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FTAI Infrastructure (FIP) - 2025 Q3 - Earnings Call Transcript
2025-10-31 13:00
Good day, and thank you for standing by. Welcome to the Q3 2025 FTAI Infrastructure Earnings Conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during this session, you will need to press Star 11 on your telephone. You will then hear an automated message advising you your hand is raised. To withdraw your question, please press Star 11 again. Please be advised that today's conference is be ...
FTAI Infrastructure (FIP) - 2025 Q3 - Earnings Call Presentation
2025-10-31 12:00
FTAI INFRASTRUCTURE Supplemental Information Third Quarter 2025 Disclaimers IN GENERAL. This disclaimer applies to this document and the verbal of any person presenting it. This document, baker locesher with any such verbal or with any such verbal "Presentation" The information contained on, or accessible through, any websites included in this Presentation is not incorporated by reference into, ond should not be con FORW ARD LOOKING STATEMENTS. Certain strements in this Pesentation may consistanter "for wor ...
FTAI Infrastructure (FIP) - 2025 Q3 - Quarterly Results
2025-10-30 20:16
Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Third Quarter 2025 Results, Declares Dividend of $0.03 per Share of Common Stock (2) Excludes Sustainability and Energy Transition and Corporate and Other segments. Third Quarter 2025 Dividends On October 29, 2025, the Company's Board of Directors (the "Board") declared a cash dividend on its common stock of $0.03 per share for the quarter ended September 30, 2025, payable on November 28, 2025 to the holders of record on November 14, 2025. Addition ...
FTAI Infrastructure Inc. Reports Third Quarter 2025 Results, Declares Dividend of $0.03 per Share of Common Stock
Globenewswire· 2025-10-30 20:15
NEW YORK, Oct. 30, 2025 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2025. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release. Business Highlights Reported $70.9 million of Adjusted EBITDA, up 54% from the second quarter of 2025.Closed the acquisition of the Wheeling & Lake Erie Railway into a voting trust on Augus ...
Repauno Port & Rail Terminal Receives Approval for Phase 3 Development
Globenewswire· 2025-10-20 10:30
Core Viewpoint - FTAI Infrastructure Inc.'s subsidiary, Delaware River Partners LLC, has received approval for the construction of underground caverns for liquefied petroleum gas storage, marking a significant expansion project along the Delaware River in New Jersey [1][2]. Group 1: Project Details - The Repauno Port and Rail Terminal will construct two underground granite caverns, each with a storage capacity of over 600,000 barrels, in addition to an existing cavern that holds 180,000 barrels [2]. - The underground storage caverns will be located over 700 feet below ground, positioning Repauno as a major energy hub for bulk liquid storage and enhancing its role in the international energy economy [3]. Group 2: Economic Impact - The construction of the caverns is expected to create over 500 local, well-paying union jobs and contribute to local commerce, aiding in the revitalization of the Delaware River industrial waterfront [5]. - The project aims to meet the growing demand for safe and reliable energy storage, thereby supporting American energy independence and long-term U.S. energy goals [4]. Group 3: Company Overview - FTAI Infrastructure focuses on investing in critical infrastructure sectors such as rail, ports, terminals, and power and gas, which generate strong cash flows and have potential for earnings growth and asset appreciation [6].
FTAI Infrastructure Inc. Announces Timing of Third Quarter 2025 Earnings and Conference Call
Globenewswire· 2025-10-02 20:15
Core Viewpoint - FTAI Infrastructure Inc. is set to announce its financial results for the third quarter of 2025 on October 30, 2025, after the market closes [1] Financial Results Announcement - The financial results will be released via a press release and an earnings supplement, which will be available on the Company's Investor Relations website [1] - A conference call to discuss the results will take place on October 31, 2025, at 8:00 A.M. Eastern Time, accessible through a registration link [2] - A simultaneous webcast of the conference call will be available for public listening, with a replay accessible from October 31 to November 7, 2025 [3] Company Overview - FTAI Infrastructure primarily invests in critical infrastructure sectors such as rail, ports and terminals, and power and gas, focusing on areas with high barriers to entry [5] - The Company aims to generate strong and stable cash flows, with potential for earnings growth and asset appreciation [5] - FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a diversified global investment firm [5]
FTAI Infrastructure (FIP) FY Conference Transcript
2025-08-27 16:47
Summary of Eftai Infrastructure Conference Call Company Overview - **Company Name**: Eftai Infrastructure - **Ticker Symbol**: FIP - **Industry**: Infrastructure and Short Line Railroads Key Points and Arguments 1. **Company History and Split**: Eftai Infrastructure and Eftai Aviation were previously one company, Eftai, Fortress Transportation and Infrastructure. The split was due to complexity and tax inefficiencies associated with K1 forms, which limited market participation. The combined stock price increased from $17 to $155 post-split, indicating a successful restructuring [2][3]. 2. **Current Stock Performance**: Eftai Aviation is performing well, projected to reach $1.70 by year-end. Eftai Infrastructure is at an inflection point with potential for significant growth, possibly doubling by year-end [4][5]. 3. **CEO's Goals for the Year**: The CEO, Ken Nicholson, outlined four main objectives for the year: - Recapitalization of the Long Ridge facility, refinancing over $1 billion in debt [6]. - Financing for Phase Two construction at the Repauno facility, securing $300 million in municipal financing [6]. - Refinancing of HoldCo debt, reducing interest expenses from $130 million to $100 million [7][24]. - Acquisition of Wheeling in West Virginia for $1.5 billion, enhancing the short line railroad business [8]. 4. **Future Projections**: Over the next 18-24 months, the company plans to divest three main assets (Long Ridge, Repauno, and Jefferson) to eliminate debt and focus on short line railroads, targeting $400 million to $500 million in EBITDA [9][16][21]. 5. **Repauno Facility Advantages**: The Repauno facility is set to benefit from underground storage capabilities, allowing for cost-effective construction compared to above-ground storage. This could lead to significant EBITDA generation [11][12][13]. 6. **Market Positioning**: The company aims to reduce reliance on U.S. Steel from 85% to the 30% range through diversification, enhancing its competitive position in the market [17]. 7. **Short Line Railroad Market**: There are approximately 500 short line railroads in the U.S., mostly family-owned. The acquisition of diversified railroads like Wheeling is competitive, with multiple buyers showing interest [30][31]. 8. **Consolidation Potential**: The company anticipates further consolidation in the short line railroad sector, potentially attracting interest from larger players like Genesee and Wyoming or Brookfield after achieving significant growth [34]. 9. **Investment Strategy**: The company emphasizes the need for patient capital, as development projects may take time to yield results. The focus is on long-term growth rather than short-term gains [22][23]. 10. **Interest from Investors**: The company has received interest from major investment firms, indicating confidence in its growth strategy and potential for high returns [60]. Other Important Information - **Management Expertise**: The management team has extensive experience in short line railroad acquisitions, with a track record of successful investments [25][26]. - **Tax Considerations**: The company expects minimal tax leakage from asset sales due to existing net operating losses [48]. - **Operational Control**: Eftai Infrastructure will operate the acquired railroads, leveraging existing management expertise to drive efficiencies [43][44]. This summary encapsulates the key insights and strategic direction of Eftai Infrastructure as discussed in the conference call, highlighting its growth potential and market positioning within the infrastructure sector.
Long Ridge Energy LLC Announces Timing of Second Quarter 2025 Earnings Conference Call
GlobeNewswire News Room· 2025-08-19 20:26
Group 1 - Long Ridge Energy LLC (LRE) will hold its second quarter 2025 investor call on August 28, 2025, at 10:00 AM EDT [1] - LRE is part of Long Ridge Energy & Power LLC (LREP), which is a wholly owned subsidiary of FTAI Infrastructure, Inc. [1] - In February 2026, LRE incurred $1 billion in new debt, consisting of $600 million in Senior Secured Notes and a $400 million Term Loan B, both due in 2032 [1] Group 2 - A simultaneous webcast of the investor call will be available to the public on a listen-only basis [2] - Long Ridge will post its second quarter 2025 financial statements and an investor presentation on its website prior to the earnings call [2] Group 3 - Long Ridge Energy and Power LLC operates a 485 MW combined cycle power plant and natural gas wells in Southeastern Ohio and West Virginia [3] - The company is developing additional opportunities for data centers on its property and utilizes its Ohio River access for commodity transloading and storage [3] Group 4 - FTAI Infrastructure focuses on investing in critical infrastructure with high barriers to entry, generating strong cash flows and potential for earnings growth [4] - FTAI Infrastructure is managed by an affiliate of Fortress Investment Group LLC, a diversified global investment firm [4]
FTAI Infrastructure (FIP) - 2025 Q2 - Quarterly Report
2025-08-15 16:18
```markdown [SEC Filing Information](index=1&type=section&id=SEC%20Filing%20Information) [Registrant Information](index=1&type=section&id=Registrant%20Information) FTAI Infrastructure Inc. (FIP), a Delaware corporation, is a large accelerated filer listed on The Nasdaq Global Select Market - Registrant: **FTAI INFRASTRUCTURE INC.**[1](index=1&type=chunk) - State of Incorporation: **Delaware**[2](index=2&type=chunk) - Principal Executive Offices: 1345 Avenue of the Americas, 45th Floor, New York, NY 10105[2](index=2&type=chunk) Common Stock Listing Details | Title of each class | Trading Symbol | Name of exchange on which registered | | :------------------ | :------------- | :----------------------------------- | | Common Stock, par value $0.01 per share | FIP | The Nasdaq Global Select Market | Company Filer Status | Filer Status | Status | | :------------- | :----- | | Large accelerated filer | Yes | | Accelerated filer | No | | Non-accelerated filer | No | | Smaller reporting company | No | | Emerging growth company | No | - As of August 11, **2025**, the number of outstanding shares of common stock was **115,087,817** shares[5](index=5&type=chunk) [Forward-Looking Statements and Risk Factors Summary](index=2&type=section&id=FORWARD-LOOKING%20STATEMENTS%20AND%20RISK%20FACTORS%20SUMMARY) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to risks and uncertainties, cautioning against undue reliance - Forward-looking statements are identified by words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," "target," "projects," "contemplates" or their negative versions[7](index=7&type=chunk) - Such statements are subject to various risks and uncertainties relating to operations, financial results, financial condition, business, prospects, growth strategy, and liquidity[8](index=8&type=chunk) - The company does not undertake any obligation to publicly update or review any forward-looking statement except as required by law[9](index=9&type=chunk) [Risk Factors Summary](index=2&type=section&id=Risk%20Factors%20Summary) Principal risks include operating as a standalone public company, economic conditions, acquisition challenges, and regulatory compliance - Key risks include the ability to operate as a **standalone public company**, changes in economic conditions (including global conflicts and public health crises), reductions in cash flows from assets, and the ability to take advantage of acquisition opportunities at favorable prices[8](index=8&type=chunk) - Operational risks involve customer defaults, ability to renew/enter contracts, competition in rail, energy, and intermodal sectors, integration of acquired businesses, and asset obsolescence[8](index=8&type=chunk) - Financial and regulatory risks include the availability and cost of capital, exposure to oil and gas industry volatility, maintaining **Investment Company Act exemption**, foreign currency risk, and the effectiveness of internal control over financial reporting[8](index=8&type=chunk) - Other significant risks are related to the recent acquisition of Softbank's equity in Fortress Investment Group, stock price volatility, inability to pay future dividends, and challenges in completing and integrating the **Wheeling Corporation** acquisition[11](index=11&type=chunk) [PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Consolidated Financial Statements of FTAI Infrastructure Inc.](index=5&type=section&id=Item%201.%20Unaudited%20Consolidated%20Financial%20Statements%20of%20FTAI%20Infrastructure%20Inc.) This section presents **FTAI Infrastructure Inc.**'s unaudited consolidated financial statements and detailed notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20June%2030,%202025%20and%20December%2031,%202024) Total assets and liabilities significantly increased from December **2024** to June **2025**, driven by the **Long Ridge Energy & Power LLC** acquisition Consolidated Balance Sheet Summary | Metric (in millions) | June 30, 2025 | December 31, 2024 | Change (in millions) | Percentage Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------------------ | | Total assets | $4.41 billion | $2.37 billion | $2.03 billion | **85.6%** | | Total liabilities | $3.63 billion | $1.92 billion | $1.71 billion | **89.3%** | | Redeemable preferred stock | $550.29 million | $381.22 million | $169.08 million | **44.4%** | | Total equity | $225.63 million | $75.14 million | $150.49 million | **200.3%** | - The increase in total assets and liabilities is largely attributable to the acquisition of **Long Ridge Energy & Power LLC** in February **2025**[51](index=51&type=chunk)[86](index=86&type=chunk) [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030,%202025%20and%202024) Net loss increased for the three months ended June **30**, **2025**, but net income for the six-month period turned positive due to a gain on asset sale Consolidated Statements of Operations (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :-------------------- | :------------------------------- | :------------------------------- | :----- | | Total revenues | $122.29 million | $84.89 million | $37.40 million | | Total expenses | $129.08 million | $87.93 million | $41.16 million | | Total other (expense) income | ($62.21 million) | ($44.84 million) | ($17.38 million) | | Net (loss) income | ($69.96 million) | ($48.14 million) | ($21.82 million) | | Net (loss) income attributable to stockholders | ($79.82 million) | ($54.35 million) | ($25.47 million) | | Basic (loss) earnings per share | ($0.73) | ($0.52) | ($0.21) | Consolidated Statements of Operations (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------- | :----------------------------- | :----------------------------- | :----- | | Total revenues | $218.45 million | $167.42 million | $51.03 million | | Total expenses | $232.31 million | $181.81 million | $50.50 million | | Total other (expense) income | $23.50 million | ($81.98 million) | $105.48 million | | Net (loss) income | $50.21 million | ($98.44 million) | $148.64 million | | Net (loss) income attributable to stockholders | $29.91 million | ($110.93 million) | $140.84 million | | Basic (loss) earnings per share | $0.21 | ($1.06) | $1.27 | - The significant improvement in net income for the six-month period was largely due to a **$119.8 million** gain on sale of assets, net, in **2025**, compared to a loss in **2024**, primarily from the **Long Ridge Energy & Power LLC** acquisition[18](index=18&type=chunk)[88](index=88&type=chunk) [Consolidated Statements of Comprehensive (Loss) Income](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20for%20the%20three%20and%20six%20months%20ended%20June%2030,%202025%20and%202024) Comprehensive loss increased for the three months ended June **30**, **2025**, while comprehensive income significantly improved for the six-month period due to derivatives Consolidated Statements of Comprehensive (Loss) Income (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :-------------------- | :------------------------------- | :------------------------------- | :----- | | Net (loss) income | ($69.96 million) | ($48.14 million) | ($21.82 million) | | Other comprehensive (loss) income related to derivatives | ($17.47 million) | $22.22 million | ($39.69 million) | | Change in pension and other employee benefit accounts | ($0.56 million) | $26.16 million | ($26.72 million) | | Comprehensive (loss) income | ($87.99 million) | $0.24 million | ($88.22 million) | | Comprehensive (loss) income attributable to stockholders | ($76.89 million) | $11.64 million | ($88.52 million) | Consolidated Statements of Comprehensive (Loss) Income (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------- | :----------------------------- | :----------------------------- | :----- | | Net (loss) income | $50.21 million | ($98.44 million) | $148.64 million | | Other comprehensive (loss) income related to derivatives | $141.08 million | $1.10 million | $139.98 million | | Change in pension and other employee benefit accounts | ($1.12 million) | $26.14 million | ($27.26 million) | | Comprehensive (loss) income | $190.17 million | ($71.19 million) | $261.36 million | | Comprehensive (loss) income attributable to stockholders | $212.67 million | ($49.10 million) | $261.77 million | [Consolidated Statements of Changes in Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030,%202025%20and%202024) Total equity increased from December **2024** to June **2025**, primarily due to net income and other comprehensive income, partially offset by dividends Consolidated Statements of Changes in Equity Summary | Metric (in millions) | December 31, 2024 | June 30, 2025 | Change | | :-------------------- | :---------------- | :------------ | :----- | | Total Equity | $75.14 million | $225.63 million | $150.49 million | | Net income (loss) | ($405.82 million) (Accumulated Deficit) | ($333.11 million) (Accumulated Deficit) | $72.71 million | | Other comprehensive income (loss) | ($157.05 million) | ($17.08 million) | $139.97 million | | Issuance of common shares | $1.14 million (Common Stock) | $1.15 million (Common Stock) | $0.01 million | | Issuance of warrants | $0 | $1.01 million (Additional Paid In Capital) | $1.01 million | | Issuance of Manager options | $0 | $7.36 million (Additional Paid In Capital) | $7.36 million | | Dividends declared on common stock | $0 | ($6.89 million) | ($6.89 million) | | Dividends and accretion of redeemable preferred stock | $0 | ($42.80 million) | ($42.80 million) | | Equity-based compensation | $0 | $2.16 million | $2.16 million | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20three%20and%20six%20months%20ended%20June%2030,%202025%20and%202024) Net cash used in operating activities increased for the six months ended June **30**, **2025**, while investing and financing activities saw significant increases Consolidated Statements of Cash Flows Summary | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | ($90.87 million) | ($21.47 million) | ($69.40 million) | | Net cash provided by (used in) investing activities | $78.36 million | ($52.65 million) | $131.01 million | | Net cash provided by financing activities | $313.48 million | $173.11 million | $140.37 million | | Net increase in cash and cash equivalents and restricted cash | $300.97 million | $98.99 million | $201.98 million | | Cash and cash equivalents and restricted cash, end of period | $448.26 million | $186.47 million | $261.80 million | - The increase in cash used in operating activities was primarily due to changes in working capital, equity in earnings of unconsolidated entities, and a gain on sale of subsidiaries, partially offset by increased net income and depreciation[310](index=310&type=chunk) - Investing activities were significantly impacted by the acquisition of business (net of cash acquired) of **$226.6 million** in **2025**[25](index=25&type=chunk)[311](index=311&type=chunk) - Financing activities saw increased proceeds from debt (**$494.07 million** in **2025** vs. **$449.69 million** in **2024**) and a decrease in debt repayment (**$126.10 million** in **2025** vs. **$242.00 million** in **2024**)[25](index=25&type=chunk)[312](index=312&type=chunk) [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section presents **FTAI Infrastructure Inc.**'s unaudited consolidated financial statements and detailed notes [Note 1: Organization](index=12&type=section&id=Note%201:%20Organization) **FTAI Infrastructure Inc.**, a spin-off from **FTAI Aviation Ltd.**, operates five segments: **Railroad**, **Jefferson Terminal**, **Repauno**, **Power and Gas**, and **Sustainability and Energy Transition** - **FTAI Infrastructure Inc.** was formed on December **13**, **2021**, as a spin-off of the infrastructure business from **FTAI Aviation Ltd.**[26](index=26&type=chunk) - The company operates five reportable segments: **Railroad**, **Jefferson Terminal**, **Repauno**, **Power and Gas**, and **Sustainability and Energy Transition**[26](index=26&type=chunk) - Key assets include six freight railroads (**Transtar**), a multi-modal crude oil and refined products terminal (**Jefferson Terminal**), a deep-water port (**Repauno**), a multi-modal terminal with a power plant (**Long Ridge**), and equity investments in battery/metal recycling technology ventures (Aleon and Gladieux)[26](index=26&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=12&type=section&id=Note%202:%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's **U.S. GAAP** accounting principles, consolidation methods, risk management, and liquidity plans, including debt refinancing - The financial statements are prepared in accordance with **U.S. GAAP** and consolidate entities where the company has a controlling financial interest or is the primary beneficiary of a VIE[28](index=28&type=chunk)[29](index=29&type=chunk) - The company faces credit, market, and capital market risks, but has limited exposure to foreign currency risk as all arrangements are in U.S. dollars[32](index=32&type=chunk) - Management has identified a liquidity risk related to **$302.5 million** of debt due in approximately **12** months but has a plan to alleviate this risk through refinancing and new long-term senior notes[33](index=33&type=chunk) - Revenue recognition policies are detailed for terminal services (over time), rail (as services performed), roadside services (at point of time), and power/gas (upon generation/delivery)[58](index=58&type=chunk)[59](index=59&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - Goodwill increased due to the acquisition of **Long Ridge Energy & Power LLC** in February **2025**, with carrying amounts allocated across **Jefferson Terminal**, **Railroad**, **Corporate and Other**, and **Power and Gas** segments[51](index=51&type=chunk) - The company has significant customer concentration, with one **Railroad** segment customer accounting for **32%** of total revenues and one **Jefferson Terminal** customer for **11%** of total revenues for the three and six months ended June **30**, **2025**[73](index=73&type=chunk) [Note 3: Acquisition of Long Ridge Energy & Power LLC](index=18&type=section&id=Note%203:%20Acquisition%20of%20Long%20Ridge%20Energy%20%26%20Power%20LLC) **FTAI Infrastructure Inc.** acquired the remaining **49.9%** interest in **Long Ridge Energy & Power LLC** for **$484.73 million**, resulting in a **$120.0 million** gain on sale of assets - Acquisition Date: February **26**, **2025**[86](index=86&type=chunk) - Acquired Interest: **49.9%** (resulting in **100%** ownership)[86](index=86&type=chunk) - Accounting Method: Step acquisition, remeasuring pre-existing equity interest to fair value[88](index=88&type=chunk) Preliminary Purchase Price Allocation (February 26, 2025) | Item | Amount (in millions) | | :-------------------------------- | :-------------------- | | Gain on sale of assets | $120.00 million | | Income tax benefit | $9.20 million | | Acquisition and transaction expense (3 months) | $0.60 million | | Acquisition and transaction expense (6 months) | $2.20 million | Preliminary Purchase Price Allocation (February 26, 2025) | Asset/Liability | Fair Value (in millions) | | :-------------------------- | :------------------------ | | Total assets acquired | $1.78 billion | | Total liabilities assumed | $1.42 billion | | Goodwill | $125.86 million | | Total preliminary purchase consideration | $484.73 million | - Goodwill of **$125.86 million** is assigned to the **Power and Gas** segment and is not tax deductible[90](index=90&type=chunk) [Note 4: Leasing Equipment, net](index=20&type=section&id=Note%204:%20Leasing%20Equipment,%20net) Net leasing equipment remained stable at **$37.20 million** as of June **30**, **2025**, with depreciation expense of **$0.41 million** for the three months Leasing Equipment, Net | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Leasing equipment | $49.83 million | $49.26 million | | Less: Accumulated depreciation | ($12.63 million) | ($11.81 million) | | Leasing equipment, net | $37.20 million | $37.45 million | Leasing Equipment Depreciation Expense | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Depreciation expense for leasing equipment | $412 | $345 | $822 | $676 | - **Jefferson Terminal** entered into a sales-type lease in December **2023**, recognizing a **$6.6 million** gain and generating interest income of **$0.2 million** for the three months and **$0.4 million** for the six months ended June **30**, **2025**[96](index=96&type=chunk)[97](index=97&type=chunk) [Note 5: Property, Plant and Equipment, net](index=21&type=section&id=Note%205:%20Property,%20Plant%20and%20Equipment,%20net) Net property, plant and equipment significantly increased to **$3.23 billion** at June **30**, **2025**, primarily due to the **Long Ridge** acquisition Property, Plant and Equipment, Net | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total property, plant and equipment | $3.64 billion | $2.00 billion | | Less: Accumulated depreciation | ($406.89 million) | ($350.74 million) | | Property, plant and equipment, net | $3.23 billion | $1.65 billion | - The substantial increase in property, plant and equipment is largely due to the acquisition of **Long Ridge Energy & Power LLC**, which added significant assets like power generation, unproved and proved oil and gas properties, and land[90](index=90&type=chunk)[91](index=91&type=chunk)[98](index=98&type=chunk) Property, Plant and Equipment Depreciation Expense | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Depreciation expense | $32.58 million | $17.93 million | $56.18 million | $36.24 million | [Note 6: Investments](index=22&type=section&id=Note%206:%20Investments) Investments, primarily equity method, increased to **$17.73 million** at June **30**, **2025**, reflecting ongoing investments and the consolidation of **Long Ridge** Investment Carrying Values | Investment | Ownership Percentage | Carrying Value (June 30, 2025) (in millions) | Carrying Value (December 31, 2024) (in millions) | | :-------------------------- | :------------------- | :------------------------------------ | :------------------------------------ | | Clean Planet Energy USA LLC | **50.0%** | $17.73 million | $12.41 million | | Total Investments | | $17.73 million | $12.53 million | Equity in (Losses) Earnings from Investments | Investment | Equity in (Losses) Earnings (3 Months Ended June 30, 2025) (in millions) | Equity in (Losses) Earnings (3 Months Ended June 30, 2024) (in millions) | Equity in (Losses) Earnings (6 Months Ended June 30, 2025) (in millions) | Equity in (Losses) Earnings (6 Months Ended June 30, 2024) (in millions) | | :-------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | | GM-FTAI Holdco LLC | ($1.90 million) | ($5.14 million) | ($7.11 million) | ($9.63 million) | | Clean Planet Energy USA LLC | ($0.10 million) | ($0.32 million) | ($0.21 million) | ($0.71 million) | | Total | ($2.00 million) | ($12.79 million) | $3.32 million | ($24.69 million) | - **Long Ridge Energy & Power LLC**, previously an equity method investment, is now **100%** owned and consolidated as of June **30**, **2025**[99](index=99&type=chunk)[104](index=104&type=chunk) - The company invested **$5.0 million** in **E-Circuit Motors, Inc.** for Series D preferred equity and warrants in March **2024**, recorded in Other assets[114](index=114&type=chunk)[115](index=115&type=chunk) [Note 7: Intangible Assets, net](index=24&type=section&id=Note%207:%20Intangible%20Assets,%20net) Net intangible assets decreased slightly to **$45.22 million** at June **30**, **2025**, with customer relationships as the primary asset and **$1.01 million** amortization expense Intangible Assets, Net | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Customer relationships | $96.51 million | $95.51 million | | Less: Accumulated amortization | ($51.29 million) | ($49.28 million) | | Total intangible assets, net | $45.22 million | $46.23 million | - A new **$1.0 million** intangible asset for customer relationships was recorded in the **Power and Gas** segment due to the **Long Ridge** acquisition[90](index=90&type=chunk)[116](index=116&type=chunk) Amortization of customer relationships | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Amortization of customer relationships | $1.01 million | $1.89 million | $2.01 million | $3.77 million | Estimated Net Annual Amortization of Intangibles (as of June 30, 2025) | Year | Amount (in millions) | | :--- | :-------------------- | | Remainder of 2025 | $2.03 million | | 2026 | $4.07 million | | 2027 | $4.07 million | | 2028 | $4.07 million | | 2029 | $4.07 million | | Thereafter | $26.92 million | | Total | $45.22 million | [Note 8: Debt, net](index=25&type=section&id=Note%208:%20Debt,%20net) Total debt, net, more than doubled to **$3.08 billion** at June **30**, **2025**, due to new borrowings for the **Long Ridge** acquisition and Series **2025** Bonds Debt, Net Summary | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total debt | $3.12 billion | $1.60 billion | | Less: Debt issuance costs | ($31.69 million) | ($14.80 million) | | Total debt, net | $3.08 billion | $1.59 billion | | Principal debt due within one year | $84.57 million | $50.00 million | | Total principal debt, net due within one year | $82.75 million | $48.59 million | - New debt issuances include **$600.0 million** in **8.75%** Senior Notes due **2032** and a **$399.0 million Long Ridge Credit Agreement** (**SOFR** + **4.50%**) due **2032**, both related to the **Long Ridge** acquisition[121](index=121&type=chunk)[122](index=122&type=chunk) - The company issued **$300.0 million** in Series **2025** Bonds and a **$100.0 million DRP DB Term Loan** (**8.50%**) in May **2025**[127](index=127&type=chunk)[128](index=128&type=chunk) - Debt repayments included the October **2024 Jefferson Credit Agreement** (**$50.0 million**), March **2025 Repauno Credit Agreement** (**$30.0 million**), and **DRP Revolver** (**$44.3 million**)[124](index=124&type=chunk)[125](index=125&type=chunk)[129](index=129&type=chunk) - Loss on modification of debt totaled **$4.07 million** for the six months ended June **30**, **2025**, primarily from these repayments[18](index=18&type=chunk)[131](index=131&type=chunk) [Note 9: Fair Value Measurements](index=27&type=section&id=Note%209:%20Fair%20Value%20Measurements) Financial assets and liabilities are measured at fair value using a hierarchy of inputs, with most debt approximating carrying values due to market rates - Fair value measurements are categorized into Level **1** (quoted prices in active markets), Level **2** (observable inputs other than Level **1**), and Level **3** (unobservable inputs)[133](index=133&type=chunk) Fair Value of Financial Assets (June 30, 2025) | Asset (in millions) | Total | Level 1 | Level 2 | Level 3 | | :------------------- | :---- | :------ | :------ | :------ | | Cash and cash equivalents | $33.63 million | $33.63 million | $— | $— | | Restricted cash and cash equivalents | $414.64 million | $414.64 million | $— | $— | | Notes receivable | $12.66 million | $— | $12.66 million | $— | | Total assets | $460.92 million | $448.26 million | $12.66 million | $— | Fair Value of Financial Liabilities (June 30, 2025) | Liability (in millions) | Total | Level 1 | Level 2 | Level 3 | | :----------------------- | :---- | :------ | :------ | :------ | | Derivative liabilities | ($168.78 million) | $— | ($168.78 million) | $— | | Total liabilities | ($168.78 million) | $— | ($168.78 million) | $— | - The fair value of electricity derivative liabilities is estimated using the income approach, based on discounted projected future cash flows, power forward curves, probability of default, and discount rates[136](index=136&type=chunk) - The fair value of most other debt instruments approximates their carrying values due to bearing market rates of interest and are classified as Level **2**[140](index=140&type=chunk) [Note 10: Derivative Financial Instruments](index=29&type=section&id=Note%2010:%20Derivative%20Financial%20Instruments) The company uses electricity swaps as **cash flow hedges** and interest rate swaps to manage **SOFR** risk, with significant derivative liabilities of **$168.78 million** - Electricity swaps are designated as **cash flow hedges** to mitigate price risk from electricity sales, with realized gains/losses recognized in Revenues[142](index=142&type=chunk) - Interest rate swaps are used to manage **SOFR** increases on the **Long Ridge Credit Agreement** but are not designated as hedging instruments; unrealized and realized gains/losses are recognized in Interest expense[144](index=144&type=chunk) Outstanding Derivative Contracts (June 30, 2025) | Derivative Type | Notional Amount | Fair Value of Liabilities (in millions) | Term | | :-------------------------- | :-------------- | :------------------------------------- | :----- | | Electricity Swaps (MWh) | **20,970** | ($167.96 million) | **4** to **7** Years | | Interest Rate Swaps ($) | **200,000** | ($0.83 million) | **3** Years | | Total | | ($168.78 million) | | - The company provided **$11.0 million** in letters of credit to electricity swap counterparties[143](index=143&type=chunk) [Note 11: Revenues](index=30&type=section&id=Note%2011:%20Revenues) Total revenues increased significantly for both periods, primarily driven by the **Long Ridge Energy & Power LLC** acquisition and new **Power and Gas** revenues Total Revenues by Segment | Segment | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Railroad | $42.14 million | $45.64 million | $84.77 million | $91.95 million | | Jefferson Terminal | $21.63 million | $21.17 million | $41.08 million | $39.79 million | | Repauno | $2.99 million | $3.86 million | $6.80 million | $7.94 million | | Power and Gas | $41.80 million | $0 | $59.09 million | $0 | | Corporate and Other | $13.73 million | $14.21 million | $26.71 million | $27.74 million | | Total Revenues | $122.29 million | $84.89 million | $218.45 million | $167.42 million | - **Power** revenues (**$38.01 million** for **3** months, **$53.79 million** for **6** months) and **Gas** revenues (**$2.96 million** for **3** months, **$4.15 million** for **6** months) are new revenue streams in **2025** due to the **Long Ridge** acquisition[148](index=148&type=chunk) - **Rail** revenues decreased by **$3.48 million** (**3** months) and **$7.20 million** (**6** months) year-over-year[148](index=148&type=chunk)[150](index=150&type=chunk) - Terminal services revenues remained stable for the three months and increased slightly for the six months, while Roadside services revenues decreased[148](index=148&type=chunk)[150](index=150&type=chunk) [Note 12: Equity-Based Compensation](index=31&type=section&id=Note%2012:%20Equity-Based%20Compensation) The Incentive Plan authorizes **30.0 million** shares for equity awards, with the **Manager** receiving options for **2.9 million** common shares in February **2025** - The Nonqualified Stock Option and Incentive Award Plan (**Incentive Plan**) provides for the issuance of up to **30.0 million** shares[153](index=153&type=chunk) - In February **2025**, the **Manager** received options to purchase **2.9 million** common shares at **$5.61** per share, with a grant date fair value of **$7.4 million**[155](index=155&type=chunk) Subsidiary Stock-Based Compensation Expense | Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted shares | $70 | $179 | $140 | $179 | | Common units | $358 | $290 | $716 | $580 | | Total | $428 | $469 | $856 | $759 | RSUs to Subsidiary Employees Compensation Expense | Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted stock units | $479 | $1.24 million | $1.29 million | $3.29 million | | Total | $479 | $1.24 million | $1.29 million | $3.29 million | [Note 13: Retirement Benefit Plans](index=32&type=section&id=Note%2013:%20Retirement%20Benefit%20Plans) The company maintains defined benefit pension and postretirement plans for **Transtar** employees, with total pension costs of **$1.03 million** for the six months - The company has a defined benefit pension plan and a postretirement benefit plan for eligible **Transtar** employees[160](index=160&type=chunk) - In Q**2** **2024**, an amendment to the postretirement benefit plan decreased the liability by **$28.2 million**[162](index=162&type=chunk) Retirement Benefit Plan Costs (Benefits) | Metric | Three Months Ended June 30, 2025 (Pension) (in thousands) | Three Months Ended June 30, 2025 (Postretirement) (in thousands) | Three Months Ended June 30, 2024 (Pension) (in thousands) | Three Months Ended June 30, 2024 (Postretirement) (in thousands) | | :-------------------------- | :--------------------------------------- | :---------------------------------------------- | :--------------------------------------- | :---------------------------------------------- | | Service costs | $375 | $85 | $373 | $152 | | Interest costs | $215 | $79 | $153 | $136 | | Expected return on plan assets | ($79) | $— | ($50) | $— | | Amortization of prior service costs | $2 | ($435) | $— | ($314) | | Amortization of actuarial gains | $— | ($126) | ($3) | ($111) | | Total | $513 | ($397) | $473 | ($137) | Retirement Benefit Plan Costs (Benefits) | Metric | Six Months Ended June 30, 2025 (Pension) (in millions) | Six Months Ended June 30, 2025 (Postretirement) (in thousands) | Six Months Ended June 30, 2024 (Pension) (in millions) | Six Months Ended June 30, 2024 (Postretirement) (in thousands) | | :-------------------------- | :--------------------------------------- | :---------------------------------------------- | :--------------------------------------- | :---------------------------------------------- | | Service costs | $0.75 million | $170 | $0.75 million | $636 | | Interest costs | $0.43 million | $158 | $0.31 million | $545 | | Expected return on plan assets | ($0.16 million) | $— | ($0.10 million) | $— | | Amortization of prior service costs | $0.00 million | ($870) | $— | ($274) | | Amortization of actuarial gains | $— | ($252) | ($0.01 million) | ($111) | | Total | $1.03 million | ($794) | $0.95 million | $796 | - Total employer contributions for the six months ended June **30**, **2025**, were **$1.0 million**, with an expected **$1.8 million** remaining for the year[164](index=164&type=chunk) [Note 14: Income Taxes](index=33&type=section&id=Note%2014:%20Income%20Taxes) The company reported a significant income tax benefit of **$40.56 million** for the six months ended June **30**, **2025**, due to a partial release of the valuation allowance Income Tax Provision (Benefit) | Component | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Current | $423 | $111 | $0.74 million | $0.58 million | | Deferred | $529 | $156 | ($41.30 million) | $1.49 million | | Total Provision (Benefit) | $952 | $267 | ($40.56 million) | $2.07 million | - The significant tax benefit for the six months ended June **30**, **2025**, was due to a partial release of the valuation allowance and reclassification of taxes from Accumulated other comprehensive loss, resulting from the **Long Ridge Energy & Power LLC** acquisition[167](index=167&type=chunk) - A valuation allowance has been established against net U.S. federal and state deferred tax assets, including net operating loss carryforwards[166](index=166&type=chunk) - The company is assessing the potential impact of the recently enacted **One Big Beautiful Bill Act (OBBBA)** on its financial statements[169](index=169&type=chunk) [Note 15: Management Agreement and Affiliate Transactions](index=34&type=section&id=Note%2015:%20Management%20Agreement%20and%20Affiliate%20Transactions) **FTAI Infrastructure Inc.** is externally managed by **FIG LLC**, incurring annual management fees and expense reimbursements, with inherent conflicts of interest - The company is externally managed by **FIG LLC** (the "**Manager**") under a Management Agreement with an initial term of six years[170](index=170&type=chunk) - The **Manager** receives an annual management fee (**1.50%** of average total equity) and incentive fees (Income Incentive Fee and Capital Gains Incentive Fee)[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) Management Fees and Incentive Allocation | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Management fee | $3.68 million | $2.78 million | $6.22 million | $5.78 million | | Income incentive fee | $— | $— | $— | $— | | Capital gains incentive fee | $— | $— | $— | $— | | Total | $3.68 million | $2.78 million | $6.22 million | $5.78 million | Reimbursements to the Manager | Classification | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative | $1.58 million | $1.09 million | $3.27 million | $2.43 million | | Acquisition and transaction expenses | $0.86 million | $0.25 million | $1.52 million | $0.57 million | | Total | $2.43 million | $1.34 million | $4.79 million | $3.00 million | - Accrued management fees due to the **Manager** were **$6.26 million** as of June **30**, **2025**[181](index=181&type=chunk) - Certain employees of the **Manager** and their related parties collectively own approximately **20%** interest in **Jefferson Terminal**, accounted for as non-controlling interest[182](index=182&type=chunk) [Note 16: Segment Information](index=36&type=section&id=Note%2016:%20Segment%20Information) The company operates five reportable segments, with the newly consolidated **Power and Gas** segment significantly boosting total revenues and **Adjusted EBITDA** - The five reportable segments are **Railroad**, **Jefferson Terminal**, **Repauno**, **Power and Gas**, and **Sustainability and Energy Transition**, all operating in North America[186](index=186&type=chunk) - The **Power and Gas** segment is comprised of **Long Ridge**, a multi-modal terminal with a power plant, and was fully consolidated in February **2025**[186](index=186&type=chunk) - The CODM (**Chief Executive Officer**) evaluates investment performance primarily based on **Adjusted EBITDA**[188](index=188&type=chunk) Adjusted EBITDA (Non-GAAP) by Segment | Segment | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Railroad | $20.67 million | $22.12 million | $40.60 million | $43.78 million | | Jefferson Terminal | $11.08 million | $12.33 million | $19.03 million | $19.13 million | | Repauno | ($2.08 million) | ($1.50 million) | ($3.53 million) | ($3.19 million) | | Power and Gas | $22.97 million | $8.85 million | $161.06 million | $19.24 million | | Sustainability and Energy Transition | $0.82 million | ($2.78 million) | ($0.80 million) | ($4.64 million) | | Corporate and Other | ($7.55 million) | ($4.75 million) | ($15.22 million) | ($12.83 million) | | Total Adjusted EBITDA | $45.92 million | $34.26 million | $201.14 million | $61.49 million | Total Assets by Segment | Segment | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------- | :------------ | :---------------- | | Railroad | $690.07 million | $710.91 million | | Jefferson Terminal | $1.26 billion | $1.27 billion | | Repauno | $599.51 million | $341.64 million | | Power and Gas | $1.79 billion | $0.12 million | | Sustainability and Energy Transition | $30.94 million | $24.36 million | | Corporate and Other | $39.95 million | $23.73 million | | Total Assets | $4.41 billion | $2.37 billion | [Note 17: Redeemable Preferred Stock](index=46&type=section&id=Note%2017:%20Redeemable%20Preferred%20Stock) The company has **Series A** and **Series B Redeemable Preferred Stock**, both classified as **temporary equity** due to contingent redemption clauses - **Series A Preferred Stock** was issued on August **1**, **2022**, with **300,000** shares outstanding[203](index=203&type=chunk) - **Series A** dividends are **14.0%** per annum, increasing by **2.0%** if not paid in cash during the first two years, and by **1.0%** on the fifth anniversary[206](index=206&type=chunk) - Failure to pay cash dividends for **12** months after the second anniversary constitutes an event of noncompliance[206](index=206&type=chunk) - **Series B Preferred Stock** was issued on February **26**, **2025**, for **$160.0 million** (**160,000** shares)[211](index=211&type=chunk) - **Series B** dividends are **9.00%** cash or **10.00%** PIK per annum[214](index=214&type=chunk) - Dividends are not recorded as redemption is not currently expected[215](index=215&type=chunk) - Both **Series A** and **Series B** are classified as **temporary equity** due to contingent redemption clauses, but **Series B** is not currently probable of becoming redeemable[54](index=54&type=chunk)[55](index=55&type=chunk)[216](index=216&type=chunk) - If **Series B** were converted at the option of the holder as of June **30**, **2025**, it would convert to **20,238,260** shares of common stock[221](index=221&type=chunk) [Note 18: Earnings per Share and Equity](index=48&type=section&id=Note%2018:%20Earnings%20per%20Share%20and%20Equity) Basic and diluted EPS for the six months ended June **30**, **2025**, were **$0.21**, a significant improvement from **2024**, with increased weighted average common stock outstanding - Basic EPS is calculated by dividing net income attributable to stockholders by weighted average common stock outstanding[222](index=222&type=chunk) - Diluted EPS includes potentially dilutive securities using the treasury stock method[222](index=222&type=chunk) Earnings Per Share Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income attributable to common stockholders (in millions) | ($83.90 million) | ($54.35 million) | $24.36 million | ($110.93 million) | | Weighted Average Common Stock Outstanding - Basic | **114,880,817** | **105,039,831** | **114,491,338** | **104,612,209** | | Weighted Average Common Stock Outstanding - Diluted | **114,880,817** | **105,039,831** | **115,260,452** | **104,612,209** | | Basic (loss) earnings per share | ($0.73) | ($0.52) | $0.21 | ($1.06) | | Diluted (loss) earnings per share | ($0.73) | ($0.52) | $0.21 | ($1.06) | - For the three months ended June **30**, **2025**, **20,443,245** common shares were excluded from diluted EPS calculation due to anti-dilutive impact[223](index=223&type=chunk) - For the six months, **13,590,885** shares were excluded[223](index=223&type=chunk) - **550,000 Series A Warrants** were issued in February **2025** with an exercise price of **$10.00** per share, increasing total outstanding warrants to **3,892,566**[225](index=225&type=chunk)[226](index=226&type=chunk) [Note 19: Commitments and Contingencies](index=49&type=section&id=Note%2019:%20Commitments%20and%20Contingencies) The company is involved in legal proceedings and may have contingent payment obligations related to acquisitions, with **$10.0 million** resolved for **Repauno** - The company may be involved in legal proceedings and regulatory investigations in the ordinary course of business[228](index=228&type=chunk) - A contingent payment arrangement with **Repauno**'s non-controlling interest holder for up to **$15.0 million** has had **$10.0 million** resolved and paid by December **31**, **2022**[229](index=229&type=chunk) [Note 20: Subsequent Events](index=49&type=section&id=Note%2020:%20Subsequent%20Events) On August **6**, **2025**, a subsidiary agreed to acquire **The Wheeling Corporation** for **$1.05 billion**, supported by debt and preferred equity commitments, and a common stock dividend was declared - On August **6**, **2025**, Percy Acquisition LLC (a subsidiary) entered into an agreement to acquire **The Wheeling Corporation** for a base purchase price of **$1.05 billion**[230](index=230&type=chunk) - The **Wheeling Acquisition** is supported by a **$1.25 billion** bridge term loan facility and a **$1.0 billion** preferred stock commitment from **Ares Management LLC**[231](index=231&type=chunk) - On August **7**, **2025**, a cash dividend of **$0.03** per share was declared for common stock for the quarter ended June **30**, **2025**[234](index=234&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, results of operations, key performance drivers, segment performance, liquidity, and critical accounting estimates [Overview](index=51&type=section&id=Overview) **FTAI Infrastructure Inc.** acquires, develops, and operates critical infrastructure assets in transportation, energy, and industrial products, with **$4.4 billion** in total consolidated assets - **FTAI Infrastructure Inc.** acquires, develops, and operates critical infrastructure assets for transportation, energy, and industrial products industries[236](index=236&type=chunk) - The company targets long-lived assets or operating businesses with high barriers to entry, strong margins, stable cash flows, and upside from earnings growth and asset appreciation[237](index=237&type=chunk) - As of June **30**, **2025**, total consolidated assets were **$4.4 billion** and redeemable preferred stock and equity totaled **$0.8 billion**[237](index=237&type=chunk) [Operating Segments](index=51&type=section&id=Operating%20Segments) The company operates five reportable segments across North America, with the **Power and Gas** segment being a key area, and **KRS** moved to **Corporate and Other** - The company has five reportable segments: **Railroad**, **Jefferson Terminal**, **Repauno**, **Power and Gas**, and **Sustainability and Energy Transition**[238](index=238&type=chunk) - The **Power and Gas** segment includes **Long Ridge**, a multi-modal terminal with a power plant[238](index=238&type=chunk) - **KRS**, a railcar cleaning operation, was moved from the **Railroad** segment to the **Corporate and Other** segment in Q**2** **2025** to better align with how the CODM reviews segment results[239](index=239&type=chunk) [Our Manager](index=51&type=section&id=Our%20Manager) **Fortress**'s equity was acquired by management and Mubadala Capital affiliates in May **2024**, but it continues to operate as an independent investment manager - On May **14**, **2024**, **Fortress**'s equity was acquired by certain members of **Fortress** management and affiliates of Mubadala Capital[240](index=240&type=chunk) - **Fortress** continues to operate as an independent investment manager with autonomy over investment processes, decision-making, personnel, and operations[240](index=240&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) Results for the three and six months ended June **30**, **2025**, show significant changes driven by the **Long Ridge** acquisition, including increased revenues and a positive net income for the six-month period [Adjusted EBITDA (Non-GAAP)](index=52&type=section&id=Adjusted%20EBITDA%20(Non-GAAP)) **Adjusted EBITDA** is the key non-GAAP performance measure used by the CODM to assess operational performance and make resource allocation decisions - **Adjusted EBITDA** is the key performance measure used by the CODM to assess operational performance and make resource and allocation decisions[241](index=241&type=chunk) - It is defined as net income (loss) attributable to stockholders, adjusted for items such as income taxes, equity-based compensation, acquisition expenses, debt modification losses, asset impairment, depreciation, interest expense, and pro-rata share of **Adjusted EBITDA** from unconsolidated entities[242](index=242&type=chunk) - Net income (loss) attributable to stockholders is considered the most appropriate **GAAP** earnings measure for reconciliation[243](index=243&type=chunk) [Comparison of the three and six months ended June 30, 2025 and 2024 (Overall)](index=53&type=section&id=Comparison%20of%20the%20three%20and%20six%20months%20ended%20June%2030,%202025%20and%202024) For the three months ended June **30**, **2025**, revenues increased but net loss widened, while for the six months, revenues increased and net income turned positive due to an asset sale gain Overall Financial Performance (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | | Total Revenues | $122.29 million | $84.89 million | $37.40 million | | Total Expenses | $129.08 million | $87.93 million | $41.16 million | | Net (Loss) Income Attributable to Stockholders | ($79.82 million) | ($54.35 million) | ($25.47 million) | | Adjusted EBITDA (Non-GAAP) | $45.92 million | $34.26 million | $11.66 million | Overall Financial Performance (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Total Revenues | $218.45 million | $167.42 million | $51.03 million | | Total Expenses | $232.31 million | $181.81 million | $50.50 million | | Net (Loss) Income Attributable to Stockholders | $29.91 million | ($110.93 million) | $140.84 million | | Adjusted EBITDA (Non-GAAP) | $201.14 million | $61.49 million | $139.65 million | - The significant improvement in net income and **Adjusted EBITDA** for the six-month period was primarily driven by the acquisition of **Long Ridge Energy & Power LLC** and the associated gain on sale of assets[261](index=261&type=chunk)[262](index=262&type=chunk) [Revenue](index=54&type=section&id=Revenue) Total revenues increased for both periods, primarily due to the **Long Ridge Energy & Power LLC** acquisition, which added **Power** and **Gas** revenues, partially offset by decreases in **Rail** and Roadside services - Total revenues increased by **$37.4 million** (**3** months) and **$51.0 million** (**6** months) year-over-year[248](index=248&type=chunk)[251](index=251&type=chunk) - **Power** revenues increased by **$38.0 million** (**3** months) and **$53.8 million** (**6** months) due to the **Long Ridge** acquisition[250](index=250&type=chunk)[252](index=252&type=chunk) - **Gas** revenues increased by **$3.0 million** (**3** months) and **$4.1 million** (**6** months) due to the **Long Ridge** acquisition[250](index=250&type=chunk)[252](index=252&type=chunk) - **Rail** revenues decreased by **$3.0 million** (**3** months) and **$6.7 million** (**6** months) due to lower carloads and rates[250](index=250&type=chunk)[252](index=252&type=chunk) - Roadside services revenue decreased by **$1.0 million** (**3** months) and **$1.5 million** (**6** months)[250](index=250&type=chunk)[251](index=251&type=chunk) [Expenses](index=55&type=section&id=Expenses) Total expenses increased for both periods, primarily driven by higher operating expenses, depreciation, acquisition costs, and asset impairment, largely due to the **Long Ridge** acquisition - Total expenses increased by **$41.2 million** (**3** months) and **$50.5 million** (**6** months) year-over-year[253](index=253&type=chunk)[255](index=255&type=chunk) - Operating expenses increased by **$13.2 million** (**3** months) and **$15.7 million** (**6** months), mainly due to increased **Ohio GasCo LLC** well operations and full inclusion of **Long Ridge** operating expenses[253](index=253&type=chunk)[255](index=255&type=chunk) - Depreciation and amortization increased by **$13.8 million** (**3** months) and **$18.3 million** (**6** months) due to additional assets from the **Long Ridge** acquisition[254](index=254&type=chunk)[258](index=258&type=chunk) - Acquisition and transaction expenses increased by **$7.8 million** (**3** months) and **$10.4 million** (**6** months) due to legal and consulting fees related to the **Long Ridge** acquisition and other potential acquisitions[253](index=253&type=chunk)[257](index=257&type=chunk) - Asset impairment increased by **$4.4 million** (both periods) due to an adjustment to railcars in the **Railroad** segment[254](index=254&type=chunk)[258](index=258&type=chunk) [Other (expense) income](index=56&type=section&id=Other%20(expense)%20income) Total other expense increased for the three months, but total other income significantly increased for the six months, driven by a gain on asset sale and improved equity in earnings - Total other expense increased by **$17.4 million** for the three months ended June **30**, **2025**[259](index=259&type=chunk) - Total other income increased by **$105.5 million** for the six months ended June **30**, **2025**[259](index=259&type=chunk) - Interest expense increased by **$29.5 million** (**3** months) and **$45.0 million** (**6** months) due to approximately **$1.5 billion** and **$1.3 billion** increase in average outstanding debt, respectively, including **Long Ridge** debt[262](index=262&type=chunk) - Gain on sale of assets increased by **$120.0 million** (**6** months) due to the **Long Ridge** acquisition[262](index=262&type=chunk) - Equity in (losses) earnings of unconsolidated entities improved by **$10.8 million** (**3** months) and **$28.0 million** (**6** months) due to **Long Ridge** consolidation[262](index=262&type=chunk) [(Benefit from) provision for income taxes](index=56&type=section&id=(Benefit%20from)%20provision%20for%20income%20taxes) The company recorded a **$42.6 million** increase in benefit from income taxes for the six months ended June **30**, **2025**, due to a partial release of the valuation allowance - Benefit from income taxes increased by **$42.6 million** for the six months ended June **30**, **2025**[259](index=259&type=chunk) - This increase was primarily due to the partial release of the valuation allowance related to the **Long Ridge Energy & Power LLC** acquisition[259](index=259&type=chunk) [Net income (loss)](index=56&type=section&id=Net%20income%20(loss)) Net loss increased by **$21.8 million** for the three months ended June **30**, **2025**, while net income increased by **$148.6 million** for the six months, reflecting the combined impact of revenues, expenses, and other income/expense - Net loss increased by **$21.8 million** for the three months ended June **30**, **2025**[260](index=260&type=chunk) - Net income increased by **$148.6 million** for the six months ended June **30**, **2025**[260](index=260&type=chunk) [Adjusted EBITDA (Non-GAAP)](index=56&type=section&id=Adjusted%20EBITDA%20(Non-GAAP)) **Adjusted EBITDA** increased by **$11.7 million** for the three months and **$139.6 million** for the six months ended June **30**, **2025**, reflecting overall operational performance improvements and the impact of the **Long Ridge** acquisition - **Adjusted EBITDA** increased by **$11.7 million** for the three months ended June **30**, **2025**[261](index=261&type=chunk) - **Adjusted EBITDA** increased by **$139.6 million** for the six months ended June **30**, **2025**[261](index=261&type=chunk) [Railroad Segment](index=57&type=section&id=Railroad%20Segment) The **Railroad** segment experienced decreased revenues due to lower carloads and rates, and increased expenses from asset impairment and acquisition costs, leading to decreased **Adjusted EBITDA** Railroad Segment Performance (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | | Total Revenues | $42.14 million | $45.64 million | ($3.50 million) | | Total Expenses | $34.29 million | $28.71 million | $5.58 million | | Net Income Attributable to Stockholders | $7.32 million | $15.79 million | ($8.47 million) | | Adjusted EBITDA (Non-GAAP) | $20.67 million | $22.12 million | ($1.45 million) | Railroad Segment Performance (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Total Revenues | $84.77 million | $91.95 million | ($7.18 million) | | Total Expenses | $62.41 million | $58.75 million | $3.66 million | | Net Income Attributable to Stockholders | $21.06 million | $30.22 million | ($9.17 million) | | Adjusted EBITDA (Non-GAAP) | $40.60 million | $43.78 million | ($3.18 million) | - Revenue decrease was primarily due to lower carloads and rates per car[265](index=265&type=chunk) - Expense increase was driven by a **$4.4 million** asset impairment (railcar adjustment) and higher acquisition and transaction costs, partially offset by decreased operating expenses due to lower carloads[266](index=266&type=chunk) [Jefferson Terminal Segment](index=59&type=section&id=Jefferson%20Terminal%20Segment) The **Jefferson Terminal** segment saw slight revenue increases from higher throughput, decreased expenses from lower operating costs, but increased other expense due to higher interest, leading to decreased **Adjusted EBITDA** Jefferson Terminal Segment Performance (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | | Total Revenues | $21.63 million | $21.17 million | $0.45 million | | Total Expenses | $28.38 million | $30.28 million | ($1.91 million) | | Net Loss Attributable to Stockholders | ($11.97 million) | ($14.15 million) | $2.19 million | | Adjusted EBITDA (Non-GAAP) | $11.08 million | $12.33 million | ($1.25 million) | Jefferson Terminal Segment Performance (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Total Revenues | $41.08 million | $39.79 million | $1.29 million | | Total Expenses | $57.71 million | $61.75 million | ($4.04 million) | | Net Loss Attributable to Stockholders | ($27.09 million) | ($25.27 million) | ($1.82 million) | | Adjusted EBITDA (Non-GAAP) | $19.03 million | $19.13 million | ($0.10 million) | - Revenue increase was due to higher average refined product throughput volumes[272](index=272&type=chunk) - Expense decrease was due to lower operating costs (stock-based compensation, insurance) and reduced depreciation from fully depreciated assets[273](index=273&type=chunk)[274](index=274&type=chunk) - Other expense changes included a decrease in debt modification losses (due to prior year's Series **2024** Bond issuance loss) offset by increased interest expense from new borrowings and decreased other income from a pipeline easement gain[275](index=275&type=chunk)[276](index=276&type=chunk) [Repauno Segment](index=61&type=section&id=Repauno%20Segment) The **Repauno** segment experienced decreased revenues from lower butane throughput, increased expenses from labor and professional fees, and significantly increased other expense from debt modification losses Repauno Segment Performance (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | | Total Revenues | $2.99 million | $3.86 million | ($0.87 million) | | Total Expenses | $9.92 million | $8.08 million | $1.85 million | | Net Loss Attributable to Stockholders | ($9.61 million) | ($4.16 million) | ($5.45 million) | | Adjusted EBITDA (Non-GAAP) | ($2.08 million) | ($1.50 million) | ($0.58 million) | Repauno Segment Performance (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Total Revenues | $6.80 million | $7.94 million | ($1.14 million) | | Total Expenses | $19.40 million | $16.69 million | $2.71 million | | Net Loss Attributable to Stockholders | ($16.40 million) | ($8.42 million) | ($7.98 million) | | Adjusted EBITDA (Non-GAAP) | ($3.53 million) | ($3.19 million) | ($0.35 million) | - Revenue decrease was primarily due to lower volumes from an existing butane throughput contract ending, partially offset by a new contract[280](index=280&type=chunk) - Expense increase was due to higher labor costs, professional fees for site development, and increased depreciation[281](index=281&type=chunk) - Other expense increase was driven by a loss on modification or extinguishment of debt from repaying the **DRP Revolver** and March **2025 Credit Agreement**, and increased interest expense from the Series **2025** Bond issuance[282](index=282&type=chunk)[283](index=283&type=chunk) [Power and Gas Segment](index=63&type=section&id=Power%20and%20Gas%20Segment) The **Power and Gas** segment saw substantial revenue and **Adjusted EBITDA** increases due to the **Long Ridge** acquisition, with net income turning positive from a gain on asset sale and tax benefit Power and Gas Segment Performance (Three Months) | Metric (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | | Total Revenues | $41.80 million | $0 | $41.80 million | | Total Expenses | $32.44 million | $0.73 million | $31.71 million | | Net (Loss) Income Attributable to Stockholders | ($15.09 million) | ($5.17 million) | ($9.91 million) | | Adjusted EBITDA (Non-GAAP) | $22.97 million | $8.85 million | $14.13 million | Power and Gas Segment Performance (Six Months) | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Total Revenues | $59.09 million | $0 | $59.09 million | | Total Expenses | $45.91 million | $1.42 million | $44.49 million | | Net (Loss) Income Attributable to Stockholders | $154.96 million | ($10.60 million) | $165.56 million | | Adjusted EBITDA (Non-GAAP) | $161.06 million | $19.24 million | $141.82 million | - Revenue increase was primarily due to power plant and gas revenues from the **Long Ridge** acquisition[288](index=288&type=chunk) - Expense increase was due to higher operating expenses (well operations, legal), acquisition and transaction expenses, and depreciation from **Long Ridge** assets[289](index=289&type=chunk) - Other income/expense changes included increased interest expense from consolidated **Long Ridge** debt, a **$120.0 million** gain on sale of assets from the acquisition, and improved equity in earnings of unconsolidated entities[290](index=290&type=chunk)[293](index=293&type=chunk) - A **$42.5 million** income tax benefit was recognized due to the partial release of a valuation allowance related to the **Long Ridge** acquisition[290](index=290&type=chunk) [Sustainability and Energy Transition Segment](index=65&type=section&id=Sustainability%20and%20Energy%20Transition%20Segment) The **Sustainability and Energy Transition** segment reported no revenues, but net loss decreased and **Adjusted EBITDA** increased due to lower operating losses at **GM-FT
The $1B Railroad Acquisition You Have Never Heard Of: FTAI Infrastructure's Earnings Review
Seeking Alpha· 2025-08-10 03:08
Group 1 - The discussion includes both macroeconomic factors and specific stocks such as Norfolk Southern (NSC), Caterpillar (CAT), and Duke Energy (DUK) [1] - The focus is on long-term investment strategies in U.S. and European equities, emphasizing undervalued growth stocks and high-quality dividend growers [2] - Sustained profitability, characterized by strong margins, stable and expanding free cash flow, and high returns on invested capital, is highlighted as a more reliable driver of returns than valuation alone [2] Group 2 - The analyst has a beneficial long position in the shares of NSC and CNI through stock ownership, options, or other derivatives [3] - The article expresses the author's own opinions and is not compensated for it, aside from Seeking Alpha [3] - Seeking Alpha clarifies that past performance does not guarantee future results and does not provide specific investment recommendations [4]