FTAI Infrastructure (NASDAQ: FIP) widens Q2 loss, eyes $1.16B debt cut
Rhea-AI Filing Summary
FTAI Infrastructure Inc. reported second-quarter 2026 total revenues of $186,768 (amounts in thousands of dollars), up from $122,286 a year earlier. Net loss attributable to common stockholders widened to $166,464, or $1.41 per share, compared with $83,898, or $0.73 per share. Results included $63,188 of asset impairment charges and $105,492 of interest expense, while Adjusted EBITDA was $76.1 million.
For the first six months of 2026, total revenues were $375,132 and net loss attributable to common stockholders was $320,989 (amounts in thousands). Stockholders' equity was a deficit of $329,776 as of June 30, 2026. The rail segment delivered record revenue and Adjusted EBITDA, and the company announced a tuck-in acquisition of Tidewater Logistics on June 29, 2026. An anticipated sale of Long Ridge is pending regulatory approval; at closing, management expects to eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt. The board declared a quarterly dividend of $0.03 per share, payable September 8, 2026 to holders of record on August 24, 2026, and reported completion of Jefferson’s SSP bi-directional pipeline and continued progress on Repauno phase two toward expected early 2027 operations.
Positive
- The anticipated sale of Long Ridge, pending regulatory approval, is expected at closing to eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt, significantly reducing reported borrowings.
Negative
- Net loss attributable to common stockholders for Q2 2026 increased to $166,464 (in thousands), or $1.41 per share, compared with $83,898 (in thousands), or $0.73 per share, a substantial deterioration in bottom-line performance.
- Common stockholders' equity turned deeply negative, with a reported deficit of $329,776 (in thousands) as of June 30, 2026, reflecting cumulative losses, preferred obligations, and a large $63,188 asset impairment charge.
Filing Explained
The August 5 8-K adds that, as of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total revenues: $186,768 (in thousands)
Net loss attributable to common stockholders: $(166,464) (in thousands)
Basic and diluted loss per share: $(1.41)
+4 more
7 metrics
Total revenues
$186,768 (in thousands)
Total revenues for the three months ended June 30, 2026; amounts in thousands of dollars.
Net loss attributable to common stockholders
$(166,464) (in thousands)
Net loss attributable to common stockholders for the quarter ended June 30, 2026.
Basic and diluted loss per share
$(1.41)
Basic and diluted loss per share of common stock for Q2 2026.
Adjusted EBITDA
$76,113 (in thousands)
Non-GAAP Adjusted EBITDA for the three months ended June 30, 2026.
Quarterly common dividend
$0.03 per share
Cash dividend on common stock for the quarter ended June 30, 2026, payable September 8, 2026.
Total liabilities
$5,108,423 (in thousands)
Total liabilities as of June 30, 2026.
Stockholders' equity
($329,776) (in thousands)
Common stockholders' equity (deficit) as of June 30, 2026.
Key Terms
Adjusted EBITDA, asset impairment, redeemable convertible preferred stock Series B, non-hedge derivative instruments, +1 more
5 terms
Adjusted EBITDA financial
"The CODM utilizes Adjusted EBITDA as our key performance measure."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
asset impairment financial
"Results included $63,188 of asset impairment charges in 2026."
Asset impairment occurs when the value of a company’s asset drops below its recorded value on the books, indicating the asset is worth less than previously thought. This often happens due to changes in the market or the asset’s usefulness, similar to realizing a stored item is damaged or less valuable than expected. It matters to investors because it can signal potential losses and affect the company's overall financial health.
redeemable convertible preferred stock Series B financial
"Redeemable convertible preferred stock Series B ($0.01 par value per share)."
non-hedge derivative instruments financial
"Changes in fair value of non-hedge derivative instruments are added back."
Operating lease right-of-use assets financial
"Operating lease right-of-use assets, net, totaled $154,406."
An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.
Earnings Snapshot
Net loss attributable to common stockholders (Q2 2026): $(166,464) (in thousands)
quarter ended June 30, 2026
Net loss attributable to common stockholders (Q2 2026)
$(166,464) (in thousands)
$(82,566) (in thousands)
Adjusted EBITDA (Q2 2026)
$76,113 (in thousands)
$30,197 (in thousands)
Total revenues (Q2 2026)
$186,768 (in thousands)
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were FTAI Infrastructure (FIP) revenue and net loss in Q2 2026?
FTAI Infrastructure reported Q2 2026 total revenues of $186,768 (in thousands), up from $122,286 a year earlier. Net loss attributable to common stockholders widened to $166,464 (in thousands), or $1.41 per share, versus $83,898 and $0.73 per share in Q2 2025.
How did Adjusted EBITDA for FTAI Infrastructure (FIP) perform in Q2 2026?
Adjusted EBITDA for FTAI Infrastructure in Q2 2026 was $76.1 million. A detailed reconciliation from net loss to Adjusted EBITDA shows add-backs including $63,188 of asset impairment, $105,492 of interest expense, and various non-cash and non-recurring items across the business.
What Long Ridge transaction did FTAI Infrastructure (FIP) describe?
FTAI Infrastructure highlighted an anticipated sale of Long Ridge that is pending regulatory approval. At closing, the company expects to immediately eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt obligations.
What dividend did FTAI Infrastructure (FIP) declare for Q2 2026?
The board declared a cash dividend of $0.03 per share on common stock for the quarter ended June 30, 2026. It is payable on September 8, 2026 to stockholders of record as of August 24, 2026, continuing the company’s cash distribution policy.
What does FTAI Infrastructure’s (FIP) balance sheet look like at June 30, 2026?
As of June 30, 2026, FTAI Infrastructure reported total assets of $5,746,745 (in thousands) and total liabilities of $5,108,423 (in thousands). Common stockholders’ equity was a deficit of $329,776 (in thousands), with additional redeemable preferred interests on the balance sheet.
Which segments drove FTAI Infrastructure (FIP) results in Q2 2026?
Management cited strong performance from the rail segment, with record revenues and Adjusted EBITDA in Q2 2026. Across four core segments, Adjusted EBITDA totaled $83,031 (in thousands), supported by assets in rail, terminals, and power and gas infrastructure.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 5, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code)
(212 ) 798-6100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2026 , FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2026. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
99.1 | Press release, dated | |||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 5, 2026
FTAI INFRASTRUCTURE INC. | ||
/s/ Kenneth J. Nicholson | ||
Kenneth J. Nicholson | ||
Chief Executive Officer and President | ||
Exhibit 99.1
PRESS RELEASE
FTAI Infrastructure Inc. Reports Second Quarter 2026 Results, Declares Dividend of $0.03 per Share of Common Stock
NEW YORK, August 5, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second quarter 2026. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.
Business Highlights
•Reported $76.1 million of Adjusted EBITDA for the second quarter of 2026.
•Strong performance from the rail segment with record revenues and Adjusted EBITDA for Q2; announced tuck-in acquisition of Tidewater Logistics on June 29, 2026.
•Anticipated sale of Long Ridge is pending regulatory approval; at closing, FIP will immediately eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt.
•Jefferson completed the SSP bi-directional pipeline project, while Repauno phase two continued progress to an expected early 2027 operational commencement.
Financial Overview
| (in thousands, except per share data) | |||||
| Selected Financial Results | Q2’26 | ||||
| Net Loss Attributable to Common Stockholders | $ | (166,464) | |||
| Basic and Diluted Loss per Share of Common Stock | $ | (1.41) | |||
Adjusted EBITDA (1) | $ | 76,113 | |||
Adjusted EBITDA - Four core segments (1)(2) | $ | 83,031 | |||
_______________________________
(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.
Second Quarter 2026 Dividends
On August 5, 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 June 30, 2026, payable on September 8, 2026 to the holders of record on August 24, 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 Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.
Conference Call
In addition, management will host a conference call on Thursday, August 6, 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/BI94c2ce06b3e4463c9d752652f363bf8e. 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 Thursday, August 6, 2026 through 11:30 A.M. on Thursday, August 13, 2026 on https://ir.fipinc.com/news-events/events.
1
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
2
Exhibit - Financial Statements
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Total revenues | $ | 186,768 | $ | 122,286 | $ | 375,132 | $ | 218,447 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating expenses | 117,333 | 74,435 | 237,727 | 141,480 | |||||||||||||||||||
| General and administrative | 3,674 | 3,862 | 7,228 | 8,975 | |||||||||||||||||||
| Acquisition and transaction expenses | 6,021 | 8,704 | 12,841 | 12,219 | |||||||||||||||||||
| Management fees and incentive allocation to affiliate | 3,677 | 3,680 | 7,769 | 6,222 | |||||||||||||||||||
| Depreciation and amortization | 39,511 | 33,998 | 90,202 | 59,010 | |||||||||||||||||||
| Asset impairment | 63,188 | 4,401 | 63,188 | 4,401 | |||||||||||||||||||
| Total expenses | 233,404 | 129,080 | 418,955 | 232,307 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | (560) | (1,995) | (1,078) | 3,319 | |||||||||||||||||||
| (Loss) gain on sale of assets, net | (16) | — | (582) | 119,828 | |||||||||||||||||||
| Loss on modification or extinguishment of debt | (1,602) | (4,066) | (47,516) | (4,073) | |||||||||||||||||||
| Interest expense | (105,492) | (59,204) | (187,979) | (102,316) | |||||||||||||||||||
| Other income | 3,287 | 3,052 | 6,271 | 6,745 | |||||||||||||||||||
| Total other (expense) income | (104,383) | (62,213) | (230,884) | 23,503 | |||||||||||||||||||
| (Loss) income before income taxes | (151,019) | (69,007) | (274,707) | 9,643 | |||||||||||||||||||
| (Benefit from) provision for income taxes | (11,576) | 952 | (8,053) | (40,562) | |||||||||||||||||||
| Net (loss) income | (139,443) | (69,959) | (266,654) | 50,205 | |||||||||||||||||||
| Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders | (11,377) | (11,100) | (25,637) | (22,501) | |||||||||||||||||||
| Less: Preferred dividends and accretion on redeemable non-controlling interests | 33,230 | — | 70,451 | — | |||||||||||||||||||
| Less: Dividends and accretion of redeemable preferred stock | 657 | 20,957 | 657 | 42,798 | |||||||||||||||||||
| Less: Convertible preferred stock dividend | 4,511 | 4,082 | 8,864 | 5,549 | |||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | (166,464) | $ | (83,898) | $ | (320,989) | $ | 24,359 | |||||||||||||||
| (Loss) earnings per share: | |||||||||||||||||||||||
| Basic | $ | (1.41) | $ | (0.73) | $ | (2.73) | $ | 0.21 | |||||||||||||||
| Diluted | $ | (1.41) | $ | (0.73) | $ | (2.73) | $ | 0.21 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 118,163,955 | 114,880,817 | 117,430,787 | 114,491,338 | |||||||||||||||||||
| Diluted | 118,163,955 | 114,880,817 | 117,430,787 | 115,260,452 | |||||||||||||||||||
3
FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
| (Unaudited) | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 32,628 | $ | 57,351 | |||||||
| Restricted cash and cash equivalents | 139,947 | 268,595 | |||||||||
| Accounts receivable, net | 89,759 | 95,388 | |||||||||
| Other current assets | 48,500 | 62,677 | |||||||||
| Current assets held for sale | 56,933 | — | |||||||||
| Total current assets | 367,767 | 484,011 | |||||||||
| Leasing equipment, net | 35,822 | 36,570 | |||||||||
| Operating lease right-of-use assets, net | 154,406 | 133,493 | |||||||||
| Property, plant, and equipment, net | 3,135,540 | 4,581,771 | |||||||||
| Investments | 21,166 | 22,243 | |||||||||
| Intangible assets, net | 55,980 | 43,173 | |||||||||
| Goodwill | 275,366 | 365,703 | |||||||||
| Other assets | 100,241 | 81,697 | |||||||||
| Non-current assets held for sale | 1,600,457 | — | |||||||||
| Total assets | $ | 5,746,745 | $ | 5,748,661 | |||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 236,752 | $ | 280,707 | |||||||
| Debt, net | 476,768 | 65,438 | |||||||||
| Operating lease liabilities | 10,985 | 9,108 | |||||||||
| Derivative liabilities | — | 34,381 | |||||||||
| Other current liabilities | 29,791 | 20,363 | |||||||||
| Current liabilities held for sale | 579,713 | — | |||||||||
| Total current liabilities | 1,334,009 | 409,997 | |||||||||
| Debt, net | 2,286,949 | 3,708,735 | |||||||||
| Operating lease liabilities | 91,474 | 71,000 | |||||||||
| Derivative liabilities | — | 189,116 | |||||||||
| Warrant liabilities | 82,523 | 81,599 | |||||||||
| Deferred income tax liabilities | 289,279 | 300,231 | |||||||||
| Other liabilities | 113,020 | 44,000 | |||||||||
| Non-current liabilities held for sale | 911,169 | — | |||||||||
| Total liabilities | 5,108,423 | 4,804,678 | |||||||||
| Commitments and contingencies | — | — | |||||||||
Redeemable convertible preferred stock Series B ($0.01 par value per share; 200,000,000 total preferred shares authorized; 160,000 and 160,000 Series B shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; redemption amount of $192.0 million and $192.0 million at June 30, 2026 and December 31, 2025, respectively) | 153,298 | 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 Series A - RailCo shares issued and outstanding as of June 30, 2026 and December 31, 2025; redemption amount of $1.4 billion and $1.4 billion at June 30, 2026 and December 31, 2025, respectively) | 1,003,747 | 937,578 | |||||||||
4
| Equity | |||||||||||
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 118,181,737 and 116,294,461 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) | 1,182 | 1,163 | |||||||||
| Additional paid in capital | 553,590 | 623,771 | |||||||||
| Accumulated deficit | (754,009) | (512,992) | |||||||||
| Accumulated other comprehensive loss | (130,539) | (90,618) | |||||||||
| Stockholders' equity | (329,776) | 21,324 | |||||||||
| Non-controlling interest in equity of consolidated subsidiaries | (188,947) | (167,561) | |||||||||
| Total equity | (518,723) | (146,237) | |||||||||
| Total liabilities, redeemable preferred stock and equity | $ | 5,746,745 | $ | 5,748,661 | |||||||
5
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income | $ | (266,654) | $ | 50,205 | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Equity in losses (earnings) of unconsolidated entities | 1,078 | (3,319) | |||||||||
| Gain on sale of subsidiaries | — | (119,952) | |||||||||
| Loss on modification or extinguishment of debt | 47,516 | 4,073 | |||||||||
| Equity-based compensation | 16,438 | 2,163 | |||||||||
| Depreciation and amortization | 90,202 | 59,010 | |||||||||
| Asset impairment | 63,188 | 4,401 | |||||||||
| Change in deferred income taxes | (10,952) | (41,298) | |||||||||
| Amortization of deferred financing costs | 7,218 | 5,218 | |||||||||
| Amortization of bond discount | 42,839 | 5,459 | |||||||||
| Amortization of other comprehensive income | (10,523) | (4,732) | |||||||||
| Paid-in-kind interest expense | 5,115 | — | |||||||||
| Other | 840 | 1,216 | |||||||||
| Change in: | |||||||||||
| Accounts receivable | (5,492) | (2,988) | |||||||||
| Other assets | (2,457) | 2,540 | |||||||||
| Accounts payable and accrued liabilities | (9,731) | 15,593 | |||||||||
| Derivative liabilities | — | (66,178) | |||||||||
| Other liabilities | 1,035 | (2,283) | |||||||||
| Net cash used in operating activities | (30,340) | (90,872) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investment in unconsolidated entities | (14,391) | (12,585) | |||||||||
| Acquisition of business, net of cash acquired | (40,411) | 226,628 | |||||||||
| Acquisition of leasing equipment | — | (564) | |||||||||
| Acquisition of property, plant and equipment | (129,029) | (148,319) | |||||||||
| Proceeds from investor loan | — | 11,001 | |||||||||
| Proceeds from sale of subsidiaries, net of cash | 35 | — | |||||||||
| Purchase deposits for acquisitions | (3,410) | — | |||||||||
| Proceeds from sale of property, plant and equipment | 9,043 | 2,198 | |||||||||
| Net cash (used in) provided by investing activities | (178,163) | 78,359 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt, net | 1,407,376 | 494,074 | |||||||||
| Repayment of debt | (1,337,217) | (126,102) | |||||||||
| Payment of financing costs | (15,796) | (21,545) | |||||||||
| Proceeds from financing obligation | 50,000 | — | |||||||||
| Repayment of financing obligation | (920) | — | |||||||||
| Cash dividends - common stock | (7,090) | (6,886) | |||||||||
| Cash dividends - redeemable preferred stock | — | (25,516) | |||||||||
| Cash dividends - redeemable preferred stock - NCI | (5,000) | — | |||||||||
| Settlement of equity-based compensation | (2,903) | (545) | |||||||||
| Distributions to non-controlling interests | (1,248) | — | |||||||||
| Net cash provided by financing activities | 87,202 | 313,480 | |||||||||
6
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale | (121,301) | 300,967 | |||||||||
| Less: net decrease in cash classified within assets held for sale | (32,070) | — | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (153,371) | 300,967 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents, beginning of period | 325,946 | 147,296 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents, end of period | $ | 172,575 | $ | 448,263 | |||||||
7
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 common stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, gains (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 and convertible 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) income attributable to common stockholders to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | (166,464) | $ | (83,898) | $ | (82,566) | $ | (320,989) | $ | 24,359 | $ | (345,348) | |||||||||||||||||||||||
| Add: (Benefit from) provision for income taxes | (11,576) | 952 | (12,528) | (8,053) | (40,562) | 32,509 | |||||||||||||||||||||||||||||
| Add: Equity-based compensation expense | 5,460 | 910 | 4,550 | 16,438 | 2,163 | 14,275 | |||||||||||||||||||||||||||||
| Add: Acquisition and transaction expenses | 6,021 | 8,704 | (2,683) | 12,841 | 12,219 | 622 | |||||||||||||||||||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 1,602 | 4,066 | (2,464) | 47,516 | 4,073 | 43,443 | |||||||||||||||||||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | 195 | — | 195 | 753 | — | 753 | |||||||||||||||||||||||||||||
| Add: Asset impairment charges | 63,188 | 4,401 | 58,787 | 63,188 | 4,401 | 58,787 | |||||||||||||||||||||||||||||
| Add: Incentive allocations | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Add: Depreciation and amortization expense (1) | 40,456 | 32,086 | 8,370 | 82,144 | 56,743 | 25,401 | |||||||||||||||||||||||||||||
| Add: Interest expense | 105,492 | 59,204 | 46,288 | 187,979 | 102,316 | 85,663 | |||||||||||||||||||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (560) | (100) | (460) | (1,078) | 4,400 | (5,478) | |||||||||||||||||||||||||||||
Add: Dividends and accretion of redeemable and convertible preferred stock (3) | 38,398 | 25,039 | 13,359 | 79,972 | 48,347 | 31,625 | |||||||||||||||||||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | (103) | (264) | 161 | (283) | (529) | 246 | |||||||||||||||||||||||||||||
Add: Other non-recurring items (4) | 857 | 298 | 559 | 3,518 | 1,333 | 2,185 | |||||||||||||||||||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities | 560 | 1,995 | (1,435) | 1,078 | (3,319) | 4,397 | |||||||||||||||||||||||||||||
Less: Non-controlling share of Adjusted EBITDA (5) | (7,413) | (7,477) | 64 | (18,319) | (14,809) | (3,510) | |||||||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 76,113 | $ | 45,916 | $ | 30,197 | $ | 146,705 | $ | 201,135 | $ | (54,430) | |||||||||||||||||||||||
_______________________________
(1)Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $39,511 and $33,998, (ii) capitalized contract costs amortization of $1,232 and $1,232 and (iii) amortization of other comprehensive income of $(287) and $(3,144), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $90,202 and $59,010, (ii) capitalized contract costs amortization of $2,465 and $2,465 and (iii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively.
(2)Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) net (loss) income of $(1,078) and $6,478, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of
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$— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.
(3)Includes the following items for the three months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $33,887 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $71,108 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively.
(4)Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: (i) Railroad severance and integration expenses of $2,328 and (ii) unrealized loss on investment of $1,190. 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.
(5)Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation of $295 and $86, (ii) provision for income taxes of $52 and $84, (iii) interest expense of $3,445 and $3,706, (iv) depreciation and amortization expense of $3,362 and $3,071, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $29 and $165, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $— and $8, (ix) losses on the modification or extinguishment of debt of $5 and $356, (x) dividends and accretion of redeemable preferred stock of $216 and $— and (xi) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $2,067 and $224, (ii) provision for income taxes of $118 and $188, (iii) interest expense of $7,497 and $7,646, (iv) depreciation and amortization expense of $6,693 and $6,140, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $44 and $166, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (viii) asset impairment charges of $— and $27, (ix) losses on the modification or extinguishment of debt of $1,494 and $358, (x) dividends and accretion of redeemable preferred stock of $391 and $— and (xi) other non-recurring items of $13 and $63, respectively.
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The following tables sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA for our four core segments for the three months ended June 30, 2026:
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| (in thousands) | Railroad | Jefferson Terminal | Repauno | Power and Gas | Four Core Segments | ||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (18,839) | $ | (8,557) | $ | (3,807) | $ | (54,104) | $ | (85,307) | |||||||||||||||||||
| Add: Provision for (benefit from) income taxes | 3,237 | 136 | 2 | (14,951) | (11,576) | ||||||||||||||||||||||||
| Add: Equity-based compensation expense | 442 | 1,072 | 172 | 3,589 | 5,275 | ||||||||||||||||||||||||
| Add: Acquisition and transaction expenses | 2,491 | — | — | 2,245 | 4,736 | ||||||||||||||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | — | — | — | 549 | 549 | ||||||||||||||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | 18 | — | — | 177 | 195 | ||||||||||||||||||||||||
| Add: Asset impairment charges | — | — | — | 60,380 | 60,380 | ||||||||||||||||||||||||
| Add: Incentive allocations | — | — | — | — | — | ||||||||||||||||||||||||
Add: Depreciation and amortization expense (1) | 19,512 | 13,229 | 2,655 | 4,822 | 40,218 | ||||||||||||||||||||||||
| Add: Interest expense | 1,905 | 13,636 | 1,405 | 25,031 | 41,977 | ||||||||||||||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | ||||||||||||||||||||||||
| Add: Dividends and accretion of redeemable and convertible preferred stock | 33,230 | — | — | — | 33,230 | ||||||||||||||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | (103) | — | — | — | (103) | ||||||||||||||||||||||||
Add: Other non-recurring items (2) | 857 | — | — | — | 857 | ||||||||||||||||||||||||
| Less: Equity in earnings of unconsolidated entities | — | — | — | — | — | ||||||||||||||||||||||||
Less: Non-controlling share of Adjusted EBITDA (3) | (394) | (6,502) | (195) | (309) | (7,400) | ||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 42,356 | $ | 13,014 | $ | 232 | $ | 27,429 | $ | 83,031 | |||||||||||||||||||
_______________________________
(1)Jefferson Terminal
Includes the following items for the three months ended June 30, 2026: (i) depreciation and amortization expense of $11,997 and (ii) capitalized contract costs amortization of $1,232.
Power and Gas
Includes the following items for the three months ended June 30, 2026: (i) depreciation and amortization expense of $5,109 and (ii) amortization of other comprehensive income of $(287).
(2)Railroad
Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857.
(3)Railroad
Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $3, (ii) provision for income taxes of $20, (iii) interest expense of $12, (iv) depreciation and amortization expense of $126, (v) acquisition and transaction expenses of $11, (vi) interest and other costs on pension and OPEB liabilities of $(2), (vii) dividends and accretion of redeemable preferred stock of $216, (viii) changes in fair value of non-hedge derivative instruments of $1 and (ix) other non-recurring items of $7.
Jefferson Terminal
Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $249, (ii) provision for income taxes of $32, (iii) interest expense of $3,157 and (iv) depreciation and amortization expense of $3,064.
Repauno
Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $8, (ii) interest expense of $64 and (iii) depreciation and amortization expense of $123.
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Power and Gas
Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $30, (ii) interest expense of $212, (iii) depreciation and amortization expense of $41, (iv) acquisition and transaction expenses of $18, (v) changes in fair value of non-hedge derivative instruments of $3 and (vi) losses on the modification or extinguishment of debt of $5.
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