value of non-hedge derivative instruments 211 — 211 211 — 211
10 unchanged sentences
962 — 962 2,295 — 2,295
−Removed: Equity in losses (earnings) of unconsolidated entities 1,995 12,788 (10,793) (3,319) 24,690 (28,009)
+Added: Equity in (earnings) losses of unconsolidated entities (2,928) 14,308 (17,236) (6,247) 38,998 (45,245)
Non-controlling share of Adjusted EBITDA (4)
2 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the three months ended June 30, 2025 and 2024:
+Added: (1) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $34,813 and $19,492, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(9,238) and $—, respectively.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $93,823 and $60,176, (ii) capitalized contract costs amortization of $3,698 and $3,242 and (iii) amortization of other comprehensive income of $(13,970) and $—, respectively.
−Removed: (2) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: (3) Includes the following items for the three months ended June 30, 2025:
−Removed: Railroad severance expense of $298 .
−Removed: Includes the following items for the six months ended June 30, 2025:
−Removed: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.
−Removed: (4) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Comparison of the three months ended June 30, 2025 and 2024
−Removed: 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.
−Removed: Roadside services revenue decreased $1.0 million due to the decline of roadside services for FYX.
+Added: (2) Includes the following items for the three months ended September 30, 2025 and 2024:
+Added: (i) net income (loss) of $5,100 and $(14,352), (ii) interest expense of $— and $10,826, (iii) depreciation and amortization expense of $1,852 and $6,911, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17, (viii) losses on the modification or extinguishment of debt of $— and $4,724 and (ix) provision for income taxes of $1,371 and $—, respectively.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
+Added: (i) net income (loss) of $11,578 and $(39,132), (ii) interest expense of $7,648 and $32,901, (iii) depreciation and amortization expense of $4,736 and $20,091, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724, (x) provision for income taxes of $1,371 and $— and (xi) other non-recurring items of $1 and $478, respectively.
+Added: (3) Includes the following items for the three months ended September 30, 2025:
+Added: (i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955 .
+Added: Includes the following items for the nine months ended September 30, 2025:
+Added: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.
+Added: (4) Includes the following items for the three months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $120 and $240, (ii) provision for (benefit from) income taxes of $14 and $(98), (iii) interest expense of $4,122 and $3,078, (iv) depreciation and amortization expense of $3,079 and $3,274, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $52 and $—, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $(2) and $—, (ix) losses on the modification or extinguishment of debt of $2 and $(175), (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $(2) and $—, respectively.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $344 and $939, (ii) provision for (benefit from) income taxes of $202 and $(374), (iii) interest expense of $11,768 and $7,906, (iv) depreciation and amortization expense of $9,219 and $9,855, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $218 and $3, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $1, (viii) asset impairment charges of $25 and $—, (ix) losses on the modification or extinguishment of debt of $360 and $1,975, (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $61 and $—, respectively.
+Added: Comparison of the three months ended September 30, 2025 and 2024
+Added: Total revenues increased $57.2 million due to higher revenues of $58.6 million in the Power and Gas segment and $1.4 million in the Jefferson Terminal segment, offset by lower revenues of $1.9 million in the Railroad segment and $1.0 million in the Repauno segment.
Rail revenues decreased $1.3 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.
+Added: Terminal services revenues increased $0.8 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.
Power revenues increased $56.5 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.
Gas revenues increased $1.7 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.
−Removed: Comparison of the six months ended June 30, 2025 and 2024
+Added: Comparison of the nine months ended September 30, 2025 and 2024
Total revenues increased $108.3 million due to higher revenues of $117.7 million in the Power and Gas segment and $2.7 million in the Jefferson Terminal segment, offset by lower revenues of $9.0 million in the Railroad segment, $2.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment.
Roadside services revenue decreased $1.9 million due to the decline of roadside services for FYX.
−Removed: 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 $8.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.
+Added: Terminal services revenues increased $1.7 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.
Power revenues increased $110.3 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.
Gas revenues increased $5.9 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.
−Removed: Comparison of the three months ended June 30, 2025 and 2024
−Removed: 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.
+Added: Comparison of the three months ended September 30, 2025 and 2024
+Added: Total expenses increased $29.4 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) acquisition and transaction expenses.
Operating expenses increased $12.2 million which primarily reflects:
−Removed: • 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 ;
+Added: • an increase of $15.1 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 segment;
+Added: • a decrease of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment;
partially offset by
−Removed: • a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment;
+Added: • a decrease of $1.0 million primarily due to lower labor costs at the Repauno segment;
• a decrease of $2.2 million in the Railroad segment mainly due to decreased carloads.
−Removed: 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.
+Added: Acquisition and transaction expenses increased $0.7 million primarily due to (i) an increase in consulting fees at the Repauno segment and (ii) higher professional fees for a potential acquisition in the Corporate and Other segment, partially offset by a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment.
Depreciation and amortization increased $15.3 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.
−Removed: Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment.
−Removed: Comparison of the six months ended June 30, 2025 and 2024
+Added: Comparison of the nine months ended September 30, 2025 and 2024
Total expenses increased $79.9 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.
1 unchanged sentence
• an increase of $36.4 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 ;
+Added: • a decrease of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment;
partially offset by
−Removed: • a decrease of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment;
+Added: • a decrease of $0.7 million primarily due to lower labor costs at the Repauno segment;
• a decrease of $5.6 million in the Railroad segment mainly due to decreased carloads.
−Removed: 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.
+Added: Acquisition and transaction expenses increased $11.1 million primarily due to (i) legal fees in the Railroad segment related to the Wheeling Acquisition, (ii) consulting fees in the Repauno segment and (iii) higher professional fees for a potential acquisition in the Corporate and Other segment.
Depreciation and amortization increased $33.6 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.
−Removed: Other (expense) income
−Removed: Total other expense increased $17.4 million during the three months ended June 30, 2025 primarily due to:
−Removed: • 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;
−Removed: • 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;
+Added: Other income (expense)
+Added: Total other expense increased $84.2 million during the three months ended September 30, 2025 primarily due to:
+Added: • an increase in loss on modification or extinguishment of debt of $56.0 million primarily due to loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;
+Added: • an increase in interest expense of $41.8 million primarily due to an increase in the average outstanding debt of approximately $2.0 billion which consists of (i) $449.3 million for the Corporate Bridge Loan, (ii) $355.3 million for the Series 2025 Bonds, (iii) $17.8 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt;
+Added: • a decrease in gain on sale of assets of $2.7 million primarily due to a prior year gain from a sales leaseback transaction in the Jefferson Terminal segment;
partially offset by
−Removed: • 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;
−Removed: • 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.
−Removed: Total other income increased $105.5 million during the six months ended June 30, 2025 primarily due to:
−Removed: • 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;
+Added: • an increase of $17.2 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 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, as well as the equity pickup of Wheeling in the current period.
+Added: Total other expense decreased $21.3 million during the nine months ended September 30, 2025 primarily due to:
+Added: • an increase of $45.2 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, as well as the equity pickup of Wheeling in the current period;
• an increase in gain on sale of assets of $117.3 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025;
−Removed: • 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;
−Removed: partially offset by
−Removed: • 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;
−Removed: • 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.
−Removed: (Benefit from) provision for income taxes
−Removed: 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.
−Removed: Net income (loss)
−Removed: 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.
+Added: • an increase in loss on modification or extinguishment of debt of $50.9 million primarily due to (i) loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment and (ii) loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;
+Added: • a decrease of $3.6 million in other income due to (i) 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 (ii) a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by (iii) an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments and (iv) an increase in other income at the Repauno segment related to interest on the Series 2025 Bonds funds;
+Added: • an increase in interest expense of $86.8 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $153.9 million for the Corporate Bridge Loan, (ii) $203.6 million for the Series 2025 Bonds, (iii) $119.1 million for the Series 2024 Bonds and (iv) $1.0 billion for Long Ridge Energy & Power LLC debt.
+Added: Provision for (benefit from) income taxes
+Added: Benefit from income taxes increased $37.5 million during the nine months ended September 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.
+Added: Net loss increased $61.6 million and decreased $87.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Adjusted EBITDA (Non-GAAP)
−Removed: 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.
+Added: Adjusted EBITDA increased $34.0 million and $173.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Railroad Segment
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
7 unchanged sentences
Total expenses 27,254 29,754 (2,500) 89,665 88,506 1,159
−Removed: Other (expense) income
−Removed: Loss on sale of assets, net — (150) 150 (124) (163) 39
−Removed: Interest expense (112) (98) (14) (251) (167) (84)
Other income (expense)
−Removed: Total other income (expense) 287 3 284 412 (682) 1,094
+Added: Equity in earnings of unconsolidated entities 3,013 — 3,013 3,013 — 3,013
+Added: Gain (loss) on sale of assets, net 28 5 23 (96) (158) 62
+Added: Interest expense (80) (78) (2) (331) (245) (86)
+Added: Other income 881 819 62 1,668 467 1,201
+Added: Total other income 3,842 746 3,096 4,254 64 4,190
Income before income taxes 19,501 15,773 3,728 42,273 48,289 (6,016)
1 unchanged sentence
Net income 15,461 14,599 862 36,653 44,931 (8,278)
−Removed: Net income attributable to non-controlling interest in consolidated subsidiaries 46 47 (1) 133 108 25
+Added: Net income attributable to non-controlling interest in consolidated subsidiaries - common stockholders 25 71 (46) 158 179 (21)
+Added: Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 12,487 — 12,487
Net income attributable to stockholders $ 2,949 $ 14,528 $ (11,579) $ 24,008 $ 44,752 $ (20,744)
The following table sets forth a reconciliation of net income attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
10 unchanged sentences
Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
+Added: 8,408 — 8,408 8,408 — 8,408
Dividends and accretion of redeemable preferred stock 12,487 — 12,487 12,487 — 12,487
7 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the three and six months ended June 30, 2025:
−Removed: Railroad severance expense of $298 .
−Removed: (2) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: Other (expense) income
−Removed: 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.
+Added: (1) Includes the following items for the three and nine months ended September 30, 2025:
+Added: (i) net income of $5,185, (ii) depreciation and amortization expense of $1,852 and (iii) provision for income taxes of $1,371.
+Added: (2) Includes the following items for the three and nine months ended September 30, 2025:
+Added: Railroad severance expense of $7 and $305, respectively.
+Added: (3) Includes the following items for the three months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $2 and $3, (ii) provision for income taxes of $22 and $6, (iii) depreciation and amortization expense of $25 and $22, (iv) acquisition and transaction expenses of $(4) and $—, (v) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vi) asset impairment charges of $(2) and $—, (vii) equity in earnings of unconsolidated entities of $31 and $—, (viii) dividends and accretion of redeemable preferred stock of $72 and $— and (ix) changes in fair value of non-hedge derivative instruments of $(3) and $—, respectively.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $6 and $5, (ii) provision for income taxes of $32 and $13, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $87 and $56, (v) acquisition and transaction expenses of $14 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(5) and $1, (vii) asset impairment charges of $25 and $—, (viii) equity in earnings of unconsolidated entities of $31 and $—, (ix) dividends and accretion of redeemable preferred stock of $72 and $—, (x) changes in fair value of non-hedge derivative instruments of $(3) and $— and (xi) other non-recurring items of $2 and $—, respectively.
+Added: Total revenues decreased $1.9 million and $9.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car.
+Added: Total expenses decreased $2.5 million during the three months ended September 30, 2025 which primarily reflects a decrease in operating expenses mainly due to decreased carloads.
+Added: Total expenses increased $1.2 million during the nine months ended September 30, 2025 which primarily reflects (i) an increase in asset impairment of $4.4 million related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.0 million related to the Wheeling Acquisition, partially offset by a decrease in operating expenses of $5.6 million mainly due to decreased carloads.
+Added: Other income (expense)
+Added: Total other income increased $3.1 million and $4.2 million during the three and nine months ended September 30, 2025, respectively, which primarily reflects an increase in equity earnings of unconsolidated entities related to the acquisition of Wheeling and an increase in other income related to pension and OPEB benefits due to favorable adjustments.
Adjusted EBITDA (Non-GAAP)
−Removed: 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.
+Added: Adjusted EBITDA decreased $8.0 million and $4.9 million during the three and nine months ended September 30, 2025, respectively, primarily due to the activity noted above.
Jefferson Terminal Segment
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
6 unchanged sentences
Total expenses 27,758 29,126 (1,368) 85,468 90,873 (5,405)
−Removed: Other (expense) income
−Removed: Loss on modification or extinguishment of debt (742) (9,170) 8,428 (749) (9,170) 8,421
+Added: Other income (expense)
+Added: Gain on sale of assets, net — 2,753 (2,753) — 2,753 (2,753)
+Added: Gain (loss) on modification or extinguishment of debt 13 747 (734) (736) (8,423) 7,687
Interest expense (17,064) (13,107) (3,957) (49,688) (33,594) (16,094)
2 unchanged sentences
Loss before income taxes (23,179) (18,135) (5,044) (71,177) (66,212) (4,965)
−Removed: Provision for (benefit from) income taxes 336 (612) 948 759 (1,166) 1,925
+Added: (Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312
Net loss (23,140) (17,709) (5,431) (71,897) (64,620) (7,277)
2 unchanged sentences
The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
Net loss attributable to stockholders $ (11,978) $ (8,009) $ (3,969) $ (39,072) $ (33,281) $ (5,791)
−Removed: Provision for (benefit from) income taxes 336 (612) 948 759 (1,166) 1,925
+Added: (Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312
Equity-based compensation expense 332 673 (341) 1,167 3,533 (2,366)
Acquisition and transaction expenses — — — 68 10 58
−Removed: Losses on the modification or extinguishment of debt and capital lease obligations 742 9,170 (8,428) 749 9,170 (8,421)
+Added: (Gains) losses on the modification or extinguishment of debt and capital lease obligations (13) (747) 734 736 8,423 (7,687)
Changes in fair value of non-hedge derivative instruments — — — — — —
13 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the three months ended June 30, 2025 and 2024:
+Added: (1) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $11,358 and $11,988 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $33,888 and $36,618 and (ii) capitalized contract costs amortization of $3,698 and $3,242, respectively.
−Removed: (2) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: (2) Includes the following items for the three months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $77 and $157, (ii) provision for (benefit from) income taxes of $(9) and $(100), (iii) interest expense of $3,952 and $3,073, (iv) depreciation and amortization expense of $2,916 and $3,100 and (v) losses on the modification or extinguishment of debt of $(3) and $(175), respectively.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) equity-based compensation expense of $271 and $828, (ii) provision for (benefit from) income taxes of $167 and $(373), (iii) interest expense of $11,508 and $7,876, (iv) depreciation and amortization expense of $8,705 and $9,346, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $170 and $1,975, respectively.
−Removed: 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.
−Removed: Total expenses decreased $1.9 million during the three months ended June 30, 2025 which primarily reflects:
−Removed: • a decrease in operating expenses of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance;
+Added: Total revenues increased $1.4 million and $2.7 million during the three and nine months ended September 30, 2025, respectively, due to an increase in average refined product throughput volumes.
+Added: Total expenses decreased $1.4 million during the three months ended September 30, 2025 which primarily reflects:
+Added: • a decrease in operating expenses of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance;
• a decrease in depreciation and amortization of $0.6 million due to certain assets becoming fully depreciated.
−Removed: Total expenses decreased $4.0 million during the six months ended June 30, 2025 which primarily reflects:
−Removed: • a decrease in operating expenses of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance;
+Added: Total expenses decreased $5.4 million during the nine months ended September 30, 2025 which primarily reflects:
+Added: • a decrease in operating expenses of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance;
• a decrease in depreciation and amortization of $2.7 million due to certain assets becoming fully depreciated.
−Removed: Other (expense) income
−Removed: 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
−Removed: 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.
−Removed: 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.
+Added: Other income (expense)
+Added: Total other expense increased $7.9 million during the three months ended September 30, 2025, which reflects (i) a decrease in gain on modification or extinguishment of debt of $0.7 million related to a prior year gain on extinguishment of debt, (ii) an
+Added: increase in interest expense of $4.0 million related to additional borrowings and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction.
+Added: Total other expense increased $13.1 million during the nine months ended September 30, 2025, which reflects (i) an increase in interest expense of $16.1 million related to additional borrowings, (ii) a decrease in other income of $1.9 million primarily from a prior year gain from the grant of a pipeline easement and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction, partially offset by a decrease in loss on modification or extinguishment of debt of $7.7 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance.
Adjusted EBITDA (Non-GAAP)
−Removed: 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.
+Added: Adjusted EBITDA decreased $0.7 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Repauno Segment
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
17 unchanged sentences
The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
19 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the six months ended June 30, 2025:
+Added: (1) Includes the following items for the nine months ended September 30, 2025:
(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.
−Removed: (2) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: (2) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) equity-based compensation expense of $41 and $80, (ii) provision for (benefit from) income taxes of $1 and $(4), (iii) interest expense of $170 and $5, (iv) depreciation and amortization expense of $138 and $152, (v) acquisition and transaction expenses of $56 and $—, (vi) losses on the modification or extinguishment of debt of $5 and $— and (vii) other non-recurring items of $(2) and $—, respectively.
−Removed: 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.
−Removed: 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.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
+Added: (i) equity-based compensation expense of $67 and $106, (ii) provision for (benefit from) income taxes of $3 and $(14), (iii) interest expense of $258 and $29, (iv) depreciation and amortization expense of $427 and $453, (v) acquisition and transaction expenses of $188 and $—, (vi) losses on the modification or extinguishment of debt of $190 and $— and (vii) other non-recurring items of $59 and $—, respectively.
+Added: Total revenues decreased $1.0 million and $2.1 million during the three and nine months ended September 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 throughput contract in April 2025.
+Added: Total expenses decreased $0.1 million during the three months ended September 30, 2025, which primarily reflects:
+Added: • a decrease in operating expenses of $1.0 million associated with lower labor costs;
+Added: • an increase in acquisition and transaction expenses of $1.0 million related to consulting fees.
+Added: Total expenses increased $2.7 million during the nine months ended September 30, 2025, which primarily reflects:
+Added: • a decrease in operating expenses of $0.7 million associated with lower labor costs;
+Added: partially offset by
+Added: • an increase in acquisition and transaction expenses of $3.3 million related to consulting fees.
Other (expense) income
−Removed: 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.
−Removed: 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.
+Added: Total other expense increased $0.2 million during the three months ended September 30, 2025, which primarily reflects an increase in interest expense of $2.9 million related to additional borrowings, partially offset by an increase in other income of $2.8 million from the interest on the Series 2025 Bond funds.
+Added: Total other expense increased $4.5 million during the nine months ended September 30, 2025, which primarily reflects (i) an
+Added: increase in interest expense of $4.1 million related to additional borrowings and (ii) an increase in loss on modification or extinguishment of debt of $3.3 million due to the payoff of the DRP Revolver and March 2025 Credit Agreement, partially offset by an increase in other income of $2.9 million from the interest on the Series 2025 Bond funds.
Adjusted EBITDA (Non-GAAP)
−Removed: 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.
+Added: Adjusted EBITDA increased $2.1 million and $1.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Power and Gas Segment
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
10 unchanged sentences
Gain on sale of assets, net — — — 119,952 — 119,952
+Added: Loss on modification or extinguishment of debt (47) — (47) (47) — (47)
Interest expense (27,956) — (27,956) (61,760) — (61,760)
1 unchanged sentence
Total other (expense) income (27,227) (6,880) (20,347) 72,094 (16,060) 88,154
−Removed: (Loss) income before income taxes (15,087) (5,173) (9,914) 112,500 (10,600) 123,100
+Added: Income (loss) before income taxes 566 (8,562) 9,128 113,066 (19,162) 132,228
Benefit from income taxes — — — (42,457) — (42,457)
−Removed: Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557
+Added: Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685
The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
−Removed: Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557
+Added: Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685
Benefit from income taxes — — — (42,457) — (42,457)
17 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: (1) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $15,568 and $— and (ii) amortization of other comprehensive income of $(9,238) and $—, respectively.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) depreciation and amortization expense of $36,676 and $— and (ii) amortization of other comprehensive income of $(13,970) and $—, respectively.
−Removed: (2) Includes the following items for the three months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
−Removed: (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.
−Removed: 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.
−Removed: Total expenses increased $31.7 million and $44.5 million during the three and six months ended June 30, 2025, respectively, which reflects:
+Added: (2) Includes the following items for the three months ended September 30, 2025 and 2024:
+Added: (i) net loss of $— and $(10,489), (ii) interest expense of $— and $9,544, (iii) depreciation and amortization expense of $— and $6,217, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17 and (viii) losses on the modification or extinguishment of debt of $— and $4,724, respectively.
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
+Added: (i) net income (loss) of $10,576 and $(24,895), (ii) interest expense of $6,352 and $28,219, (iii) depreciation and amortization expense of $2,185 and $18,025, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724 and (x) other non-recurring items of $1 and $478, respectively.
+Added: Total revenues increased $58.6 million and $117.7 million during the three and nine months ended September 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.
+Added: Total expenses increased $29.2 million and $73.7 million during the three and nine months ended September 30, 2025, respectively, which reflects:
• an increase in operating expenses of $15.1 million and $36.4 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;
−Removed: • 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;
• an increase in depreciation and amortization expense of $15.6 million and $36.7 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;
+Added: partially offset by
+Added: • a decrease in acquisition and transaction expenses of $1.5 million for the three months ended September 30, 2025 due to a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025.
Other (expense) income
−Removed: Total other expense increased $20.0 million during the three months ended June 30, 2025 which reflects:
+Added: Total other expense increased $20.3 million during the three months ended September 30, 2025 which reflects:
• an increase in interest expense of $28.0 million related to interest expense on the Long Ridge debt that is now consolidated;
1 unchanged sentence
• a decrease in equity in losses of unconsolidated entities of $10.5 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.
−Removed: Total other income increased $108.5 million during the six months ended June 30, 2025 which reflects:
+Added: Total other income increased $88.2 million during the nine months ended September 30, 2025 which reflects:
• an increase in equity in earnings of unconsolidated entities of $35.4 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;
3 unchanged sentences
Benefit from income taxes
−Removed: 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.
+Added: Benefit from income taxes increased $42.5 million during the nine months ended September 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)
−Removed: 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.
+Added: Adjusted EBITDA increased $24.6 million and $166.5 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Sustainability and Energy Transition Segment
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
7 unchanged sentences
Total other income (expense) 479 (2,638) 3,117 (5,575) (12,026) 6,451
−Removed: Net loss attributable to stockholders $ (1,071) $ (5,181) $ 4,110 $ (6,056) $ (9,395) $ 3,339
−Removed: The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456
+Added: The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA:
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
−Removed: Net loss attributable to stockholders $ (1,071) $ (5,181) $ 4,110 $ (6,056) $ (9,395) $ 3,339
+Added: Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456
Provision for income taxes — — — — — —
16 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the three months ended June 30, 2025 and 2024:
+Added: (1) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) net loss of $(85) and $(3,845), (ii) interest expense of $— and $1,272 and (iii) depreciation and amortization expense of $— and $694, respectively .
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) net loss of $(4,133) and $(14,182), (ii) interest expense of $1,284 and $4,651 and (iii) depreciation and amortization expense of $699 and $2,066, respectively.
Other (expense) income
−Removed: 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.
+Added: Total other income increased $3.1 million and $6.5 million during the three and nine months ended September 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)
−Removed: 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.
+Added: Adjusted EBITDA increased $1.2 million and $5.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.
Corporate and Other
The following table presents our results of operations:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
10 unchanged sentences
Equity in earnings of unconsolidated entities — 10 (10) 50 31 19
+Added: Loss on modification or extinguishment of debt (55,174) — (55,174) (55,174) — (55,174)
Interest expense (25,200) (18,236) (6,964) (59,319) (54,477) (4,842)
−Removed: Other expense (3) — (3) (3) — (3)
+Added: Other income 73 2 71 70 2 68
Total other expense (80,301) (18,224) (62,077) (114,373) (54,444) (59,929)
Loss before income taxes (90,316) (24,092) (66,224) (144,554) (75,761) (68,793)
−Removed: (Benefit from) provision for income taxes (177) (188) 11 (481) 1,215 (1,696)
+Added: Provision for (benefit from) income taxes 1,061 (767) 1,828 580 448 132
Net loss (91,377) (23,325) (68,052) (145,134) (76,209) (68,925)
Dividends and accretion of redeemable preferred stock 12,824 16,978 (4,154) 55,622 51,563 4,059
−Removed: Net loss attributable to stockholders $ (49,402) $ (41,472) $ (7,930) $ (96,555) $ (87,469) $ (9,086)
−Removed: The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:
−Removed: Three Months Ended June 30, Change Six Months Ended
−Removed: June 30, Change
+Added: Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (104,201) $ (40,303) $ (63,898) $ (200,756) $ (127,772) $ (72,984)
+Added: The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:
+Added: Three Months Ended September 30, Change Nine Months Ended
+Added: September 30, Change
(in thousands) 2025 2024 2025 2024
−Removed: Net loss attributable to stockholders $ (49,402) $ (41,472) $ (7,930) $ (96,555) $ (87,469) $ (9,086)
−Removed: (Benefit from) provision for income taxes (177) (188) 11 (481) 1,215 (1,696)
+Added: Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (104,201) $ (40,303) $ (63,898) $ (200,756) $ (127,772) $ (72,984)
+Added: Provision for (benefit from) income taxes 1,061 (767) 1,828 580 448 132
Equity-based compensation expense 118 103 15 278 377 (99)
11 unchanged sentences
Other non-recurring items (2)
+Added: 955 — 955 955 — 955
Equity in earnings of unconsolidated entities — (10) 10 (50) (31) (19)
2 unchanged sentences
________________________________________________________
−Removed: (1) Includes the following items for the three months ended June 30, 2025 and 2024:
+Added: (1) Includes the following items for the three months ended September 30, 2025 and 2024:
(i) net loss of $— and $(18) and (ii) interest expense of $— and $10, respectively.
−Removed: Includes the following items for the six months ended June 30, 2025 and 2024:
+Added: Includes the following items for the nine months ended September 30, 2025 and 2024:
(i) net loss of $(50) and $(55) and (ii) interest expense of $12 and $31, respectively.
−Removed: 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.
−Removed: Total expenses increased $3.9 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects:
−Removed: • an increase in general and administrative expenses of $1.0 million and $1.3 million, respectively, due to higher professional fees;
−Removed: • 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;
+Added: (2) Includes the following items for the three and nine months ended September 30, 2025 and 2024:
+Added: non-ordinary professional fees of $955.
+Added: Total revenues decreased $1.0 million during the nine months ended September 30, 2025 primarily due to a decrease in roadside services at FYX.
+Added: Total expenses increased $4.2 million during the three months ended September 30, 2025, which primarily reflects an increase in acquisition and transaction expenses of $1.8 million primarily due to higher professional fees for a potential acquisition.
+Added: Total expenses increased $7.9 million during the nine months ended September 30, 2025, respectively, which primarily reflects:
+Added: • an increase in general and administrative expenses of $1.5 million due to higher professional fees;
+Added: • an increase in acquisition and transaction expenses of $5.2 million primarily due to higher professional fees for a potential acquisition;
partially offset by
−Removed: • a decrease in depreciation and amortization expense of $0.3 million and $0.9 million, respectively, due to assets that became fully depreciated.
+Added: • a decrease in depreciation and amortization expense of $0.8 million primarily due to assets that became fully depreciated.
Other income (expense)
−Removed: Total other expense decreased $2.1 million during the six months ended June 30, 2025, which primarily reflects an increase in capitalized interest.
+Added: Total other expense increased $62.1 million and $59.9 million during the three and nine months ended September 30, 2025, respectively, due to loss on extinguishment of the Senior Notes due 2027 during the current quarter.
Adjusted EBITDA (Non-GAAP)
−Removed: 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.
+Added: Adjusted EBITDA decreased $1.2 million and $3.5 million during the three and nine months ended September 30, 2025, respectively, 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.
−Removed: 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.
+Added: 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 $1.55 billion 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.
−Removed: 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.
+Added: 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) refinancing the existing $1.25 billion term loan through the issuance of new long-term senior notes and (iii) the consummation of the Wheeling Acquisition.
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.
1 unchanged sentence
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.
−Removed: • 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.
+Added: • Cash used for investing activities was $1.1 billion and $89.6 million during the nine months ended September 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.
−Removed: 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.
−Removed: • 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.
−Removed: • 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.
−Removed: 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).
+Added: 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, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings.
+Added: • Cash flows used in operating activities were $115.3 million and $7.2 million during the nine months ended September 30, 2025 and 2024, respectively.
+Added: • During the nine months ended September 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, (iv) the Series 2025 Bonds of $300.0 million and (v) the Bridge Loan Credit Agreement of $1.25 billion.
+Added: Additionally, during the nine months ended September 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.
−Removed: 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.
−Removed: 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.
+Added: In August 2025, we used a portion of the net proceeds from the Bridge Loan Credit Agreement to redeem the Senior Notes due 2027.
+Added: 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.
+Added: 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.
+Added: 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.
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
−Removed: Comparison of the six months ended June 30, 2025 and 2024
−Removed: The following table compares the historical cash flow for the six months ended June 30, 2025 and 2024:
−Removed: Six Months Ended June 30,
+Added: Comparison of the nine months ended September 30, 2025 and 2024
+Added: The following table compares the historical cash flow for the nine months ended September 30, 2025 and 2024:
+Added: Nine Months Ended September 30,
(in thousands) 2025 2024
1 unchanged sentence
Net cash used in operating activities $ (115,255) $ (7,223)
−Removed: Net cash provided by (used in) investing activities 78,359 (52,652)
+Added: Net cash used in investing activities (1,096,879) (89,638)
Net cash provided by financing activities 1,418,754 154,015
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Net cash used in operating activities increased $108.0 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $45.2 million, (ii) changes in working capital of $84.5 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $37.3 million and (v) an increase in amortization of other comprehensive income of $14.0 million, partially offset by (i) an increase in net income of $87.1 million, (ii) an increase in depreciation and amortization of $33.6 million, (iii) an increase in loss on modification or extinguishment of debt of $50.9 million, (iv) an increase in amortization of bond discount of $5.6 million, (v) an increase in amortization of deferred financing costs of $5.0 million, (vi) an increase in asset impairment of $4.4 million, (vii) a decrease in gain on sale of easement of $3.5 million and (viii) a decrease in gain on sale of assets, net of $2.7 million.
+Added: Net cash used in investing activities increased $1.0 billion, 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 convertible promissory notes of $31.5 million, (v) an increase in proceeds from the sale of property, plant and equipment of $2.1 million and (vi) a decrease in the acquisition of leasing equipment of $1.0 million, offset by (i) an increase in the acquisition of property, plant and equipment of $161.3 million, (ii) an increase in the investment in unconsolidated entities of $1.1 billion and (iii) a decrease in proceeds from sale of easement of $3.5 million.
+Added: Net cash used in financing activities increased $1.3 billion, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $15.8 million, (ii) an increase in redeemable preferred stock issuance costs of $20.6 million, (iii) an increase in payment of financing costs of $49.5 million, (iv) an increase in repayment of debt of $515.8 million and (v) an increase in repayment of preferred stock of $447.1 million, partially offset by (i) an increase in proceeds from debt of $1.3 billion, (ii) an increase in proceeds from the issuance of redeemable preferred stock of $1.0 billion, (iii) a decrease in distributions to non-controlling interests of $15.0 million, (iv) a decrease in settlement of equity-based compensation of $2.0 million and (v) an increase in proceeds from issuance of common stock of $2.7 million.
Debt Obligations
2 unchanged sentences
Our material cash requirements include the following contractual and other obligations:
−Removed: 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.
+Added: Debt Obligations — As of September 30, 2025, we had outstanding principal and interest payment obligations of $3.8 billion and $1.3 billion, respectively, of which, there are $1.6 billion of principal payments due and $245.5 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.
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.
−Removed: As of June 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 41% of our total assets.
−Removed: 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.
+Added: As of September 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 32% of our total assets.
+Added: Lease Obligations —As of September 30, 2025, we had outstanding operating and finance lease obligations of $171.0 million, of which $10.0 million is due within the next twelve months.
Redeemable Preferred Stock Obligations —We have dividend payments of $17.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for nine months.
3 unchanged sentences
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.
−Removed: 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.
+Added: We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash
+Added: 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.
2 unchanged sentences
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.
−Removed: As of December 31, 2024, the carrying amount of
−Removed: goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.
+Added: As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.
We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.
28 unchanged sentences
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.