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FTAI Infrastructure Inc.

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 31, 2025

FIP$3.47+18.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-15.

0001899883-25-000041

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001899883-25-000054

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 168 previous paragraphs and 180 current paragraphs.

50 unchanged; 69 reworded; 59 added; 46 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (59)

Current report

Comparison of the three and nine months ended September 30, 2025 and 2024

Current report

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:

Current report

(4) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $120 and $240, (ii) provision for (benefit from) income taxes of $14 and $(98), (iii) interest expense of $4,122 and $3,078, (iv) depreciation and amortization expense of $3,079 and $3,274, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $52 and $—, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $(2) and $—, (ix) losses on the modification or extinguishment of debt of $2 and $(175), (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $(2) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $344 and $939, (ii) provision for (benefit from) income taxes of $202 and $(374), (iii) interest expense of $11,768 and $7,906, (iv) depreciation and amortization expense of $9,219 and $9,855, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $218 and $3, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $1, (viii) asset impairment charges of $25 and $—, (ix) losses on the modification or extinguishment of debt of $360 and $1,975, (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $61 and $—, respectively.

Current report

Power revenues increased $56.5 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Gas revenues increased $1.7 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Power revenues increased $110.3 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Gas revenues increased $5.9 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Operating expenses increased $12.2 million which primarily reflects:

Current report

•an increase of $15.1 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

Current report

•a decrease of $1.0 million primarily due to lower labor costs at the Repauno segment; and

Current report

Acquisition and transaction expenses increased $0.7 million primarily due to (i) an increase in consulting fees at the Repauno segment and (ii) higher professional fees for a potential acquisition in the Corporate and Other segment, partially offset by a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment.

Current report

Operating expenses increased $27.9 million which primarily reflects:

Current report

•an increase of $36.4 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

Current report

•a decrease of $0.7 million primarily due to lower labor costs at the Repauno segment; and

Current report

Total other expense increased $84.2 million during the three months ended September 30, 2025 primarily due to:

Current report

•an increase in loss on modification or extinguishment of debt of $56.0 million primarily due to loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;

Current report

•a decrease in gain on sale of assets of $2.7 million primarily due to a prior year gain from a sales leaseback transaction in the Jefferson Terminal segment; partially offset by

Current report

Total other expense decreased $21.3 million during the nine months ended September 30, 2025 primarily due to:

Current report

•an increase in gain on sale of assets of $117.3 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025; offset by

Current report

Net loss increased $61.6 million and decreased $87.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Current report

Adjusted EBITDA increased $34.0 million and $173.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Current report

(1) Includes the following items for the three and nine months ended September 30, 2025: (i) net income of $5,185, (ii) depreciation and amortization expense of $1,852 and (iii) provision for income taxes of $1,371.

Current report

Total expenses decreased $2.5 million during the three months ended September 30, 2025 which primarily reflects a decrease in operating expenses mainly due to decreased carloads.

Current report

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:

Current report

(2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $77 and $157, (ii) provision for (benefit from) income taxes of $(9) and $(100), (iii) interest expense of $3,952 and $3,073, (iv) depreciation and amortization expense of $2,916 and $3,100 and (v) losses on the modification or extinguishment of debt of $(3) and $(175), respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $271 and $828, (ii) provision for (benefit from) income taxes of $167 and $(373), (iii) interest expense of $11,508 and $7,876, (iv) depreciation and amortization expense of $8,705 and $9,346, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $170 and $1,975, respectively.

Current report

Total revenues increased $1.4 million and $2.7 million during the three and nine months ended September 30, 2025, respectively, due to an increase in average refined product throughput volumes.

Current report

•a decrease in operating expenses of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance; and

Current report

•a decrease in depreciation and amortization of $0.6 million due to certain assets becoming fully depreciated.

Current report

Total expenses decreased $5.4 million during the nine months ended September 30, 2025 which primarily reflects:

Current report

•a decrease in operating expenses of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance; and

Current report

•a decrease in depreciation and amortization of $2.7 million due to certain assets becoming fully depreciated.

Current report

Total other expense increased $7.9 million during the three months ended September 30, 2025, which reflects (i) a decrease in gain on modification or extinguishment of debt of $0.7 million related to a prior year gain on extinguishment of debt, (ii) an increase in interest expense of $4.0 million related to additional borrowings and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction.

Current report

Total other expense increased $13.1 million during the nine months ended September 30, 2025, which reflects (i) an increase in interest expense of $16.1 million related to additional borrowings, (ii) a decrease in other income of $1.9 million primarily from a prior year gain from the grant of a pipeline easement and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction, partially offset by a decrease in loss on modification or extinguishment of debt of $7.7 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance.

Current report

Adjusted EBITDA decreased $0.7 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Current report

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:

Current report

(2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $41 and $80, (ii) provision for (benefit from) income taxes of $1 and $(4), (iii) interest expense of $170 and $5, (iv) depreciation and amortization expense of $138 and $152, (v) acquisition and transaction expenses of $56 and $—, (vi) losses on the modification or extinguishment of debt of $5 and $— and (vii) other non-recurring items of $(2) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $67 and $106, (ii) provision for (benefit from) income taxes of $3 and $(14), (iii) interest expense of $258 and $29, (iv) depreciation and amortization expense of $427 and $453, (v) acquisition and transaction expenses of $188 and $—, (vi) losses on the modification or extinguishment of debt of $190 and $— and (vii) other non-recurring items of $59 and $—, respectively.

Current report

Total expenses decreased $0.1 million during the three months ended September 30, 2025, which primarily reflects:

Current report

•a decrease in operating expenses of $1.0 million associated with lower labor costs; offset by

Current report

•an increase in acquisition and transaction expenses of $1.0 million related to consulting fees.

Showing the first 40 of 59 passages. Open the source sections for the rest.

Removed paragraphs (46)

Previous report

Comparison of the three and six months ended June 30, 2025 and 2024

Previous report

(4) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $86 and $268, (ii) provision for (benefit from) income taxes of $84 and $(142), (iii) interest expense of $3,706 and $2,639, (iv) depreciation and amortization expense of $3,071 and $3,387, (v) acquisition and transaction expenses of $165 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $8 and $—, (viii) losses on the modification or extinguishment of debt of $356 and $2,150 and (ix) other non-recurring items of $2 and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $224 and $699, (ii) provision for (benefit from) income taxes of $188 and $(276), (iii) interest expense of $7,646 and $4,828, (iv) depreciation and amortization expense of $6,140 and $6,581, (v) acquisition and transaction expenses of $166 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $—, (viii) losses on the modification or extinguishment of debt of $358 and $2,150 and (ix) other non-recurring items of $63 and $—, respectively.

Previous report

Power revenues increased $38.0 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Gas revenues increased $3.0 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Power revenues increased $53.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Gas revenues increased $4.1 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Operating expenses increased $13.2 million which primarily reflects:

Previous report

•an increase of $15.7 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segment; partially offset by

Previous report

Operating expenses increased $15.7 million which primarily reflects:

Previous report

•an increase of $21.3 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segment; partially offset by

Previous report

Acquisition and transaction expenses increased $10.4 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other.

Previous report

Total other expense increased $17.4 million during the three months ended June 30, 2025 primarily due to:

Previous report

Total other income increased $105.5 million during the six months ended June 30, 2025 primarily due to:

Previous report

•an increase in gain on sale of assets of $120.0 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025; and

Previous report

•a decrease in loss on modification or extinguishment of debt of $5.1 million primarily due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance in the Jefferson Terminal segment, partially offset by a loss on extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment; partially offset by

Previous report

Net loss increased $21.8 million and net income increased $148.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Previous report

Adjusted EBITDA increased $11.7 million and $139.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Previous report

(2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $76 and $259, (ii) provision for (benefit from) income taxes of $78 and $(143), (iii) interest expense of $3,707 and $2,623, (iv) depreciation and amortization expense of $2,900 and $3,219, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $171 and $2,150, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $194 and $671, (ii) provision for (benefit from) income taxes of $176 and $(273), (iii) interest expense of $7,556 and $4,803, (iv) depreciation and amortization expense of $5,789 and $6,246, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $173 and $2,150, respectively.

Previous report

Total revenues increased $0.5 million and $1.3 million during the three and six months ended June 30, 2025, respectively, due to an increase in average refined product throughput volumes.

Previous report

Total expenses decreased $1.9 million during the three months ended June 30, 2025 which primarily reflects:

Previous report

•a decrease in operating expenses of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance; and

Previous report

•a decrease in depreciation and amortization of $1.0 million due to certain assets becoming fully depreciated.

Previous report

Total expenses decreased $4.0 million during the six months ended June 30, 2025 which primarily reflects:

Previous report

•a decrease in operating expenses of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance; and

Previous report

•a decrease in depreciation and amortization of $2.1 million due to certain assets becoming fully depreciated.

Previous report

2024 Bond issuance, offset by (i) an increase in interest expense of $4.8 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $2.2 million from a prior year gain from the grant of a pipeline easement.

Previous report

Total other expense increased $5.2 million during the six months ended June 30, 2025, which reflects (i) an increase in interest expense of $12.1 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $1.5 million primarily from a prior year gain from the grant of a pipeline easement partially offset by interest income on the Series 2024 Bond funds, both offset by a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance.

Previous report

(2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $8 and $8, (ii) provision for (benefit from) income taxes of $1 and $(2), (iii) interest expense of $(2) and $15, (iv) depreciation and amortization expense of $140 and $152, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) asset impairment charges of $(19) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $26 and $26, (ii) provision for (benefit from) income taxes of $2 and $(10), (iii) interest expense of $88 and $24, (iv) depreciation and amortization expense of $289 and $301, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) other non-recurring items of $61 and $—, respectively.

Previous report

Total expenses increased $1.8 million and $2.7 million during the three and six months ended June 30, 2025, which primarily reflects costs associated with labor costs and professional fees related to the continued development of the site and an increase in depreciation expense due to assets being placed into service.

Previous report

Total other expense increased $3.0 million during the three months ended June 30, 2025, which primarily reflects a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement.

Previous report

Total other expense increased $4.4 million during the six months ended June 30, 2025, which primarily reflects an increase in interest expense related to the Series 2025 Bond issuance and a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement.

Previous report

Adjusted EBITDA decreased $0.6 million and $0.3 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Previous report

Total expenses increased $31.7 million and $44.5 million during the three and six months ended June 30, 2025, respectively, which reflects:

Previous report

•an increase in acquisition and transaction expenses of $1.0 million and $2.1 million, respectively, due to legal fees relating to the acquisition of 100% of Long Ridge in February 2025; and

Previous report

Total other expense increased $20.0 million during the three months ended June 30, 2025 which reflects:

Previous report

•a decrease in other income of $2.5 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025; offset by

Previous report

Total other income increased $108.5 million during the six months ended June 30, 2025 which reflects:

Previous report

•a decrease in other income of $2.6 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025.

Showing the first 40 of 46 passages. Open the source sections for the rest.

Reworded paragraphs (69)

Previous wording

We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of June 30, 2025, we had total consolidated assets of $4.4 billion and redeemable preferred stock and equity of $0.8 billion.

Current wording

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 September 30, 2025, we had total consolidated assets of $5.5 billion and redeemable preferred stock and equity of $1.1 billion.

Previous wording

Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

Current wording

Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, as well as an equity method investment in Wheeling, which has two freight railroads that provide freight transportation to its customers. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. 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.

Previous wording

Adjusted EBITDA is defined as net income (loss) attributable to stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

Current wording

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.

Previous wording

We believe that net income (loss) attributable to stockholders, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S. GAAP.

Current wording

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.

Previous wording

(1)Includes the following items for the three months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $33,998 and $20,163, (ii) capitalized contract costs amortization of $1,232 and $1,433 and (iii) amortization of other comprehensive income of $(3,144) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $59,010 and $40,684, (ii) capitalized contract costs amortization of $2,465 and $2,009 and (iii) amortization of other comprehensive income of $(4,732) and $—, respectively.

Current wording

(1)Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $34,813 and $19,492, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(9,238) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $93,823 and $60,176, (ii) capitalized contract costs amortization of $3,698 and $3,242 and (iii) amortization of other comprehensive income of $(13,970) and $—, respectively.

Previous wording

(2)Includes the following items for the three months ended June 30, 2025 and 2024: (i) net loss of $(100) and $(12,838), (ii) interest expense of $— and $11,182, (iii) depreciation and amortization expense of $— and $8,050, (iv) acquisition and transaction expenses of $— and $31, (v) changes in fair value of non-hedge derivative instruments of $— and $(3,875), (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $163, (viii) equity method basis adjustments of $— and $16 and (ix) other non-recurring items of $— and $478, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) net income (loss) of $6,478 and $(24,780), (ii) interest expense of $7,648 and $22,075, (iii) depreciation and amortization expense of $2,884 and $13,180, (iv) acquisition and transaction expenses of $201 and $50, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,822), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $250, (viii) equity method basis adjustments of $10 and $32 and (ix) other non-recurring items of $1 and $478, respectively.

Current wording

(2)Includes the following items for the three months ended September 30, 2025 and 2024: (i) net income (loss) of $5,100 and $(14,352), (ii) interest expense of $— and $10,826, (iii) depreciation and amortization expense of $1,852 and $6,911, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17, (viii) losses on the modification or extinguishment of debt of $— and $4,724 and (ix) provision for income taxes of $1,371 and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net income (loss) of $11,578 and $(39,132), (ii) interest expense of $7,648 and $32,901, (iii) depreciation and amortization expense of $4,736 and $20,091, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724, (x) provision for income taxes of $1,371 and $— and (xi) other non-recurring items of $1 and $478, respectively.

Previous wording

(3) Includes the following items for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.

Current wording

(3) Includes the following items for the three months ended September 30, 2025: (i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955. Includes the following items for the nine months ended September 30, 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.

Previous wording

Total revenues increased $37.4 million due to higher revenues of $41.8 million in the Power and Gas segment and $0.5 million in the Jefferson Terminal segment, offset by lower revenues of $3.5 million in the Railroad segment, $0.9 million in the Repauno segment and $0.5 million in the Corporate and Other segment.

Current wording

Total revenues increased $57.2 million due to higher revenues of $58.6 million in the Power and Gas segment and $1.4 million in the Jefferson Terminal segment, offset by lower revenues of $1.9 million in the Railroad segment and $1.0 million in the Repauno segment.

Previous wording

Rail revenues decreased $3.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Current wording

Rail revenues decreased $1.3 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Previous wording

Terminal services revenues increased $0.9 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

Current wording

Terminal services revenues increased $0.8 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

Previous wording

Total revenues increased $51.0 million due to higher revenues of $59.1 million in the Power and Gas segment and $1.3 million in the Jefferson Terminal segment, offset by lower revenues of $7.2 million in the Railroad segment, $1.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment.

Current wording

Total revenues increased $108.3 million due to higher revenues of $117.7 million in the Power and Gas segment and $2.7 million in the Jefferson Terminal segment, offset by lower revenues of $9.0 million in the Railroad segment, $2.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment.

Previous wording

Roadside services revenue decreased $1.0 million due to the decline of roadside services for FYX.

Current wording

Roadside services revenue decreased $1.9 million due to the decline of roadside services for FYX.

Previous wording

Rail revenues decreased $6.7 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Current wording

Rail revenues decreased $8.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Previous wording

Total expenses increased $50.5 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Current wording

Total expenses increased $29.4 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) acquisition and transaction expenses.

Previous wording

•a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment; and

Current wording

•a decrease of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment; partially offset by

Previous wording

•a decrease of $1.6 million in the Railroad segment mainly due to decreased carloads.

Current wording

•a decrease of $2.2 million in the Railroad segment mainly due to decreased carloads.

Previous wording

Depreciation and amortization increased $13.8 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Current wording

Depreciation and amortization increased $15.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Previous wording

Total expenses increased $41.2 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Current wording

Total expenses increased $79.9 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Previous wording

•a decrease of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment; and

Current wording

•a decrease of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment; partially offset by

Previous wording

•a decrease of $3.5 million in the Railroad segment mainly due to decreased carloads.

Current wording

•a decrease of $5.6 million in the Railroad segment mainly due to decreased carloads.

Previous wording

Acquisition and transaction expenses increased $7.8 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other.

Current wording

Acquisition and transaction expenses increased $11.1 million primarily due to (i) legal fees in the Railroad segment related to the Wheeling Acquisition, (ii) consulting fees in the Repauno segment and (iii) higher professional fees for a potential acquisition in the Corporate and Other segment.

Previous wording

Depreciation and amortization increased $18.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Current wording

Depreciation and amortization increased $33.6 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Previous wording

•an increase in interest expense of $29.5 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $6.3 million for the Senior Notes due 2027, (ii) $245.5 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $104.7 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt.

Current wording

•an increase in interest expense of $41.8 million primarily due to an increase in the average outstanding debt of approximately $2.0 billion which consists of (i) $449.3 million for the Corporate Bridge Loan, (ii) $355.3 million for the Series 2025 Bonds, (iii) $17.8 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt; and

Previous wording

•a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; and

Current wording

•an increase of $17.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period.

Previous wording

•an increase of $28.0 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

Current wording

•an increase of $45.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period;

Previous wording

•a decrease in loss on modification or extinguishment of debt of $5.1 million primarily due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance in the Jefferson Terminal segment, partially offset by a loss on extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment; partially offset by

Current wording

•an increase in loss on modification or extinguishment of debt of $50.9 million primarily due to (i) loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment and (ii) loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;

Previous wording

•a decrease of $2.6 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments; and

Current wording

•a decrease of $3.6 million in other income due to (i) a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and (ii) a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by (iii) an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments and (iv) an increase in other income at the Repauno segment related to interest on the Series 2025 Bonds funds; and

Previous wording

•an increase in interest expense of $45.0 million primarily due to an increase in the average outstanding debt of approximately $1.3 billion which consists of (i) $6.2 million for the Senior Notes due 2027, (ii) $127.7 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $169.7 million for the Series 2024 Bonds and (iv) $958.7 million for Long Ridge Energy & Power LLC debt.

Current wording

•an increase in interest expense of $86.8 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $153.9 million for the Corporate Bridge Loan, (ii) $203.6 million for the Series 2025 Bonds, (iii) $119.1 million for the Series 2024 Bonds and (iv) $1.0 billion for Long Ridge Energy & Power LLC debt.

Previous wording

Benefit from income taxes increased $42.6 million during the six months ended June 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current wording

Benefit from income taxes increased $37.5 million during the nine months ended September 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous wording

(1) Includes the following items for the three and six months ended June 30, 2025: Railroad severance expense of $298.

Current wording

(2) Includes the following items for the three and nine months ended September 30, 2025: Railroad severance expense of $7 and $305, respectively.

Previous wording

(2) Includes the following items for the three months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $2 and $1, (ii) provision for income taxes of $5 and $3, (iii) interest expense of $1 and $1, (iv) depreciation and amortization expense of $31 and $16, (v) acquisition and transaction expenses of $17 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) equity-based compensation expense of $4 and $2, (ii) provision for income taxes of $10 and $7, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $62 and $34, (v) acquisition and transaction expenses of $18 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively.

Current wording

(3) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $2 and $3, (ii) provision for income taxes of $22 and $6, (iii) depreciation and amortization expense of $25 and $22, (iv) acquisition and transaction expenses of $(4) and $—, (v) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vi) asset impairment charges of $(2) and $—, (vii) equity in earnings of unconsolidated entities of $31 and $—, (viii) dividends and accretion of redeemable preferred stock of $72 and $— and (ix) changes in fair value of non-hedge derivative instruments of $(3) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $6 and $5, (ii) provision for income taxes of $32 and $13, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $87 and $56, (v) acquisition and transaction expenses of $14 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(5) and $1, (vii) asset impairment charges of $25 and $—, (viii) equity in earnings of unconsolidated entities of $31 and $—, (ix) dividends and accretion of redeemable preferred stock of $72 and $—, (x) changes in fair value of non-hedge derivative instruments of $(3) and $— and (xi) other non-recurring items of $2 and $—, respectively.

Previous wording

Total revenues decreased $3.5 million and $7.2 million during the three and six months ended June 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Current wording

Total revenues decreased $1.9 million and $9.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Previous wording

Total expenses increased $5.6 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects (i) an increase in asset impairment of $4.4 million and $4.4 million, respectively, related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.6 million and $2.5 million, respectively, related to a potential acquisition, partially offset by a decrease in operating expenses of $1.6 million and $3.5 million, respectively, mainly due to decreased carloads.

Current wording

Total expenses increased $1.2 million during the nine months ended September 30, 2025 which primarily reflects (i) an increase in asset impairment of $4.4 million related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.0 million related to the Wheeling Acquisition, partially offset by a decrease in operating expenses of $5.6 million mainly due to decreased carloads.

Previous wording

Total other income increased $0.3 million and $1.1 million during the three and six months ended June 30, 2025, respectively, which primarily reflects an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Current wording

Total other income increased $3.1 million and $4.2 million during the three and nine months ended September 30, 2025, respectively, which primarily reflects an increase in equity earnings of unconsolidated entities related to the acquisition of Wheeling and an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Previous wording

Adjusted EBITDA decreased $1.5 million and $3.2 million during the three and six months ended June 30, 2025, respectively, primarily due to the activity noted above.

Current wording

Adjusted EBITDA decreased $8.0 million and $4.9 million during the three and nine months ended September 30, 2025, respectively, primarily due to the activity noted above.

Previous wording

(1) Includes the following items for the three months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $11,290 and $12,300 and (ii) capitalized contract costs amortization of $1,232 and $1,433, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $22,530 and $24,630 and (ii) capitalized contract costs amortization of $2,465 and $2,009, respectively.

Current wording

(1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $11,358 and $11,988 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $33,888 and $36,618 and (ii) capitalized contract costs amortization of $3,698 and $3,242, respectively.

Previous wording

Total other expense decreased $1.4 million during the three months ended June 30, 2025, which reflects a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series

Current wording

Total expenses decreased $1.4 million during the three months ended September 30, 2025 which primarily reflects:

Previous wording

(1) Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

Current wording

(1) Includes the following items for the nine months ended September 30, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

Previous wording

Total revenues decreased $0.9 million and $1.1 million during the three and six months ended June 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane through contract in April 2025.

Current wording

Total revenues decreased $1.0 million and $2.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane throughput contract in April 2025.

Previous wording

(1) Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $15,018 and $— and (ii) amortization of other comprehensive income of $(3,144) and $—, respectively. Includes the following items for the six months ended June 30, 2025 and 2024: (i) depreciation and amortization expense of $21,108 and $— and (ii) amortization of other comprehensive income of $(4,732) and $—, respectively.

Current wording

(1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $15,568 and $— and (ii) amortization of other comprehensive income of $(9,238) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $36,676 and $— and (ii) amortization of other comprehensive income of $(13,970) and $—, respectively.

Showing the first 40 of 69 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Terminal services revenues increased $1.7 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

Current report — wording carried from elsewhere

Provision for (benefit from) income taxes
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Roadside services revenue decreased $1.5 million due to the decline of roadside services for FYX.

Previous report — wording carried elsewhere

Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment.

Previous report — wording carried elsewhere

•a decrease of $3.9 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment; and