FTAI Infrastructure Q3 revenue reaches $219M
A record quarterly Adjusted EBITDA contrasts with a nine-month common-stockholder loss of $471.223 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
FTAI Infrastructure Inc. reported third-quarter 2026 revenue of $218.973 million, compared with $140.556 million a year earlier, and non-GAAP Adjusted EBITDA of $95.329 million, versus $70.931 million; it called the quarter’s Adjusted EBITDA a new quarterly record. Net loss attributable to common stockholders was $150.234 million, compared with $159.229 million.
For the first nine months, Adjusted EBITDA was $242.034 million versus $272.066 million, while net loss attributable to common stockholders was $471.223 million versus $134.870 million. Net cash used in operating activities was $8.356 million, compared with $115.255 million. FTAI Infrastructure received regulatory approval for the Long Ridge sale, with closing expected by the end of November 2026, and agreed to acquire energy logistics assets from USD Group LLC for $255 million. Closing was planned in November; the company said the deal would more than double Jefferson’s existing Adjusted EBITDA.
The board declared a $0.03-per-share common-stock dividend for the quarter ended September 30, 2026, payable December 7, 2026, to holders of record November 23, 2026.
4 points · 0 major0 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue reached $218.973 million, versus $140.556 million.
- Moderate pointThird-quarter Adjusted EBITDA reached $95.329 million, versus $70.931 million.
- Moderate pointNine-month operating cash use was $8.356 million, versus $115.255 million.
- Minor pointQuarterly common-stockholder net loss narrowed to $150.234 million from $159.229 million.
Negative
- Minor pointNine-month Adjusted EBITDA was $242.034 million, versus $272.066 million.
- Minor pointNine-month common-stockholder net loss reached $471.223 million, versus $134.870 million.
Filing Explained
At
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, or exhibit attachments filed with this report.
Key Figures
Revenue: $218.973 million
Adjusted EBITDA (non-GAAP): $95.329 million
Net loss attributable to common stockholders: $150.234 million loss
+5 more
8 metrics
Revenue
$218.973 million
Three months ended September 30, 2026; $140.556 million for the three months ended September 30, 2025.
Adjusted EBITDA (non-GAAP)
$95.329 million
Three months ended September 30, 2026; $70.931 million for the three months ended September 30, 2025.
Net loss attributable to common stockholders
$150.234 million loss
Three months ended September 30, 2026; $159.229 million loss for the three months ended September 30, 2025.
Adjusted EBITDA (non-GAAP)
$242.034 million
Nine months ended September 30, 2026; $272.066 million for the nine months ended September 30, 2025.
Net loss attributable to common stockholders
$471.223 million loss
Nine months ended September 30, 2026; $134.870 million loss for the nine months ended September 30, 2025.
Net cash used in operating activities
$8.356 million
Nine months ended September 30, 2026; $115.255 million used for the nine months ended September 30, 2025.
Common-stock dividend
$0.03 per share
For the quarter ended September 30, 2026; payable December 7, 2026, to holders of record November 23, 2026.
Energy logistics asset acquisition
$255 million
Agreed acquisition from USD Group LLC; closing planned in November.
Key Terms
Adjusted EBITDA, non-controlling interests, redeemable preferred stock, non-hedge derivative instruments
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA is defined as net income (loss) attributable to common stockholders"
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.
non-controlling interests financial
"Net loss attributable to non-controlling interests in consolidated subsidiaries"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
redeemable preferred stock financial
"Dividends and accretion of redeemable and convertible preferred stock"
A redeemable preferred stock is an ownership share that pays a steady dividend and gives holders priority over common shareholders for dividends and bankruptcy payouts, but can be bought back by the issuing company at a predetermined price or after a set date. It matters to investors because it combines income-like stability with limited upside—think of it as a preferred seat with an exit button the issuer can press—so you gain income and safety relative to common stock but face the risk of being forced to sell back at the issuer’s chosen price.
non-hedge derivative instruments financial
"Changes in fair value of non-hedge derivative instruments"
Earnings Snapshot
Revenue: $218.973 million
Three months ended September 30, 2026
Revenue
$218.973 million
Compared with $140.556 million for the three months ended September 30, 2025.
Adjusted EBITDA (non-GAAP)
$95.329 million
Compared with $70.931 million for the three months ended September 30, 2025.
Net loss attributable to common stockholders
$150.234 million loss
Compared with $159.229 million loss for the three months ended September 30, 2025.
Basic and diluted loss per share of common stock
$1.27 loss per share
Compared with $1.38 loss per share for the three months ended September 30, 2025.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were FIP’s third-quarter 2026 revenue and Adjusted EBITDA?
FTAI Infrastructure reported revenue of $218.973 million and Adjusted EBITDA of $95.329 million for the three months ended September 30, 2026; the comparable 2025 figures were $140.556 million and $70.931 million, respectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 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 November 5, 2026 , FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended September 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: November 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 Third Quarter 2026 Results, Declares Dividend of $0.03 per Share of Common Stock
NEW YORK, November 5, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third 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 $95.3 million of Adjusted EBITDA for the third quarter of 2026, a new quarterly record; excluding Long Ridge, Adjusted EBITDA for the quarter was $54.4 million, also a quarterly record.
•Received regulatory approval for the sale of Long Ridge; closing expected by the end of November.
•Agreed to acquire energy logistics assets from USD Group LLC for $255 million, resulting in more than doubling of Jefferson’s existing Adjusted EBITDA, with closing planned in November.
•Continued growth in rail segment with record revenues and Adjusted EBITDA for Q3, and active pipeline of M&A opportunities.
Financial Overview
| (in thousands, except per share data) | |||||
| Selected Financial Results | Q3’26 | ||||
| Net Loss Attributable to Common Stockholders | $ | (150,234) | |||
| Basic and Diluted Loss per Share of Common Stock | $ | (1.27) | |||
Adjusted EBITDA (1) | $ | 95,329 | |||
Adjusted EBITDA - Four core segments (1)(2) | $ | 101,820 | |||
_______________________________
(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.
Third Quarter 2026 Dividends
On November 4, 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 September 30, 2026, payable on December 7, 2026 to the holders of record on November 23, 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 Friday, November 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/BI481e6494b9014b0485e4b754e7023ec5. Once registered, participants will receive a dial-in and unique pin to access the call.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
A replay of the conference call will be available after 11:30 A.M. on Friday, November 6, 2026 through 11:30 A.M. on Friday, November 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
aandreini@ftaiinfrastructure.com
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Total revenues | $ | 218,973 | $ | 140,556 | $ | 594,105 | $ | 359,003 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating expenses | 120,602 | 74,985 | 358,329 | 216,465 | |||||||||||||||||||
| General and administrative | 4,180 | 3,202 | 11,408 | 12,177 | |||||||||||||||||||
| Acquisition and transaction expenses | 7,487 | 3,221 | 20,328 | 15,440 | |||||||||||||||||||
| Management fees and incentive allocation to affiliate | 3,113 | 3,782 | 10,882 | 10,004 | |||||||||||||||||||
| Depreciation and amortization | 35,328 | 34,813 | 125,530 | 93,823 | |||||||||||||||||||
| Asset impairment | 28,587 | — | 91,775 | 4,401 | |||||||||||||||||||
| Total expenses | 199,297 | 120,003 | 618,252 | 352,310 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | (590) | 2,928 | (1,668) | 6,247 | |||||||||||||||||||
| Gain (loss) on sale of assets, net | 37 | 28 | (545) | 119,856 | |||||||||||||||||||
| Interest expense | (116,524) | (128,520) | (352,019) | (234,909) | |||||||||||||||||||
| Other (expense) income | (23,487) | 5,554 | (17,216) | 12,299 | |||||||||||||||||||
| Total other expense | (140,564) | (120,010) | (371,448) | (96,507) | |||||||||||||||||||
| Loss before income taxes | (120,888) | (99,457) | (395,595) | (89,814) | |||||||||||||||||||
| Provision for (benefit from) income taxes | 2,246 | 5,081 | (5,807) | (35,481) | |||||||||||||||||||
| Net loss | (123,134) | (104,538) | (389,788) | (54,333) | |||||||||||||||||||
| Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders | (13,372) | (11,497) | (39,009) | (33,998) | |||||||||||||||||||
| Less: Preferred dividends and accretion on redeemable non-controlling interests | 34,284 | 12,487 | 104,735 | 12,487 | |||||||||||||||||||
| Less: Dividends and accretion of redeemable preferred stock | 1,511 | 12,824 | 2,168 | 55,622 | |||||||||||||||||||
| Less: Convertible preferred stock dividend | 4,677 | 4,231 | 13,541 | 9,780 | |||||||||||||||||||
| Less: Loss on extinguishment of preferred stock | — | 36,646 | — | 36,646 | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (150,234) | $ | (159,229) | $ | (471,223) | $ | (134,870) | |||||||||||||||
| Loss per share: | |||||||||||||||||||||||
| Basic | $ | (1.27) | $ | (1.38) | $ | (4.00) | $ | (1.17) | |||||||||||||||
| Diluted | $ | (1.27) | $ | (1.38) | $ | (4.00) | $ | (1.18) | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 118,181,737 | 115,555,973 | 117,683,855 | 114,851,106 | |||||||||||||||||||
| Diluted | 118,181,737 | 115,555,973 | 117,683,855 | 114,851,106 | |||||||||||||||||||
3
FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
| (Unaudited) | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 52,442 | $ | 57,351 | |||||||
| Restricted cash and cash equivalents | 88,314 | 268,595 | |||||||||
| Accounts receivable, net | 88,414 | 95,388 | |||||||||
| Other current assets | 41,328 | 62,677 | |||||||||
| Current assets held for sale | 43,938 | — | |||||||||
| Total current assets | 314,436 | 484,011 | |||||||||
| Leasing equipment, net | 35,425 | 36,570 | |||||||||
| Operating lease right-of-use assets, net | 158,278 | 133,493 | |||||||||
| Property, plant, and equipment, net | 3,171,219 | 4,581,771 | |||||||||
| Investments | 20,575 | 22,243 | |||||||||
| Intangible assets, net | 55,679 | 43,173 | |||||||||
| Goodwill | 275,366 | 365,703 | |||||||||
| Other assets | 94,060 | 81,697 | |||||||||
| Non-current assets held for sale | 1,574,786 | — | |||||||||
| Total assets | $ | 5,699,824 | $ | 5,748,661 | |||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 250,370 | $ | 280,707 | |||||||
| Debt, net | 552,644 | 65,438 | |||||||||
| Operating lease liabilities | 12,056 | 9,108 | |||||||||
| Derivative liabilities | — | 34,381 | |||||||||
| Other current liabilities | 29,997 | 20,363 | |||||||||
| Current liabilities held for sale | 577,374 | — | |||||||||
| Total current liabilities | 1,422,441 | 409,997 | |||||||||
| Debt, net | 2,275,088 | 3,708,735 | |||||||||
| Operating lease liabilities | 94,700 | 71,000 | |||||||||
| Derivative liabilities | — | 189,116 | |||||||||
| Warrant liabilities | 108,115 | 81,599 | |||||||||
| Deferred income tax liabilities | 289,589 | 300,231 | |||||||||
| Other liabilities | 111,665 | 44,000 | |||||||||
| Non-current liabilities held for sale | 950,183 | — | |||||||||
| Total liabilities | 5,251,781 | 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 Series B shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively; redemption amount of $192.0 million and $192.0 million at September 30, 2026 and December 31, 2025, respectively) | 154,810 | 152,642 | |||||||||
4
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 September 30, 2026 and December 31, 2025; redemption amount of $1.4 billion and $1.4 billion at September 30, 2026 and December 31, 2025, respectively) | 1,038,030 | 937,578 | |||||||||
| 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 September 30, 2026 and December 31, 2025, respectively) | 1,182 | 1,163 | |||||||||
| Additional paid in capital | 515,585 | 623,771 | |||||||||
| Accumulated deficit | (863,771) | (512,992) | |||||||||
| Accumulated other comprehensive loss | (197,420) | (90,618) | |||||||||
| Stockholders' equity | (544,424) | 21,324 | |||||||||
| Non-controlling interest in equity of consolidated subsidiaries | (200,373) | (167,561) | |||||||||
| Total equity | (744,797) | (146,237) | |||||||||
| Total liabilities, redeemable preferred stock and equity | $ | 5,699,824 | $ | 5,748,661 | |||||||
5
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (389,788) | $ | (54,333) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Equity in losses (earnings) of unconsolidated entities | 1,668 | (6,247) | |||||||||
| Gain on sale of subsidiaries | — | (119,952) | |||||||||
| Costs to modify or extinguish debt, net | 47,634 | 59,281 | |||||||||
| Equity-based compensation | 20,091 | 3,685 | |||||||||
| Depreciation and amortization | 125,530 | 93,823 | |||||||||
| Asset impairment | 91,775 | 4,401 | |||||||||
| Change in deferred income taxes | (10,642) | (36,068) | |||||||||
| Change in fair value of non-hedge derivative | (1,745) | — | |||||||||
| Change in fair value of warrants | 26,516 | (470) | |||||||||
| Amortization of deferred financing costs | 12,444 | 11,366 | |||||||||
| Amortization of bond discount | 74,195 | 10,055 | |||||||||
| Amortization of other comprehensive income | (17,601) | (13,970) | |||||||||
| Paid-in-kind interest expense | 7,809 | 3,325 | |||||||||
| Other | 716 | 1,020 | |||||||||
| Change in: | |||||||||||
| Accounts receivable | (9,521) | 2,038 | |||||||||
| Other assets | 10,076 | (1,022) | |||||||||
| Accounts payable and accrued liabilities | 2,084 | 1,821 | |||||||||
| Derivative liabilities | — | (67,005) | |||||||||
| Other liabilities | 403 | (7,003) | |||||||||
| Net cash used in operating activities | (8,356) | (115,255) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investment in unconsolidated entities | (20,729) | (1,121,917) | |||||||||
| Acquisition of business, net of cash acquired | (40,410) | 226,628 | |||||||||
| Acquisition of leasing equipment | — | (607) | |||||||||
| Acquisition of property, plant and equipment | (214,388) | (214,644) | |||||||||
| 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 | 9,629 | 2,660 | |||||||||
| Net cash used in investing activities | (269,273) | (1,096,879) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt, net | 1,658,887 | 1,744,075 | |||||||||
| Repayment of debt | (1,559,513) | (763,362) | |||||||||
| Payment of financing costs | (19,079) | (59,878) | |||||||||
| Proceeds from financing obligation | 50,000 | 2,694 | |||||||||
| Repayment of financing obligations | (1,641) | — | |||||||||
| Proceeds from issuance of redeemable preferred stock | — | 1,000,000 | |||||||||
| Redeemable preferred stock issuance costs | — | (20,597) | |||||||||
| Repayment of preferred stock | — | (447,121) | |||||||||
6
| Cash dividends - common stock | (10,635) | (10,342) | |||||||||
| Cash dividends - redeemable preferred stock | — | (25,516) | |||||||||
| Cash dividends - redeemable preferred stock - NCI | (5,000) | — | |||||||||
| Settlement of equity-based compensation | (2,903) | (1,199) | |||||||||
| Distributions to non-controlling interests | (1,620) | — | |||||||||
| Net cash provided by financing activities | 108,496 | 1,418,754 | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale | (169,133) | 206,620 | |||||||||
| Less: cash classified within assets held for sale | (16,057) | — | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (185,190) | 206,620 | |||||||||
| 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 | $ | 140,756 | $ | 353,916 | |||||||
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 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 attributable to common stockholders to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (150,234) | $ | (159,229) | $ | 8,995 | $ | (471,223) | $ | (134,870) | $ | (336,353) | |||||||||||||||||||||||
| Add: Provision for (benefit from) income taxes | 2,246 | 5,081 | (2,835) | (5,807) | (35,481) | 29,674 | |||||||||||||||||||||||||||||
| Add: Equity-based compensation expense | 3,653 | 1,522 | 2,131 | 20,091 | 3,685 | 16,406 | |||||||||||||||||||||||||||||
| Add: Acquisition and transaction expenses | 7,487 | 3,221 | 4,266 | 20,328 | 15,440 | 4,888 | |||||||||||||||||||||||||||||
| Add: Losses on the modification or extinguishment of capital lease obligations | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | 25,592 | 211 | 25,381 | 26,345 | 211 | 26,134 | |||||||||||||||||||||||||||||
| Add: Asset impairment charges | 28,587 | — | 28,587 | 91,775 | 4,401 | 87,374 | |||||||||||||||||||||||||||||
| Add: Incentive allocations | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Add: Depreciation and amortization expense (1) | 29,483 | 26,808 | 2,675 | 111,627 | 83,551 | 28,076 | |||||||||||||||||||||||||||||
| Add: Interest expense | 116,524 | 128,520 | (11,996) | 352,019 | 234,909 | 117,110 | |||||||||||||||||||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) | (590) | 8,323 | (8,913) | (1,668) | 12,723 | (14,391) | |||||||||||||||||||||||||||||
Add: Dividends and accretion of redeemable and convertible preferred stock (3) | 40,472 | 66,188 | (25,716) | 120,444 | 114,535 | 5,909 | |||||||||||||||||||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | (142) | (265) | 123 | (425) | (794) | 369 | |||||||||||||||||||||||||||||
Add: Other non-recurring items (4) | 1,108 | 962 | 146 | 4,626 | 2,295 | 2,331 | |||||||||||||||||||||||||||||
| Less: Equity in losses (earnings) of unconsolidated entities | 590 | (2,928) | 3,518 | 1,668 | (6,247) | 7,915 | |||||||||||||||||||||||||||||
Less: Non-controlling share of Adjusted EBITDA (5) | (9,447) | (7,483) | (1,964) | (27,766) | (22,292) | (5,474) | |||||||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 95,329 | $ | 70,931 | $ | 24,398 | $ | 242,034 | $ | 272,066 | $ | (30,032) | |||||||||||||||||||||||
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(1)Includes the following items for the three months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $35,328 and $34,813, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(7,078) and $(9,238), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $125,530 and $93,823, (ii) capitalized contract costs amortization of $3,698 and $3,698 and (iii) amortization of other comprehensive income of $(17,601) and $(13,970), respectively.
(2)Includes the following items for the three months ended September 30, 2026 and 2025: (i) net (loss) income of $(590) and $5,100, (ii) depreciation and amortization expense of $— and $1,852 and (iii) provision for income taxes of $— and $1,371, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) net (loss) income of $(1,668) and $11,578, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $4,736, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10, (vii) provision for income taxes of $— and $1,371 and (viii) other non-recurring items of $— and $1, respectively.
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(3)Includes the following items for the three months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $35,795 and $25,311, (ii) dividends of convertible preferred stock of $4,677 and $4,231 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $106,903 and $68,109, (ii) dividends of convertible preferred stock of $13,541 and $9,780 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively.
(4)Includes the following items for the three months ended September 30, 2026: (i) Railroad severance and integration expenses of $798 and (ii) unrealized loss on investment of $310. Includes the following item 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, 2026: (i) Railroad severance and integration expenses of $3,126 and (ii) unrealized loss on investment of $1,500. 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 and (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.
(5)Includes the following items for the three months ended September 30, 2026 and 2025: (i) equity-based compensation of $299 and $120, (ii) (benefit from) provision for income taxes of $(20) and $14, (iii) interest expense of $5,370 and $4,124, (iv) depreciation and amortization expense of $3,355 and $3,079, (v) changes in fair value of non-hedge derivative instruments of $150 and $(3), (vi) acquisition and transaction expenses of $76 and $52, (vii) interest and other costs on pension and OPEB liabilities of $(1) and $(2), (viii) asset impairment charges of $(9) and $(2), (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $225 and $72 and (xi) other non-recurring items of $2 and $(2), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) equity-based compensation expense of $2,366 and $344, (ii) provision for income taxes of $98 and $202, (iii) interest expense of $14,361 and $12,128, (iv) depreciation and amortization expense of $10,048 and $9,219, (v) changes in fair value of non-hedge derivative instruments of $154 and $(3), (vi) acquisition and transaction expenses of $120 and $218, (vii) interest and other costs on pension and OPEB liabilities of $(3) and $(5), (viii) asset impairment charges of $(9) and $25, (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $616 and $72 and (xi) other non-recurring items of $15 and $61, 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 September 30, 2026:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| (in thousands) | Railroad | Jefferson Terminal | Repauno | Power and Gas | Four Core Segments | ||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (39,881) | $ | (12,966) | $ | (6,679) | $ | (12,136) | $ | (71,662) | |||||||||||||||||||
| Add: Provision for income taxes | 2,219 | 20 | — | — | 2,239 | ||||||||||||||||||||||||
| Add: Equity-based compensation expense | 424 | 1,072 | 172 | 1,894 | 3,562 | ||||||||||||||||||||||||
| Add: Acquisition and transaction expenses | 2,161 | 90 | — | 3,172 | 5,423 | ||||||||||||||||||||||||
| Add: Losses on the modification or extinguishment of capital lease obligations | — | — | — | — | — | ||||||||||||||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | 25,592 | — | — | — | 25,592 | ||||||||||||||||||||||||
| Add: Asset impairment charges | — | — | — | 28,587 | 28,587 | ||||||||||||||||||||||||
| Add: Incentive allocations | — | — | — | — | — | ||||||||||||||||||||||||
Add: Depreciation and amortization expense (1) | 20,058 | 13,519 | 2,708 | (7,078) | 29,207 | ||||||||||||||||||||||||
| Add: Interest expense | 2,460 | 20,624 | 3,368 | 26,907 | 53,359 | ||||||||||||||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | — | — | — | ||||||||||||||||||||||||
| Add: Dividends and accretion of redeemable and convertible preferred stock | 34,284 | — | — | — | 34,284 | ||||||||||||||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | (142) | — | — | — | (142) | ||||||||||||||||||||||||
Add: Other non-recurring items (2) | 798 | — | — | — | 798 | ||||||||||||||||||||||||
| Less: Equity in earnings of unconsolidated entities | — | — | — | — | — | ||||||||||||||||||||||||
Less: Non-controlling share of Adjusted EBITDA (3) | (552) | (8,181) | (287) | (407) | (9,427) | ||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 47,421 | $ | 14,178 | $ | (718) | $ | 40,939 | $ | 101,820 | |||||||||||||||||||
_______________________________
(1)Jefferson Terminal
Includes the following items for the three months ended September 30, 2026: (i) depreciation and amortization expense of $12,286 and (ii) capitalized contract costs amortization of $1,233.
Power and Gas
Includes the following items for the three months ended September 30, 2026: amortization of other comprehensive income of $(7,078).
(2)Railroad
Includes the following items for the three months ended September 30, 2026: Railroad severance and integration expenses of $798.
(3)Railroad
Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $3, (ii) provision for income taxes of $15, (iii) interest expense of $12, (iv) depreciation and amortization expense of $133, (v) acquisition and transaction expenses of $12, (vi) interest and other costs on pension and OPEB liabilities of $(1), (vii) dividends and accretion of redeemable preferred stock of $225, (viii) changes in fair value of non-hedge derivative instruments of $151 and (ix) other non-recurring items of $2.
Jefferson Terminal
Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $248, (ii) provision for income taxes of $4, (iii) interest expense of $4,777, (iv) depreciation and amortization expense of $3,131 and (v) acquisition and transaction expenses of $21.
Repauno
Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $8, (ii) interest expense of $155 and (iii) depreciation and amortization expense of $124.
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Power and Gas
Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $35, (ii) benefit from income taxes of $(39), (iii) interest expense of $426, (iv) depreciation and amortization expense of $(48), (v) acquisition and transaction expenses of $43, (vi) changes in fair value of non-hedge derivative instruments of $(1) and (vii) asset impairment charges of $(9).
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