FTAI Infrastructure Inc.

03/16/2026 | Press release | Distributed by Public on 03/16/2026 07:30

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help you understand FTAI Infrastructure Inc. ("we", "us", "our", or the "Company"). Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, "Risk Factors" and "Forward-Looking Statements" included elsewhere in this Annual Report on Form 10-K.
Overview
We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; "FTAI" or "Former Parent"). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol "FIP."
Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels. Our Power and Gas business develops and operates facilities, such as a 485-megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property's location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2025, our Railroad business accounted for 34% of our total revenue, our Ports and Terminals business accounted for 19% of our total revenue and our Power and Gas business accounted for 36% of our total revenue. Corporate and other sources accounted for the remaining 11% of our total revenue.
We expect to continue to invest in such market sectors and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager's expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today's marketplace, will allow us to take advantage of these opportunities. As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million.
Operating Segments
During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense. All segment data and related disclosures for earlier periods presented herein have been recast to reflect this segment reporting structure.
Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of eight freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, which includes the newly acquired Wheeling as of the third quarter of 2025 (refer to Note 3 for additional details). The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.
Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment. As the chief operating decision maker ("CODM") focuses on Transtar and Wheeling, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results. Due to the immateriality of the results of KRS, we will apply this change prospectively.
Our Manager
On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital ("Mubadala"), completed their acquisition of 100% of the equity of Fortress. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.
Results of Operations
In this section, we discuss the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Adjusted EBITDA (Non-GAAP)
The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
Adjusted EBITDA is defined as net income (loss) attributable to stockholders, 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.
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. 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. GAAP.
The following table presents our consolidated results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24
'24 vs '23
Revenues
Lease income $ 5,089 $ 4,963 $ 3,089 $ 126 $ 1,874
Rail revenues 172,482 178,243 167,793 (5,761) 10,450
Terminal services revenues 95,054 93,259 83,350 1,795 9,909
Power revenues 156,183 - - 156,183 -
Gas revenues 21,194 - - 21,194 -
Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190)
Other revenue 324 32 (1,950) 292 1,982
Total revenues 502,520 331,497 320,472 171,023 11,025
Expenses
Operating expenses 299,587 247,674 253,672 51,913 (5,998)
General and administrative 16,222 14,798 12,833 1,424 1,965
Acquisition and transaction expenses 27,138 5,457 4,140 21,681 1,317
Management fees and incentive allocation to affiliate 14,714 11,318 12,467 3,396 (1,149)
Depreciation and amortization 132,489 79,410 80,992 53,079 (1,582)
Asset impairment 4,401 72,336 743 (67,935) 71,593
Total expenses 494,551 430,993 364,847 63,558 66,146
Other income (expense)
Equity in earnings (losses) of unconsolidated entities 12,303 (55,496) (24,707) 67,799 (30,789)
Gain on sale of assets, net 128,842 2,370 6,855 126,472 (4,485)
Loss on modification or extinguishment of debt (59,323) (8,925) (2,036) (50,398) (6,889)
Interest expense (265,914) (122,108) (99,603) (143,806) (22,505)
Other income 20,751 20,904 6,586 (153) 14,318
Total other expense (163,341) (163,255) (112,905) (86) (50,350)
Loss before income taxes (155,372) (262,751) (157,280) 107,379 (105,471)
(Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843
Net loss (152,054) (266,064) (159,750) 114,010 (106,314)
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (44,880) (42,419) (38,414) (2,461) (4,005)
Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 - - 44,607 -
Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723)
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723)
Add: (Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843
Add: Equity-based compensation expense 11,076 8,636 9,199 2,440 (563)
Add: Acquisition and transaction expenses 27,138 5,457 4,140 21,681 1,317
Add: Losses on the modification or extinguishment of debt and capital lease obligations 59,323 8,925 2,036 50,398 6,889
Add: Changes in fair value of non-hedge derivative instruments (4,063) - 1,125 (4,063) (1,125)
Add: Asset impairment charges 4,401 70,401 743 (66,000) 69,658
Add: Incentive allocations - - - - -
Add: Depreciation & amortization expense (1)
117,328 83,885 81,541 33,443 2,344
Add: Interest expense 265,914 122,108 99,603 143,806 22,505
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
30,875 20,272 20,209 10,603 63
Add: Dividends and accretion of redeemable preferred stock 100,229 70,814 62,400 29,415 8,414
Add: Interest and other costs on pension and OPEB liabilities (887) (66) 2,130 (821) (2,196)
Add: Other non-recurring items (3)
2,295 - 2,470 2,295 (2,470)
Less: Equity in (earnings) losses of unconsolidated entities (12,303) 55,496 24,707 (67,799) 30,789
Less: Non-controlling share of Adjusted EBITDA (4)
(29,381) (27,194) (21,515) (2,187) (5,679)
Adjusted EBITDA (Non-GAAP) $ 361,224 $ 127,588 $ 107,522 $ 233,636 $ 20,066
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(1)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) depreciation and amortization expense of $132,489, $79,410 and $80,992, (ii) capitalized contract costs amortization of $4,931, $4,475 and $549 and (iii) amortization of other comprehensive income of $(20,092), $- and $-, respectively.
(2)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income (loss) of $21,206, $(55,656) and $(23,752), (ii) interest expense of $8,574, $43,549 and $34,686, (iii) depreciation and amortization expense of $9,029, $28,115 and $27,685, (iv) acquisition and transaction expenses of $201, $209 and $445, (v) changes in fair value of non-hedge derivative instruments of $(12,822), $(1,488) and $(18,904), (vi) asset impairment charges of $-, $274 and $1,135, (vii) equity-based compensation expense of $-, $2 and $5, (viii) losses on modification or extinguishment of debt of $-, $4,724 and $-, (ix) equity method basis adjustments of $10, $65 and $(1,091), (x) provision for income taxes of $4,676, $- and $- and (xi) other non-recurring items of $1, $478 and $-, respectively.
(3)Includes the following items for the year ended December 31, 2025: (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. Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares of $1,131 and Railroad severance expense of $1,339.
(4)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) equity-based compensation expense of $449, $1,127 and $1,412, (ii) provision for (benefit from) income taxes of $(219), $(510) and $578, (iii) interest expense of $15,569, $11,555 and $7,391, (iv) depreciation and amortization expense of $12,543, $12,930 and $11,752, (v) changes in fair value of non-hedge derivative instruments of $(25), $- and $63, (vi) acquisition and transaction expenses of $278, $7 and $307, (vii) interest and other costs on pension and OPEB liabilities of $(5), $(1), and $6, (viii) asset impairment charges of $24, $- and $2, (ix) equity in earnings of unconsolidated entities of $96, $- and $-, (x) dividends and accretion of redeemable preferred stock of $243, $- and $-, (xi) losses on modification or extinguishment of debt of $367, $2,086 and $- and (xii) other non-recurring items of $61, $- and $4, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues increased $171.0 million primarily due to higher revenues in the Power and Gas and Jefferson Terminal segments.
•Terminal services revenue increased $1.8 million due to (i) an increase in average refined oil throughput volumes at Jefferson Terminal and (ii) an increase due to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025, offset by a decrease due to lower volumes stemming from the terminal's new butane throughput contract that commenced in April 2025 at Repauno;
•Power revenues increased $156.2 million due to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025; and
•Gas revenues increased $21.2 million due to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025; partially offset by
•Rail revenues decreased $5.8 million primarily due to decreased carloads in the Railroad segment; and
•Roadside services revenue decreased $2.8 million due to a decrease in roadside services at FYX.
Expenses
Total expenses increased $63.6 million primarily due to an increase in (i) operating expenses, (ii) general and administrative expense, (iii) acquisition and transaction expenses and (iv) depreciation and amortization, offset by a decrease in asset impairment.
Operating expenses increased $51.9 million primarily due to:
•an increase of $60.2 million in the Power and Gas segment primarily due to increased drilling expenses at Ohio Gasco LLC and Long Ridge West Virginia, as well as increased legal expenses; partially offset by
•a decrease of $0.8 million at Repauno which primarily reflects lower repairs and maintenance and labor costs;
•a decrease of $2.6 million at Jefferson Terminal which primarily reflects lower costs associated with insurance and equity-based compensation; and
•a decrease of $5.6 million in the Railroad segment primarily due to decreased carloads.
General and administrative increased $1.4 million due to higher professional fees in the Corporate and Other segment.
Acquisition and transaction expenses increased $21.7 million primarily due to (i) increased consulting and legal fees related to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in the Power and Gas segment in February 2025, (ii) an increase due to the acquisition of Wheeling in December 2025 and costs for the warrants issued in August 2025 in the Railroad segment, (iii) an increase in consulting fees in the Repauno segment and (iv) higher professional fees in the Corporate and Other segment.
Depreciation and amortization increased $53.1 million which primarily reflects an increase in the Power and Gas Segment related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge in February 2025.
Asset impairment decreased $67.9 million due to prior year impairment of our investment in GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment, offset by a railcar adjustment in the Railroad segment in the current year.
Other income (expense)
Total other expense increased by an immaterial amount which reflects:
•an increase in interest expense of $143.8 million primarily due to an increase in the average outstanding debt of approximately $1.7 billion which consists of (i) $282.8 million for the Corporate Bridge Loan, (ii) $242.2 million for the Series 2025 Bonds, (iii) $81.9 million for the Series 2024 Bonds, (iv) $1.1 billion for Long Ridge Energy & Power LLC debt and (v) $8.3 million for the RailCo Revolver; and
•an increase in loss on modification or extinguishment of debt of $50.4 million primarily due to (i) an increase of $55.2 million for the paydown of the Senior Notes due 2027 in August 2025 in the Corporate and Other segment and (ii) an increase of $3.3 million for the payoff of the DRP Revolver and March 2025 Credit Agreement at Repauno, partially offset by a decrease of $8.2 million for debt in the prior year at Jefferson Terminal; partially offset by
•an increase in equity in earnings of unconsolidated entities of $67.8 million which primarily reflects (i) the equity pickup of Long Ridge Energy & Power LLC net losses in the Power and Gas segment in the prior year, while there were only two months of equity pickup in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition and (ii) the equity pickup of Wheeling in the Railroad segment from August through December when Wheeling was consolidated, partially offset by a decrease due to lower operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; and
•an increase in gain on the sale of assets of $126.5 million primarily due to (i) the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment and (ii) gain on sale of equity method investment in Clean Planet Energy USA LLC in the Sustainability and Energy Transition segment, partially offset by a decrease at Jefferson Terminal due to a gain recognized in the prior year.
(Benefit from) provision for income taxes
Benefit from income taxes increased $6.6 million primarily due to the partial release of the valuation allowance in connection with the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025.
Preferred dividends and accretion on redeemable non-controlling interests
Preferred dividends and accretion on redeemable non-controlling interests increased $44.6 million due to the acquisition of Wheeling and related issuance of Series A Preferred Stock - RailCo during the year.
Dividends and accretion of redeemable preferred stock
Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $233.6 million primarily due to the changes noted above.
Railroad Segment
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Lease income $ 1,821 $ 1,784 $ 1,652 $ 37 $ 132
Rail revenues 171,076 178,243 167,793 (7,167) 10,450
Other revenue 43 - - 43 -
Total revenues 172,940 180,027 169,445 (7,087) 10,582
Expenses
Operating expenses 91,587 97,207 92,972 (5,620) 4,235
Acquisition and transaction expenses 3,607 526 737 3,081 (211)
Depreciation and amortization 21,273 20,200 19,590 1,073 610
Asset impairment 4,401 - 743 4,401 (743)
Total expenses 120,868 117,933 114,042 2,935 3,891
Other income (expense)
Equity in earnings of unconsolidated entities 9,223 - - 9,223 -
Loss on sale of assets, net (79) (704) (437) 625 (267)
Loss on extinguishment of debt - - (937) - 937
Interest expense (883) (306) (2,284) (577) 1,978
Other income (expense) 6,144 770 (2,164) 5,374 2,934
Total other income (expense) 14,405 (240) (5,822) 14,645 5,582
Income before income taxes 66,477 61,854 49,581 4,623 12,273
Provision for (benefit from) income taxes 5,937 4,692 (561) 1,245 5,253
Net income 60,540 57,162 50,142 3,378 7,020
Less: Net income attributable to non-controlling interest in consolidated subsidiaries 116 245 143 (129) 102
Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 - - 44,607 -
Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) $ 6,918
The following table sets forth a reconciliation of net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) 6,918
Add: Provision for (benefit from) income taxes 5,937 4,692 (561) 1,245 5,253
Add: Equity-based compensation expense 2,300 1,801 1,394 499 407
Add: Acquisition and transaction expenses 3,607 526 737 3,081 (211)
Add: Losses on the modification or extinguishment of debt and capital lease obligations - - 937 - (937)
Add: Changes in fair value of non-hedge derivative instruments (4,234) - - (4,234) -
Add: Asset impairment charges 4,401 - 743 4,401 (743)
Add: Incentive allocations - - - - -
Add: Depreciation & amortization expense 21,273 20,200 19,590 1,073 610
Add: Interest expense 883 306 2,284 577 (1,978)
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
26,713 - - 26,713 -
Add: Dividends and accretion of redeemable preferred stock 44,607 - - 44,607 -
Add: Interest and other costs on pension and OPEB liabilities (887) (66) 2,130 (821) (2,196)
Add: Other non-recurring items (2)
305 - 1,339 305 (1,339)
Less: Equity in earnings of unconsolidated entities (9,223) - - (9,223) -
Less: Non-controlling share of Adjusted EBITDA(3)
(524) (122) (71) (402) (51)
Adjusted EBITDA (Non-GAAP) $ 110,975 $ 84,254 $ 78,521 $ 26,721 $ 5,733
______________________________________________________________________________________
(1) Includes the following items for the year ended December 31, 2025: (i) net loss of $14,966, (ii) depreciation and amortization expense of $6,145, (iii) interest expense of $926 and (iv) provision for income taxes of $4,676.
(2) Includes the following items for the year ended December 31, 2025: Railroad severance expense of $305. Includes the following items for the year ended December 31, 2023: Railroad severance expense of $1,339.
(3) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) equity-based compensation expense of $13, $9 and $4, (ii) provision for (benefit from) income taxes of $33, $22 and $(1), (iii) acquisition and transaction expenses of $20, $2 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(5), $(1) and $6, (v) depreciation and amortization expense of $116, $88 and $49, (vi) interest expense of $5, $2 and $6, (vii) changes in fair value of non-hedge derivative instruments of $(23), $- and $-, (viii) asset impairment charges of $24, $- and $2, (ix) equity in earnings of unconsolidated entities of $96, $- and $-, (x) dividends and accretion of redeemable preferred stock of $243, $- and $- and (xi) other non-recurring items of $2, $- and $4, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues decreased $7.1 million which is primarily due to decreased carloads.
Expenses
Total expenses increased $2.9 million which primarily reflects:
•an increase in acquisition and transaction costs of $3.1 million primarily related to the acquisition of Wheeling in December 2025 and costs for the warrants issued in August 2025;
•an increase in depreciation and amortization expense of $1.1 million related to depreciation on Wheeling assets due to the acquisition in December 2025; and
•an increase in asset impairment of $4.4 million related to a railcar adjustment; partially offset by
•a decrease in operating expenses of $5.6 million due to decreased carloads.
Other income (expense)
Total other income increased $14.6 million which primarily reflects an increase in equity earnings of unconsolidated entities of $9.2 million due to the equity pickup of Wheeling from August through December 2025 when Wheeling was consolidated, as well as an increase in other income of $5.4 million mainly related to (i) a fair value adjustment of Warrants and (ii) favorable adjustments related to pension and OPEB benefits.
Preferred dividends and accretion on redeemable non-controlling interests
Preferred dividends and accretion on redeemable non-controlling interests increased $44.6 million due to the acquisition of Wheeling and related issuance of Series A Preferred Stock - RailCo during the year.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $26.7 million due to the changes noted above.
Jefferson Terminal Segment
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Lease income $ 3,268 $ 3,179 $ 1,437 $ 89 $ 1,742
Terminal services revenues 82,390 77,467 70,709 4,923 6,758
Total revenues 85,658 80,646 72,146 5,012 8,500
Expenses
Operating expenses 68,618 71,203 66,576 (2,585) 4,627
Acquisition and transaction expenses 68 23 1,370 45 (1,347)
Depreciation and amortization 46,197 47,872 48,916 (1,675) (1,044)
Total expenses 114,883 119,098 116,862 (4,215) 2,236
Other income (expense)
Gain on sale of assets, net - 3,074 7,292 (3,074) (4,218)
Loss on modification or extinguishment of debt (748) (8,925) - 8,177 (8,925)
Interest expense (65,130) (49,001) (32,443) (16,129) (16,558)
Other income (expense) 3,926 5,515 (1,302) (1,589) 6,817
Total other expense (61,952) (49,337) (26,453) (12,615) (22,884)
Loss before income taxes (91,177) (87,789) (71,169) (3,388) (16,620)
(Benefit from) provision for income taxes (1,873) (1,667) 2,468 (206) (4,135)
Net loss (89,304) (86,122) (73,637) (3,182) (12,485)
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (43,261) (41,491) (36,917) (1,770) (4,574)
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911)
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911)
Add: (Benefit from) provision for income taxes (1,873) (1,667) 2,468 (206) (4,135)
Add: Equity-based compensation expense 1,495 4,233 5,865 (2,738) (1,632)
Add: Acquisition and transaction expenses 68 23 1,370 45 (1,347)
Add: Losses on the modification or extinguishment of debt and capital lease obligations 748 8,925 - (8,177) 8,925
Add: Changes in fair value of non-hedge derivative instruments - - - - -
Add: Asset impairment charges - - - - -
Add: Incentive allocations - - - - -
Add: Depreciation and amortization expense (1)
51,128 52,347 49,465 (1,219) 2,882
Add: Interest expense 65,130 49,001 32,443 16,129 16,558
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities
- - - - -
Add: Dividends and accretion of redeemable preferred stock - - - - -
Add: Interest and other costs on pension and OPEB liabilities - - - - -
Add: Other non-recurring items (2)
- - 1,131 - (1,131)
Less: Equity in losses of unconsolidated entities - - - - -
Less: Non-controlling share of Adjusted EBITDA (3)
(27,028) (26,264) (20,328) (764) (5,936)
Adjusted EBITDA (Non-GAAP) $ 43,625 $ 41,967 $ 35,694 $ 1,658 $ 6,273
______________________________________________________________________________________
(1)Includes the following items for the years ended December 31, 2025, 2024, and 2023: (i) depreciation and amortization expense of $46,197, $47,872 and $48,916 and (ii) capitalized contract costs amortization of $4,931, $4,475 and $549, respectively.
(2)Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares of 1,131.
(3)Includes the following items for the years ended December 31, 2025, 2024, and 2023: (i) equity-based compensation expense of $346, $989 and $1,309, (ii) (benefit from) provision for income taxes of $(434), $(506) and $551, (iii) interest expense of $15,085, $11,454 and $7,242, (iv) acquisition and transaction expenses of $16, $5 and $306, (v) depreciation and amortization expense of $11,842, $12,236 and $10,920 and (vi) losses on modification or extinguishment of debt of $173, $2,086 and $-, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues increased $5.0 million primarily due to an increase in terminal services revenues of $4.9 million due to an increase in average refined oil throughput volumes.
Expenses
Total expenses decreased $4.2 million which primarily reflects:
•a decrease in operating expenses of $2.6 million primarily due to lower costs associated with insurance and equity-based compensation; and
•a decrease in depreciation and amortization of $1.7 million due to certain assets becoming fully depreciated.
Other expense
Total other expense increased $12.6 million which primarily reflects (i) an increase in interest expense of $16.1 million related to additional borrowings during the current year, (ii) a $3.1 million gain on sale of assets in the prior year and (iii) a $1.6 million gain from the grant of a pipeline easement in the prior year, offset by an $8.2 million loss on modification or extinguishment of debt in the prior year.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $1.7 million primarily due to the changes noted above.
Repauno Segment
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Terminal services revenues $ 10,710 $ 15,792 $ 12,641 $ (5,082) $ 3,151
Other revenue 281 32 (1,950) 249 1,982
Total revenues 10,991 15,824 10,691 (4,833) 5,133
Expenses
Operating expenses 22,733 23,483 22,203 (750) 1,280
Acquisition and transaction expenses 4,253 - - 4,253 -
Depreciation and amortization 9,973 9,914 9,336 59 578
Total expenses 36,959 33,397 31,539 3,562 1,858
Other (expense) income
Loss on modification or extinguishment of debt (3,324) - - (3,324) -
Interest expense (6,943) (1,617) (2,557) (5,326) 940
Other income 4,475 - - 4,475 -
Total other expense (5,792) (1,617) (2,557) (4,175) 940
Loss before income taxes (31,760) (19,190) (23,405) (12,570) 4,215
Provision for (benefit from) income taxes 714 (431) 496 1,145 (927)
Net loss (32,474) (18,759) (23,901) (13,715) 5,142
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (1,709) (1,173) (1,412) (536) 239
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903
Add: Provision for (benefit from) income taxes 714 (431) 496 1,145 (927)
Add: Equity-based compensation expense 1,240 2,108 1,770 (868) 338
Add: Acquisition and transaction expenses 4,253 - - 4,253 -
Add: Losses on the modification or extinguishment of debt and capital lease obligations 3,324 - - 3,324 -
Add: Changes in fair value of non-hedge derivative instruments - - 1,125 - (1,125)
Add: Asset impairment charges - - - - -
Add: Incentive allocations - - - - -
Add: Depreciation and amortization expense 9,973 9,914 9,336 59 578
Add: Interest expense 6,943 1,617 2,557 5,326 (940)
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities - - - - -
Add: Dividends and accretion of redeemable preferred stock - - - - -
Add: Interest and other costs on pension and OPEB liabilities - - - - -
Add: Other non-recurring items (1)
1,035 - - 1,035 -
Less: Equity in losses of unconsolidated entities - - - - -
Less: Non-controlling share of Adjusted EBITDA (2)
(1,492) (808) (856) (684) 48
Adjusted EBITDA (Non-GAAP) $ (4,775) $ (5,186) $ (8,061) $ 411 $ 2,875
______________________________________________________________________________________
(1)Includes the following items for the year ended December 31, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.
(2)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) equity-based compensation expense of $67, $129 and $99, (ii) provision for (benefit from) income taxes of $39, $(26) and $28, (iii) interest expense of $373, $99 and $143, (iv) depreciation and amortization expense of $538, $606 and $523, (v) changes in fair value of non-hedge derivative instruments of $-, $- and $63, (vi) acquisition and transaction expenses of $226, $- and $-, (vii) losses on modification or extinguishment of debt of $190, $- and $- and (viii) other non-recurring items of $59, $- and $-, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues decreased $4.8 million due to lower volumes stemming from the terminal's new butane throughput contract that commenced in April 2025.
Expenses
Total expenses increased $3.6 million primarily due to an increase in acquisition and transaction expenses related to consulting fees, partially offset by a decrease in operating expenses associated with lower repairs and maintenance and labor costs.
Other (expense) income
Total other expense increased $4.2 million primarily due to (i) an increase in interest expense of $5.3 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, offset by an increase in other income of $4.5 million from the interest on funds from the Series 2025 Bonds.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $0.4 million due to the changes noted above.
Power and Gas Segment
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Terminal services revenues $ 1,954 $ - $ - $ 1,954 $ -
Power revenues 156,183 - - 156,183 -
Gas revenues 21,194 - - 21,194 -
Total revenues 179,331 - - 179,331 -
Expenses
Operating expenses 62,432 2,190 2,726 60,242 (536)
Acquisition and transaction expenses 6,594 2,293 94 4,301 2,199
Depreciation and amortization 54,236 - - 54,236 -
Total expenses 123,262 4,483 2,820 118,779 1,663
Other income (expense)
Equity in earnings (losses) of unconsolidated entities 10,588 (37,146) (9,949) 47,734 (27,197)
Gain on sale of assets, net 119,952 - - 119,952 -
Loss on modification or extinguishment of debt (77) - - (77) -
Interest expense (88,490) - (3) (88,490) 3
Other income 4,232 12,430 7,523 (8,198) 4,907
Total other income (expense) 46,205 (24,716) (2,429) 70,921 (22,287)
Income (loss) before income taxes 102,274 (29,199) (5,249) 131,473 (23,950)
Benefit from income taxes (7,524) - - (7,524) -
Net income (loss) 109,798 (29,199) (5,249) 138,997 (23,950)
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (26) - - (26) -
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950)
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950)
Add: Benefit from income taxes (7,524) - - (7,524) -
Add: Equity-based compensation expense 5,636 - - 5,636 -
Add: Acquisition and transaction expenses 6,594 2,293 94 4,301 2,199
Add: Losses on the modification or extinguishment of debt and capital lease obligations 77 - - 77 -
Add: Changes in fair value of non-hedge derivative instruments 171 - - 171 -
Add: Asset impairment charges - - - - -
Add: Incentive allocations - - - - -
Add: Depreciation and amortization expense (1)
34,144 - - 34,144 -
Add: Interest expense 88,490 - 3 88,490 (3)
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
6,503 30,006 29,987 (23,503) 19
Add: Dividends and accretion of redeemable preferred stock - - - - -
Add: Interest and other costs on pension and OPEB liabilities - - - - -
Add: Other non-recurring items - - - - -
Less: Equity in (earnings) losses of unconsolidated entities (10,588) 37,146 9,949 (47,734) 27,197
Less: Non-controlling share of Adjusted EBITDA (3)
(337) - - (337) -
Adjusted EBITDA (Non-GAAP) $ 232,990 $ 40,246 $ 34,784 $ 192,744 $ 5,462
______________________________________________________________________________________
(1)Includes the following items for the year ended December 31, 2025: (i) depreciation and amortization expense of $54,236 and (ii) amortization of other comprehensive income of $(20,092).
(2)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income (loss) of $10,576, $(37,211) and $(8,858), (ii) depreciation and amortization expense of $2,185, $25,353 and $26,146, (iii) interest expense of $6,352, $37,600 and $31,109, (iv) acquisition and transaction expenses of $201, $209 and $445, (v) changes in fair value of non-hedge derivative instruments of $(12,822), $(1,488) and $(18,904), (vi) asset impairment charges of $-, $274 and $1,135, (vii) equity-based compensation expense of $-, $2 and $5, (viii) losses on modification or extinguishment of debt of $-, $4,724 and $-, (ix) equity method basis adjustments of $10, $65 and $(1,091) and (x) other non-recurring items of $1, $478 and $-, respectively.
(3)Includes the following items for the year ended December 31, 2025: (i) equity-based compensation expense of $23, (ii) interest expense of $106, (iii) depreciation and amortization expense of $47, (iv) changes in fair value of non-hedge derivative instruments of $(2), (v) provision for income taxes of $143, (vi) acquisition and transaction expense of $16 and (vii) losses on modification or extinguishment of debt of $4.
Comparison of the years ended December 31, 2025 and 2024
Revenue
Total revenues increased $179.3 million due to (i) a $156.2 million increase in power plant revenues, (ii) a $21.2 million increase in gas revenues (iii) and a $2.0 million increase in terminal service revenues as a result of the acquisition of GCM's 49.9% interest in of Long Ridge Energy & Power LLC in February 2025.
Expenses
Total expenses increased $118.8 million primarily due to:
•an increase in operating expenses of $60.2 million primarily related to increased drilling expenses at Ohio Gasco LLC and Long Ridge West Virginia, as well as increased legal expenses;
•an increase in acquisition and transaction expenses of $4.3 million due to legal and consulting fees related to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025; and
•an increase in depreciation and amortization expense of $54.2 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025.
Other income (expense)
Total other income increased $70.9 million primarily due to:
•an increase in equity in earnings in unconsolidated entities of $47.7 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 in the current year since GCM's 49.9% interest in Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; and
•an increase in gain on sale of asset of $120.0 million related to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025; partially offset by
•an increase in interest expense of $88.5 million related to interest expense on Long Ridge debt that is now consolidated; and
•a decrease in other income of $8.2 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025.
Benefit from income taxes
Benefit from income taxes increased $7.5 million primarily due to the partial release of the valuation allowance in connection with the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $192.7 million due to the changes noted above.
Sustainability and Energy Transition Segment
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Other revenue $ - $ - $ - $ - $ -
Total revenues - - - - -
Expenses
Operating expenses 2 7 29 (5) (22)
Acquisition and transaction expenses 249 17 1 232 16
Asset impairment - 72,336 - (72,336) 72,336
Total expenses 251 72,360 30 (72,109) 72,330
Other (expense) income
Equity in losses of unconsolidated entities (7,558) (18,390) (14,814) 10,832 (3,576)
Gain on sale of assets, net 8,969 - - 8,969 -
Other income 1,842 2,167 2,529 (325) (362)
Total other income (expense) 3,253 (16,223) (12,285) 19,476 (3,938)
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268)
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268)
Add: Provision for income taxes - - - - -
Add: Equity-based compensation expense - - - - -
Add: Acquisition and transaction expenses 249 17 1 232 16
Add: Losses on the modification or extinguishment of debt and capital lease obligations - - - - -
Add: Changes in fair value of non-hedge derivative instruments - - - - -
Add: Asset impairment charges - 70,401 - (70,401) 70,401
Add: Incentive allocations - - - - -
Add: Depreciation and amortization expense - - - - -
Add: Interest expense - - - - -
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
(2,303) (9,710) (9,753) 7,407 43
Add: Dividends and accretion of redeemable preferred stock - - - - -
Add: Interest and other costs on pension and OPEB liabilities - - - - -
Add: Other non-recurring items - - - - -
Less: Equity in losses of unconsolidated entities 7,558 18,390 14,814 (10,832) 3,576
Less: Non-controlling share of Adjusted EBITDA - - - - -
Adjusted EBITDA (Non-GAAP) $ 8,506 $ (9,485) $ (7,253) $ 17,991 $ (2,232)
______________________________________________________________________________________
(1)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net loss of $(4,286), $(18,390) and $(14,814), (ii) depreciation and amortization expense of $699, $2,762 and $1,539, and (iii) interest expense of $1,284, $5,918 and $3,522, respectively.
Comparison of the years ended December 31, 2025 and 2024
Expenses
Total expenses decreased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC in the prior year.
Other (expense) income
Total other income increased $19.5 million which reflects a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC and an increase of $9.0 million in gain on sale of assets, net due to gain on sale of equity method investment in Clean Planet Energy USA LLC.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased $18.0 million primarily due to the changes noted above.
Corporate and Other
The following table presents our results of operations:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Revenues
Rail revenues $ 1,406 $ - $ - $ 1,406 $ -
Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190)
Total revenues 53,600 55,000 68,190 (1,400) (13,190)
Expenses
Operating expenses 54,215 53,584 69,166 631 (15,582)
General and administrative 16,222 14,798 12,833 1,424 1,965
Acquisition and transaction expenses 12,367 2,598 1,938 9,769 660
Management fees and incentive allocation to affiliate 14,714 11,318 12,467 3,396 (1,149)
Depreciation and amortization 810 1,424 3,150 (614) (1,726)
Total expenses 98,328 83,722 99,554 14,606 (15,832)
Other income (expense)
Equity in earnings of unconsolidated entities 50 40 56 10 (16)
Loss on extinguishment of debt (55,174) - (1,099) (55,174) 1,099
Interest expense (104,468) (71,184) (62,316) (33,284) (8,868)
Other income 132 22 - 110 22
Total other expense (159,460) (71,122) (63,359) (88,338) (7,763)
Loss before income taxes (204,188) (99,844) (94,723) (104,344) (5,121)
(Benefit from) provision for income taxes (572) 719 67 (1,291) 652
Net loss (203,616) (100,563) (94,790) (103,053) (5,773)
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries - - (228) - 228
Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415)
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:
Year Ended December 31, Change
(in thousands) 2025 2024 2023 '25 vs '24 '24 vs '23
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415)
Add: (Benefit from) provision for income taxes (572) 719 67 (1,291) 652
Add: Equity-based compensation expense 405 494 170 (89) 324
Add: Acquisition and transaction expenses 12,367 2,598 1,938 9,769 660
Add: Losses on the modification or extinguishment of debt and capital lease obligations 55,174 - 1,099 55,174 (1,099)
Add: Changes in fair value of non-hedge derivative instruments - - - - -
Add: Asset impairment charges - - - - -
Add: Incentive allocations - - - - -
Add: Depreciation and amortization expense 810 1,424 3,150 (614) (1,726)
Add: Interest expense 104,468 71,184 62,316 33,284 8,868
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
(38) (24) (25) (14) 1
Add: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414
Add: Interest and other costs on pension and OPEB liabilities - - - - -
Add: Other non-recurring items (2)
955 - - 955 -
Less: Equity in earnings of unconsolidated entities (50) (40) (56) (10) 16
Less: Non-controlling share of Adjusted EBITDA (3)
- - (260) - 260
Adjusted EBITDA (Non-GAAP) $ (30,097) $ (24,208) $ (26,163) $ (5,889) $ 1,955
______________________________________________________________________________________
(1)Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net loss of $(50), $(55) and $(80) and (ii) interest expense of $12, $31 and $55, respectively.
(2)Includes the following items for the year ended December 31, 2025: (i) non-ordinary professional fees of $955.
(3)Includes the following items for the year ended December 31, 2025, 2024 and 2023: (i) depreciation and amortization expense of $-, $- and $260, respectively.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Total revenues decreased $1.4 million primarily due to a decrease in roadside services at FYX.
Expenses
Total expenses increased $14.6 million primarily due to:
•an increase in acquisition and transaction expenses of $9.8 million due to higher professional fees; and
•an increase in general and administrative expense of $1.4 million primarily due to higher professional fees.
Other expense
Total other expense increased $88.3 million due to an increase in interest expense of $33.3 million due to the issuance of the Corporate Bridge Loan in August 2025 and an increase in loss on extinguishment of debt of $55.2 million due to paydown of the Senior Notes due 2027 in August 2025.
Dividends and accretion of redeemable preferred stock
Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA decreased $5.9 million primarily due to the changes noted above.
Transactions with Affiliates and Affiliated Entities
We are managed by the Manager, an affiliate of Fortress, pursuant to our Management Agreement, which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager. Pursuant to the terms of the
Management Agreement, the Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors. Our Management Agreement has an initial six-year term and is automatically renewed for one-year terms thereafter unless terminated either by us or our Manager. For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including preferred stock, but excluding non-controlling common interests) determined on a consolidated basis in accordance with GAAP as of the last day of the two most recently completed months multiplied byan annual rate of 1.50%. In addition, we are obligated to reimburse certain expenses incurred by our Manager on our behalf.
Geographic Information
Please refer to Note 17 of our consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2025, 2024 and 2023, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2025 and 2024.
Liquidity and Capital Resources
We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.
Subsequent to September 30, 2025, we have (i) refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement (see Note 21 for additional details), (ii) paid down the Jefferson June 2025 Credit Agreement and (iii) entered into a binding Commitment Agreement (the "Backstop Agreement") dated March 16, 2026, pursuant to which we may, at our sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility (see Note 21 for additional details). As disclosed in Note 8, the Company has significant debt obligations, which it continues to actively manage. As part of our evaluation under ASC 205-40, management reviewed its forecasted cash flows including debt maturities over the next 12 months and concluded that the Company's current liquidity, forecasted cash flows from operations and completed financing transactions are not sufficient to allow the Company to meet its obligations as they become due including repayment of the $218 million Jefferson Taxable Series 2024B Bonds upon their maturity (see Note 8 for additional detail). While management intends to refinance the $218 million Jefferson Taxable Series 2024B Bonds with long term financing, if such plans are not met, the Company would draw on the Backstop Agreement to pay off the Jefferson Taxable Series 2024B Bonds due July 1, 2026. Additionally, management's plan includes exercising existing contractual options to extend the DRP DB Term Loan of $106 million, the first tranche of EB-5 Loan Agreement of $26 million, and the second tranche of EB-5 Loan Agreement of $9.7 million that will extend maturities to May 30, 2028, January 25, 2028, and March 11, 2028, respectively. Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued. Management will continue to evaluate its liquidity and financial position and update future plans accordingly.
Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments.
•Cash used for the purpose of making investments was $1.1 billion, $118.1 million and $147.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.
•Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.
Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2025, (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales.
•During the year ended December 31, 2025, additional borrowings were obtained in connection with the (i) the Long Ridge Acquiom Loan 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, (v) the Bridge Loan Credit Agreement of $1.25 billion and (vi) the RailCo Revolver of $50 million. Additionally, during the year ended December 31, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details). 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. In August 2025, we used a portion of the net proceeds from the Bridge Loan Credit Agreement to redeem the Senior Notes due 2027 and Series A Preferred Stock.
•During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million, (ii) Series 2024 Bond Offering of $382.3 million and (iii) October 2024 Jefferson Credit Agreement of $50.0 million. In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million. In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel an additional $6.0 million of the Tax Exempt Series 2021A Bonds.
•During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 8 of the consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million. In July 2023, we used a portion of the net proceeds from the additional $100.0 million aggregate principal amount of the 2027 Notes to repay the amounts outstanding under the Transtar Revolver and Credit Agreement in full.
We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction. In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.
Historical Cash Flow
The following table presents our historical cash flow:
Year Ended December 31,
(in thousands) 2025 2024 2023
Cash Flow Data:
Net cash (used in) provided by operating activities $ (118,008) $ (15,278) $ 5,513
Net cash used in investing activities (1,142,666) (118,137) (147,123)
Net cash provided by financing activities 1,439,324 193,232 79,447
Comparison of the years ended December 31, 2025 and 2024
Net cash used in operating activities increased $102.7 million, which primarily reflects (i) a decrease in net loss of $114.0 million, (ii) an increase in loss on modification or extinguishment of debt of $50.4 million, (iii) an increase in depreciation and amortization of $53.1 million and (iv) an increase in amortization of deferred financing costs of $4.7 million, offset by (v) an increase in equity in earnings of unconsolidated entities of $67.8 million, (vi) an increase in gain on the sale of assets of $2.4 million, (vii) changes in working capital of $56.0 million, (viii) an increase in asset impairment of $67.9 million, (ix) changes in deferred income taxes of $7.7 million, (x) an increase in amortization of other comprehensive income of $20.1 million, and (xi) an increase in gain on sale of subsidiaries of $128.9 million.
Net cash used in investing activities increased $1.0 billion primarily due to (i) an increase in acquisition of property, plant and equipment of $201.0 million, (ii) an increase in the investment in unconsolidated entities of $14.7 million, and (iii) an increase in cash provided by the acquisition of business of $856.6 million, partially offset by (iv) a decrease in investment in convertible promissory notes of $31.4 million and (v) an increase in proceeds from investor loan of $11.0 million.
Net cash provided by financing activities increased $1.2 billion primarily due to (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 and (iii) a decrease in distributions to non-controlling interests of $13.7 million, partially offset by (iv) repayment of debt proceeds of $532.8 million, (v) an increase in repayment of preferred stock of $447.1 million, (vi) an increase in payment of deferred financing costs of $50.6 million, (vii) an increase in the payment of cash dividends on preferred stock of $10.9 million and (viii) an increase in redeemable preferred stock issuance costs of $21.2 million.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Debt Covenants
We are in compliance with all of our debt covenants as of December 31, 2025. See Note 8 to the consolidated financial statements for information related to our debt obligations and respective covenants.
Contractual Obligations and Cash Requirements
Our material cash requirements include the following contractual and other obligations:
Debt Obligations-As of December 31, 2025, we have 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 $248.9 million of interest payments due within the next twelve months. See Note 2 for liquidity discussion and Note 8 of the consolidated financial statements for additional information about our debt obligations.
Lease Obligations-As of December 31, 2025, we had operating and finance lease obligations of $295.5 million, of which $12.2 million is due within the next twelve months.
Redeemable Preferred Stock Obligations-We have dividend payments of $132.2 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months. See Notes 2 and 18 for additional information related to our preferred stock obligations.
Other Cash Requirements-In addition to our contractual obligations, we may pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.
Application of Critical Accounting Policies
Property, Plant and Equipment, Leasing Equipment and Depreciation-Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:
Asset Range of Estimated Useful Lives Residual Value Estimates
Railcars and locomotives
40 - 50 years from date of manufacture
Scrap value at end of useful life
Track and track related assets
15 - 50 years from date of manufacture
Scrap value at end of useful life
Land, site improvements and rights N/A N/A
Bridges and tunnels
15 - 55 years
Scrap value at end of useful life
Buildings and site improvements
20 - 30 years
Scrap value at end of useful life
Railroad equipment
3 - 15 years from date of manufacture
Scrap value at end of useful life
Power plant
15 - 40 years
None
Terminal machinery and equipment
15 - 25 years from date of manufacture
Scrap value at end of useful life
Furniture and fixtures
3 - 6 years from date of purchase
None
Computer hardware and software
3 - 5 years from date of purchase
None
Construction in progress N/A N/A
Impairment of Long-Lived Assets-We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant lease restructuring or early lease termination; a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from currently contracted leases and terminal services contracts, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.
Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.
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, FYX and Long Ridge Energy & Power LLC. As of December 31, 2025, the carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $122.7 million, $147.2 million, $5.4 million and $90.3 million, respectively. 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. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment.
For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss.
A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value.
As of October 1, 2025, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar, FYX and Long Ridge Energy & Power LLC reporting units and concluded that it was more likely than not that the fair value of the Transtar, FYX and Long Ridge Energy & Power LLC reporting units exceeded their respective carrying values. Therefore, no quantitative impairment evaluation was completed. As part of our assessment, we considered numerous factors, including:
•macroeconomic conditions and their potential impact on reporting unit fair value;
•industry and market conditions;
•cost factors such as increases in raw materials, labor or other costs;
•actual financial performance compared with budget and prior projections; and
•events that may change the composition or carrying value of its net assets.
For our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units.
In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. The fair value estimate was sensitive to significant assumptions inherent in the discounted estimated future cash flows, including forecasted revenue and revenue growth rates and discount rate. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 20% as of October 1, 2025. The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads. Our discount rate for our 2025 goodwill impairment analysis was 10.0% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.
We expect the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.
There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023.
Income Taxes-Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal and state corporate income tax in locations where they conduct business.
We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.
Some of our entities file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal and state tax authorities. We recognize tax
benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
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