PRESS RELEASE
FTAI Infrastructure Inc. Reports Fourth Quarter and Full Year 2025
Results, Declares Dividend of $0.03 per Share of Common Stock
NEW YORK, February 26, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the
“Company” or “FTAI Infrastructure”) today reported financial results for the fourth quarter and full year 2025. The Company’s consolidated comparative financial statements
and key performance measures are attached as an exhibit to this press release.
Business Highlights
| • |
Reported $232.3 million(1) of Adjusted EBITDA for fiscal 2025, up 82% from fiscal 2024.
|
| • |
Fourth quarter Adjusted EBITDA of $80.2 million(2) represented a run rate at year-end of $320.8 million annually.
|
| • |
Closed new $1.315 billion term loan to refinance 2025 bridge facility issued in connection with the acquisition of the Wheeling & Lake Erie Railroad.
|
| • |
Railroad segment reported $41.3 million of fourth quarter Adjusted EBITDA with integration of the Wheeling now underway and multiple new M&A opportunities being pursued.
|
| (1) |
Excludes $9.0 million gain realized in Q4 related to CPE investment and $120.0 million gain related to the consolidation of Long Ridge following the acquisition of the remaining 49.9% minority
stake.
|
| (2) |
Excludes $9.0 million gain realized in Q4 related to CPE investment.
|
Financial Overview
|
(in thousands, except per share data)
|
||||||||
|
Selected Financial Results
|
Three Months Ended
December 31, 2025
|
Year Ended
December 31, 2025
|
||||||
|
Net Loss Attributable to Stockholders, Before Series B Preferred Stock Dividend and Loss on Extinguishment of Preferred Stock
|
$
|
(118,959
|
)
|
$
|
(207,403
|
)
|
||
|
Basic Loss per Share of Common Stock
|
$
|
(1.06
|
)
|
$
|
(2.24
|
)
|
||
|
Diluted Loss per Share of Common Stock
|
$
|
(1.08
|
)
|
$
|
(2.26
|
)
|
||
|
Adjusted EBITDA (1)
|
$
|
89,158
|
$
|
361,224
|
||||
|
Adjusted EBITDA - Four Core Segments (1)(2)
|
$
|
89,107
|
$
|
382,815
|
||||
| (1) |
For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
|
| (2) |
Excludes Sustainability and Energy Transition and Corporate and Other segments.
|
Fourth Quarter 2025 Dividends
On February 26, 2026, 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 December 31, 2025, payable
on April 1, 2026 to the holders of record on March 13, 2026.
Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the
Company’s website, www.fipinc.com, and the Company’s Annual Report on Form 10-K, when available on the Company’s website. Nothing on the Company’s website is included
or incorporated by reference herein.
1
Conference Call
In addition, management will host a conference call on Friday, February 27, 2026 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the
following link https://register-conf.media-server.com/register/BI2c5be2238dae44279ac782022ea89a85. Once registered, participants will receive a dial-in and unique pin to access the call.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
A replay of the conference call will be available after 11:30 A.M. on Friday, February 27, 2026 through 11:30 A.M. on Friday, March 6, 2026 on https://ir.fipinc.com/news-events/events.
The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a
part of, this press release.
About FTAI Infrastructure Inc.
FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a
combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global
investment firm.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which
are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this
press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.fipinc.com). In addition, new risks and uncertainties emerge from time to time, and it is not
possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events,
conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
For further information, please contact:
Alan Andreini
Investor Relations
FTAI Infrastructure Inc.
(646) 734-9414
aandreini@ftaiaviation.com
2
Exhibit - Financial Statements
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except share and per share data)
|
Three Months Ended
December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenues
|
||||||||||||||||
|
Total revenues
|
$
|
143,517
|
$
|
80,764
|
$
|
502,520
|
$
|
331,497
|
||||||||
|
Expenses
|
||||||||||||||||
|
Operating expenses
|
83,122
|
59,108
|
299,587
|
247,674
|
||||||||||||
|
General and administrative
|
4,045
|
4,108
|
16,222
|
14,798
|
||||||||||||
|
Acquisition and transaction expenses
|
11,698
|
1,084
|
27,138
|
5,457
|
||||||||||||
|
Management fees and incentive allocation to affiliate
|
4,710
|
2,734
|
14,714
|
11,318
|
||||||||||||
|
Depreciation and amortization
|
38,666
|
19,234
|
132,489
|
79,410
|
||||||||||||
|
Asset impairment
|
—
|
72,336
|
4,401
|
72,336
|
||||||||||||
|
Total expenses
|
142,241
|
158,604
|
494,551
|
430,993
|
||||||||||||
|
Other income (expense)
|
||||||||||||||||
|
Equity in earnings (losses) of unconsolidated entities
|
6,056
|
(16,498
|
)
|
12,303
|
(55,496
|
)
|
||||||||||
|
Gain (loss) on sale of assets, net
|
8,986
|
(225
|
)
|
128,842
|
2,370
|
|||||||||||
|
Loss on modification or extinguishment of debt
|
(42
|
)
|
(502
|
)
|
(59,323
|
)
|
(8,925
|
)
|
||||||||
|
Interest expense
|
(90,286
|
)
|
(33,312
|
)
|
(265,914
|
)
|
(122,108
|
)
|
||||||||
|
Other income
|
8,452
|
5,039
|
20,751
|
20,904
|
||||||||||||
|
Total other expense
|
(66,834
|
)
|
(45,498
|
)
|
(163,341
|
)
|
(163,255
|
)
|
||||||||
|
Loss before income taxes
|
(65,558
|
)
|
(123,338
|
)
|
(155,372
|
)
|
(262,751
|
)
|
||||||||
|
Provision for (benefit from) income taxes
|
32,163
|
1,333
|
(3,318
|
)
|
3,313
|
|||||||||||
|
Net loss
|
(97,721
|
)
|
(124,671
|
)
|
(152,054
|
)
|
(266,064
|
)
|
||||||||
|
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
|
(10,882
|
)
|
(10,366
|
)
|
(44,880
|
)
|
(42,419
|
)
|
||||||||
|
Less: Preferred dividends and accretion on redeemable non-controlling interests
|
32,120
|
—
|
44,607
|
—
|
||||||||||||
|
Less: Dividends and accretion of redeemable preferred stock
|
—
|
19,251
|
55,622
|
70,814
|
||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock dividend and loss on
extinguishment of preferred stock
|
$
|
(118,959
|
)
|
$
|
(133,556
|
)
|
$
|
(207,403
|
)
|
$
|
(294,459
|
)
|
||||
|
Net loss attributable to common stockholders
|
$
|
(125,482
|
)
|
$
|
(133,556
|
)
|
$
|
(260,406
|
)
|
$
|
(294,459
|
)
|
||||
|
Loss per share:
|
||||||||||||||||
|
Basic
|
$
|
(1.06
|
)
|
$
|
(1.29
|
)
|
$
|
(2.24
|
)
|
$
|
(2.72
|
)
|
||||
|
Diluted
|
$
|
(1.08
|
)
|
$
|
(1.29
|
)
|
$
|
(2.26
|
)
|
$
|
(2.72
|
)
|
||||
|
Weighted average shares outstanding:
|
||||||||||||||||
|
Basic
|
116,294,461
|
103,426,793
|
115,214,910
|
108,217,871
|
||||||||||||
|
Diluted
|
116,294,461
|
103,426,793
|
115,214,910
|
108,217,871
|
||||||||||||
3
FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
57,351
|
$
|
27,785
|
||||
|
Restricted cash and cash equivalents
|
268,595
|
119,511
|
||||||
|
Accounts receivable, net
|
95,388
|
52,994
|
||||||
|
Other current assets
|
62,677
|
19,561
|
||||||
|
Total current assets
|
484,011
|
219,851
|
||||||
|
Leasing equipment, net
|
36,570
|
37,453
|
||||||
|
Operating lease right-of-use assets, net
|
133,493
|
67,937
|
||||||
|
Property, plant, and equipment, net
|
4,581,771
|
1,653,468
|
||||||
|
Investments
|
22,243
|
12,529
|
||||||
|
Intangible assets, net
|
43,173
|
46,229
|
||||||
|
Goodwill
|
365,703
|
275,367
|
||||||
|
Other assets
|
81,697
|
61,554
|
||||||
|
Total assets
|
$
|
5,748,661
|
$
|
2,374,388
|
||||
|
Liabilities
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
280,707
|
$
|
176,425
|
||||
|
Debt, net
|
1,611,006
|
48,594
|
||||||
|
Operating lease liabilities
|
9,108
|
7,172
|
||||||
|
Derivative liabilities
|
34,381
|
—
|
||||||
|
Other current liabilities
|
20,363
|
18,603
|
||||||
|
Total current liabilities
|
1,955,565
|
250,794
|
||||||
|
Debt, net
|
2,163,167
|
1,539,241
|
||||||
|
Operating lease liabilities
|
71,000
|
60,893
|
||||||
|
Derivative liabilities
|
189,116
|
—
|
||||||
|
Warrant liabilities
|
81,599
|
—
|
||||||
|
Deferred income tax liabilities
|
300,231
|
9,639
|
||||||
|
Other liabilities
|
44,000
|
57,465
|
||||||
|
Total liabilities
|
4,804,678
|
1,918,032
|
||||||
|
Commitments and contingencies
|
||||||||
|
Redeemable preferred stock Series A ($0.01 par value per share; 200,000,000 total preferred shares authorized;
300,000 Series A shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; redemption amount of $— million and $431.8 million as of December 31, 2025 and December 31, 2024, respectively)
|
—
|
381,218
|
||||||
|
Redeemable convertible preferred stock Series B ($0.01 par value per share; 200,000,000 total preferred shares authorized; 160,000 and —
Series B shares issued and outstanding as of December 31, 2025 and December 31, 2024; redemption amount of $192.0 million and $— million as of December 31, 2025 and December 31, 2024)
|
152,642
|
—
|
||||||
|
Redeemable preferred stock Series A RailCo - Non-controlling interest (zero par value per share; 1,000,000 total preferred shares
authorized; 1,000,000 and — Series A - RailCo shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; redemption amount of $1.4 billion and $— million at December 31, 2025 and December 31, 2024,
respectively)
|
937,578
|
—
|
||||||
|
Equity
|
||||||||
|
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 116,294,461 and 113,934,860 shares issued
and outstanding at December 31, 2025 and December 31, 2024, respectively)
|
1,163
|
1,139
|
||||||
|
Additional paid in capital
|
623,771
|
764,381
|
||||||
|
Accumulated deficit
|
(512,992
|
)
|
(405,818
|
)
|
||||
|
Accumulated other comprehensive loss
|
(90,618
|
)
|
(157,051
|
)
|
||||
|
Stockholders' equity
|
21,324
|
202,651
|
||||||
|
Non-controlling interests in equity of consolidated subsidiaries
|
(167,561
|
)
|
(127,513
|
)
|
||||
|
Total equity
|
(146,237
|
)
|
75,138
|
|||||
|
Total liabilities, redeemable preferred stock and equity
|
$
|
5,748,661
|
$
|
2,374,388
|
||||
4
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, unless otherwise noted)
|
Year Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(152,054
|
)
|
$
|
(266,064
|
)
|
||
|
Equity in (earnings) losses of unconsolidated entities
|
(12,303
|
)
|
55,496
|
|||||
|
Gain on sale of subsidiaries
|
(128,921
|
)
|
—
|
|||||
|
Loss (gain) on sale of assets, net
|
79
|
(2,370
|
)
|
|||||
|
Loss on modification or extinguishment of debt
|
59,323
|
8,925
|
||||||
|
Gain on sale of easement
|
—
|
(3,486
|
)
|
|||||
|
Equity-based compensation
|
11,076
|
8,636
|
||||||
|
Depreciation and amortization
|
132,489
|
79,410
|
||||||
|
Asset impairment
|
4,401
|
72,336
|
||||||
|
Change in deferred income taxes
|
(5,764
|
)
|
1,920
|
|||||
|
Change in fair value of non-hedge derivatives
|
603
|
—
|
||||||
|
Change in fair value of warrants
|
(4,234
|
)
|
—
|
|||||
|
Amortization of deferred financing costs
|
10,988
|
6,248
|
||||||
|
Amortization of bond discount
|
23,336
|
8,682
|
||||||
|
Amortization of other comprehensive income
|
(20,092
|
)
|
—
|
|||||
|
Paid-in-kind interest expense
|
5,829
|
—
|
||||||
|
Provision for (recovery) credit losses
|
(888
|
)
|
863
|
|||||
|
Change in:
|
||||||||
|
Accounts receivable
|
(9,920
|
)
|
2,133
|
|||||
|
Other assets
|
(13,282
|
)
|
(1,976
|
)
|
||||
|
Accounts payable and accrued liabilities
|
51,745
|
20,970
|
||||||
|
Derivative liabilities
|
(67,006
|
)
|
—
|
|||||
|
Other liabilities
|
(3,416
|
)
|
(7,001
|
)
|
||||
|
Net cash used in operating activities
|
(118,011
|
)
|
(15,278
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in unconsolidated entities
|
(18,548
|
)
|
(3,826
|
)
|
||||
|
Acquisition of business, net of cash acquired
|
(856,644
|
)
|
—
|
|||||
|
Acquisition of leasing equipment
|
(724
|
)
|
(3,288
|
)
|
||||
|
Acquisition of property, plant and equipment
|
(280,526
|
)
|
(79,536
|
)
|
||||
|
Investment in investor loan
|
11,001
|
—
|
||||||
|
Investment in promissory notes
|
—
|
(31,438
|
)
|
|||||
|
Investment in equity instruments
|
—
|
(5,000
|
)
|
|||||
|
Proceeds from insurance recoveries
|
—
|
267
|
||||||
|
Proceeds from sale of property, plant and equipment
|
2,775
|
1,198
|
||||||
|
Proceeds from sale of easement
|
—
|
3,486
|
||||||
|
Net cash used in investing activities
|
(1,142,666
|
)
|
(118,137
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from debt, net
|
1,794,074
|
498,426
|
||||||
|
Repayment of debt
|
(780,364
|
)
|
(247,594
|
)
|
||||
|
Payment of financing costs
|
(62,051
|
)
|
(11,438
|
)
|
||||
|
Proceeds from issuance of common shares
|
2,694
|
—
|
||||||
|
Proceeds from issuance of redeemable preferred stock
|
1,000,000
|
—
|
||||||
|
Redeemable preferred stock issuance costs
|
(21,197
|
)
|
—
|
|||||
|
Repayment of preferred stock
|
(447,121
|
)
|
—
|
|||||
|
Distributions to non-controlling interests
|
(1,311
|
)
|
(15,039
|
)
|
||||
|
Settlement of equity-based compensation
|
(6,050
|
)
|
(3,335
|
)
|
||||
|
Cash dividends - common stock
|
(13,831
|
)
|
(13,124
|
)
|
||||
|
Cash dividends - redeemable preferred stock
|
(25,516
|
)
|
(14,664
|
)
|
||||
|
Net cash provided by financing activities
|
1,439,327
|
193,232
|
||||||
|
Net increase in cash and cash equivalents and restricted cash and cash equivalents
|
178,650
|
59,817
|
||||||
|
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
|
147,296
|
87,479
|
||||||
|
Cash and cash equivalents and restricted cash and cash equivalents, end of period
|
$
|
325,946
|
$
|
147,296
|
||||
5
Key Performance Measures
The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.
Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. 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 other pension expense benefits (“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.
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 for the three and twelve months ended December 31, 2025 and 2024:
|
Three Months Ended
December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
(in thousands)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred
stock
|
$
|
(118,959
|
)
|
$
|
(133,556
|
)
|
$
|
(207,403
|
)
|
$
|
(294,459
|
)
|
||||
|
Add: Provision for (benefit from) income taxes
|
32,163
|
1,333
|
(3,318
|
)
|
3,313
|
|||||||||||
|
Add: Equity-based compensation expense
|
7,391
|
1,868
|
11,076
|
8,636
|
||||||||||||
|
Add: Acquisition and transaction expenses
|
11,698
|
1,084
|
27,138
|
5,457
|
||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
42
|
502
|
59,323
|
8,925
|
||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(4,274
|
)
|
—
|
(4,063
|
)
|
—
|
||||||||||
|
Add: Asset impairment charges
|
—
|
70,401
|
4,401
|
70,401
|
||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
||||||||||||
|
Add: Depreciation & amortization expense(1)
|
33,777
|
20,467
|
117,328
|
83,885
|
||||||||||||
|
Add: Interest expense
|
90,286
|
33,312
|
265,914
|
122,108
|
||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
18,152
|
5,182
|
30,875
|
20,272
|
||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
32,120
|
19,251
|
100,229
|
70,814
|
||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(93
|
)
|
(280
|
)
|
(887
|
)
|
(66
|
)
|
||||||||
|
Add: Other non-recurring items(3)
|
—
|
—
|
2,295
|
—
|
||||||||||||
|
Less: Equity in (earnings) losses of unconsolidated entities
|
(6,056
|
)
|
16,498
|
(12,303
|
)
|
55,496
|
||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(4)
|
(7,089
|
)
|
(6,889
|
)
|
(29,381
|
)
|
(27,194
|
)
|
||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
89,158
|
$
|
29,173
|
$
|
361,224
|
$
|
127,588
|
||||||||
| (1) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) depreciation and amortization expense of $132,489 and $79,410, (ii) capitalized contract costs amortization of $4,931 and $4,475 and (iii) amortization of other comprehensive income of $(20,092) and $—, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) depreciation and amortization expense of $38,666 and $19,234, (ii) capitalized contract costs
amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(6,122) and $—, respectively.
| (2) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) net income (loss) of $21,206 and $(55,656), (ii) interest expense of $8,574
and $43,549, (iii) depreciation and amortization expense of $9,029 and $28,115, (iv) acquisition and transaction expenses of $201 and $209, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,488), (vi) asset impairment of $— and $274,
(vii) equity-based compensation of $— and $2, (viii) loss on modification or
extinguishment of debt of $— and $4,724, (ix) equity method basis adjustments of $10 and $65, (x) provision for income taxes of $4,676 and $— and (xi) other non-recurring items of $1 and
$478, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) net income (loss) of $9,628 and $(16,524), (ii) interest expense of $926 and $10,648, (iii) depreciation and amortization expense of $4,293 and $8,024, (iv) acquisition and transaction expenses of $— and $112, (v) changes in fair value of non-hedge derivative instruments of $— and $2,906, (vi) equity method basis adjustments of $— and $16 and (vii) provision for income taxes of $3,305 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.
|
| (4) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) equity-based compensation of $449 and $1,127, (ii) benefit from income taxes of $(219) and $(510), (iii) interest expense of $15,569 and $11,555, (iv) depreciation and amortization expense of $12,543 and $12,930, (v) changes in fair value of non-hedge derivative instruments of $(25) and $—, (vi) acquisition and transaction expenses of $278 and $7, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $(1), (viii) asset impairment of $24 and $—, (ix) equity in earnings of
unconsolidated entities of $96 and $—, (x) dividends and accretion of redeemable preferred
stock of $243 and $—, (xi) loss on modification or extinguishment of debt of $367 and $2,086 and (xii) other recurring items of $61 and $—, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) equity-based compensation of $105 and $188, (ii) benefit from income taxes of $(421) and $(136), (iii) interest expense of $3,801 and $3,649, (iv) depreciation and amortization expense of $3,324
and $3,075, (v) changes in fair value of non-hedge derivative instruments of $(22) and $—, (vi) acquisition and transaction expenses of $60 and $4, (vii) interest and other costs on pension and OPEB liabilities of $— and $(2), (viii) asset impairment charges of $(1) and $—, (ix) equity in earnings of
unconsolidated entities of $65 and $—, (x) dividends and accretion of redeemable preferred stock
of $171 and $— and (xi) loss on modification or extinguishment of debt of $7 and $111, respectively.
6
The following tables 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 for our four core segments for the three months and year ended December 31, 2025:
|
Three Months Ended December 31, 2025
|
||||||||||||||||||||
|
(in thousands)
|
Railroad
|
Jefferson
Terminal
|
Repauno
|
Power and
Gas
|
Four Core
Segments
|
|||||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock and loss on extinguishment
of preferred stock
|
$
|
(8,191
|
)
|
$
|
(6,971
|
)
|
$
|
(8,195
|
)
|
$
|
(45,699
|
)
|
$
|
(69,056
|
)
|
|||||
|
Add: Provision for (benefit from) income taxes
|
317
|
(2,593
|
)
|
658
|
34,933
|
33,315
|
||||||||||||||
|
Add: Equity-based compensation expense
|
1,230
|
328
|
70
|
5,636
|
7,264
|
|||||||||||||||
|
Add: Acquisition and transaction expenses
|
1,190
|
—
|
959
|
3,966
|
6,115
|
|||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
12
|
—
|
30
|
42
|
|||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(3,764
|
)
|
—
|
—
|
(510
|
)
|
(4,274
|
)
|
||||||||||||
|
Add: Asset impairment charges
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Depreciation & amortization expense(1)
|
6,057
|
13,542
|
2,494
|
11,438
|
33,531
|
|||||||||||||||
|
Add: Interest expense
|
552
|
15,442
|
2,413
|
26,730
|
45,137
|
|||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
18,305
|
—
|
—
|
—
|
18,305
|
|||||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
32,120
|
—
|
—
|
—
|
32,120
|
|||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(93
|
)
|
—
|
—
|
—
|
(93
|
)
|
|||||||||||||
|
Add: Other non-recurring items
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Less: Equity in earnings of unconsolidated entities
|
(6,210
|
)
|
—
|
—
|
—
|
(6,210
|
)
|
|||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(3)
|
(261
|
)
|
(6,191
|
)
|
(300
|
)
|
(337
|
)
|
(7,089
|
)
|
||||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
41,252
|
$
|
13,569
|
$
|
(1,901
|
)
|
$
|
36,187
|
$
|
89,107
|
|||||||||
7
|
Year Ended December 31, 2025
|
||||||||||||||||||||
|
(in thousands)
|
Railroad
|
Jefferson
Terminal
|
Repauno
|
Power and
Gas
|
Four Core
Segments
|
|||||||||||||||
|
Net income (loss) attributable to stockholders, before series B preferred stock and loss on
extinguishment of preferred stock
|
$
|
15,817
|
$
|
(46,043
|
)
|
$
|
(30,765
|
)
|
$
|
109,824
|
$
|
48,833
|
||||||||
|
Add: Provision for (benefit from) income taxes
|
5,937
|
(1,873
|
)
|
714
|
(7,524
|
)
|
(2,746
|
)
|
||||||||||||
|
Add: Equity-based compensation expense
|
2,300
|
1,495
|
1,240
|
5,636
|
10,671
|
|||||||||||||||
|
Add: Acquisition and transaction expenses
|
3,607
|
68
|
4,253
|
6,594
|
14,522
|
|||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
748
|
3,324
|
77
|
4,149
|
|||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(4,234
|
)
|
—
|
—
|
171
|
(4,063
|
)
|
|||||||||||||
|
Add: Asset impairment charges
|
4,401
|
—
|
—
|
—
|
4,401
|
|||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Depreciation & amortization expense(1)
|
21,273
|
51,128
|
9,973
|
34,144
|
116,518
|
|||||||||||||||
|
Add: Interest expense
|
883
|
65,130
|
6,943
|
88,490
|
161,446
|
|||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
26,713
|
—
|
—
|
6,503
|
33,216
|
|||||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
44,607
|
—
|
—
|
—
|
44,607
|
|||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(887
|
)
|
—
|
—
|
—
|
(887
|
)
|
|||||||||||||
|
Add: Other non-recurring items (3)
|
305
|
—
|
1,035
|
—
|
1,340
|
|||||||||||||||
|
Less: Equity in earnings of unconsolidated entities
|
(9,223
|
)
|
—
|
—
|
(10,588
|
)
|
(19,811
|
)
|
||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(4)
|
(524
|
)
|
(27,028
|
)
|
(1,492
|
)
|
(337
|
)
|
(29,381
|
)
|
||||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
110,975
|
$
|
43,625
|
$
|
(4,775
|
)
|
$
|
232,990
|
$
|
382,815
|
|||||||||
| (1) |
Jefferson Terminal
|
Includes the following items for the three months and year ended December 31,
2025: (i) depreciation and amortization expense of $12,309 and $46,197 and (ii)
capitalized contract costs amortization of $1,233 and $4,931, respectively.
Power and Gas
Includes the following items for the three months and year ended December 31,
2025: (i) depreciation and amortization expense of $17,560 and $54,236 and (ii)
amortization of other comprehensive income of $(6,122) and $(20,092), respectively.
| (2) |
Railroad
|
Includes the following items for the three months and year ended December 31,
2025: (i) net income of $9,781 and $14,966, (ii) depreciation expense of $4,293 and $6,145, (iii) interest expense of $926 and $926 and (iv) provision for income taxes of $3,305 and $4,676.
Power and Gas
Includes the following items for the three months and year ended December 31,
2025: (i) net income of $— and $10,576, (ii) interest expense of $— and $6,352, (iii) depreciation and amortization expense of $— and $2,185, (iv) acquisition and transaction expenses of $—
and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.
| (3) |
Railroad
|
Includes the following items for the year ended December 31, 2025:
Railroad severance expense of $305.
8
Repauno
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.
| (4) |
Railroad
|
Includes the following items for the three months and year ended December 31,
2025: (i) equity-based compensation of $7 and $13, (ii) (benefit from) provision for
income taxes of $1 and $33, (iii) interest expense of $3 and $5, (iv) depreciation and amortization expense of $29
and $116, (v) acquisition and transaction expenses of $6 and $20, (vi) interest and other costs on pension and OPEB liabilities of $— and $(5), (vii) changes in fair value of non-hedge derivative instruments of $(20) and $(23), (viii) asset impairment charges of $(1) and $24, (ix) equity in earnings of
unconsolidated entities of $65 and $96, (x) dividends and accretion of redeemable preferred stock
of $171 and $243 and (xi) other non-recurring items of $— and $2, respectively.
Jefferson Terminal
Includes the following items for the three months and year ended December 31,
2025: (i) equity-based compensation of $75 and $346, (ii) (benefit from) provision for
income taxes of $(601) and $(434), (iii) interest expense of $3,577 and $15,085, (iv) depreciation and amortization expense of $3,137
and $11,842, (v) acquisition and transaction expenses of $— and $16 and (vi) loss on modification or extinguishment of debt of $3 and $173, respectively.
Repauno
Includes the following items for the three months and year ended ended December
31, 2025: (i) equity-based compensation of $— and $67, (ii) provision for income taxes of
$36 and $39, (iii) interest expense of $115 and $373, (iv) depreciation and amortization expense of $111 and $538, (v) acquisition and transaction expense of $38 and $226, (vi) loss on modification or extinguishment of debt of $— and $190
and (vii) other non-recurring items of $— and $59, respectively.
Power and Gas
Includes the following items for the three months and year ended ended December
31, 2025: (i) equity-based compensation of $23 and $23, (ii) interest expense of $106 and $106, (iii) depreciation and amortization expense of $47 and $47, (iv) changes in fair value of non-hedge derivative instruments of $(2) and $(2), (v) provision for income taxes of $143 and $143, (vi) acquisition and transaction expense of $16 and $16 and (vii) loss on modification or extinguishment of debt of $4 and $4,
respectively.
9