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): October 26, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number) |
(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
(212 ) 798-6100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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Item 2.02.
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Results of Operations and Financial Condition.
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On October 26, 2023, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter
ended September 30, 2023. 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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Press release, dated October 26, 2023, issued by FTAI Infrastructure Inc.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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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.
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Dated: October 26, 2023
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FTAI INFRASTRUCTURE INC.
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/s/ Kenneth J. Nicholson
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Kenneth J. Nicholson
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Chief Executive Officer and President
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Exhibit 99.1
PRESS RELEASE
FTAI Infrastructure Inc. Reports Third Quarter 2023 Results, Declares Dividend of $0.03 per Share of Common Stock
NEW YORK, October 26, 2023 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2023. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.
Financial Overview
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(in thousands, except per share data)
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||||
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Selected Financial Results
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Q3’23
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|||
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Net Loss Attributable to Stockholders
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$
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(56,101
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)
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Basic and Diluted Loss per Share of Common Stock
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$
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(0.55
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)
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Adjusted EBITDA(1)
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$
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24,655
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Adjusted EBITDA - Four core segments (1)(2)
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$
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32,208
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For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
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| (2) |
Excludes Sustainability and Energy Transition and Corporate and Other segments.
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Third Quarter 2023 Dividends
On October 26, 2023, 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,
2023, payable on November 16, 2023 to the holders of record on November 9, 2023.
Business Highlights
• Generated $32.2 million of Adjusted EBITDA(1) from our four core segments.
• Transtar’s new third-party business opportunities (railcar repair, transloading) are expected to commence in coming months and provide strong momentum for 2024.
• Jefferson Terminal executed multiple contracts during Q3 with potential to generate meaningful Adjusted EBITDA once operational(3); a portion of these
contracts have already commenced and will contribute to Q4.
• Repauno expects to enter into a Phase 2 anchor contract in Q4(3).
(3) Please see “Disclaimers” at the beginning of the exhibit.
1
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.
Conference Call
In addition, management will host a conference call on Friday, October 27, 2023 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the
following link https://register.vevent.com/register/BI6e621deb011b47878a498f0f2acd7c65. 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, October 27, 2023 through 11:30 A.M. on Friday, November 3, 2023 on https://ir.fipinc.com/news-events/presentations.
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,
including, but not limited to, Transtar’s expected commencement of new third-party business opportunities with strong momentum for 2024, Jefferson Terminal’s ability to generate meaningful Adjusted EBITDA once new contracts commence and are
operational and whether Repauno will enter into a Phase 2 anchor contract in Q4 or at all. 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.
2
For further information, please contact:
Alan Andreini
Investor Relations
FTAI Infrastructure Inc.
(646) 734-9414
aandreini@fortress.com
3
Exhibit - Financial Statements
FTAI INFRASTRUCTURE INC.
CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2023
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2022
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2023
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2022
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Revenues
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Total revenues
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$
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80,706
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$
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78,559
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$
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239,032
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$
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190,575
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Expenses
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Operating expenses
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68,416
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60,934
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196,353
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148,231
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General and administrative
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2,485
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3,208
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9,388
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8,136
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Acquisition and transaction expenses
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649
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2,754
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1,554
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15,862
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Management fees and incentive allocation to affiliate
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3,238
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2,659
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9,304
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9,885
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Depreciation and amortization
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20,150
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18,136
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60,577
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52,451
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Asset impairment
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—
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—
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743
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—
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Total expenses
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94,938
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87,691
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277,919
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234,565
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Other income (expense)
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Equity in losses of unconsolidated entities
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(9,914
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(12,080
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(7,173
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)
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(47,982
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)
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(Loss) gain on sale of assets, net
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(263
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)
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(134
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)
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260
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(134
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)
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Loss on extinguishment of debt
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(2,020
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)
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—
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(2,020
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)
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—
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Interest expense
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(25,999
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)
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(19,161
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)
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(73,431
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)
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(32,106
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)
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Other income (expense)
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2,387
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(1,132
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)
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3,978
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(2,144
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)
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Total other expense
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(35,809
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(32,507
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(78,386
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(82,366
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)
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Loss before income taxes
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(50,041
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(41,639
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(117,273
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)
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(126,356
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)
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Provision for income taxes
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8
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1,555
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2,560
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5,086
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Net loss
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(50,049
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(43,194
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(119,833
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)
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(131,442
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)
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Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
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(9,932
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)
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(8,381
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)
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(30,101
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)
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(24,327
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Less: Dividends and accretion on redeemable preferred stock
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15,984
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9,263
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45,811
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9,263
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Net loss attributable to stockholders/Former Parent
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$
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(56,101
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)
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$
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(44,076
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)
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$
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(135,543
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)
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$
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(116,378
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)
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Loss per share:
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Basic
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$
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(0.55
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)
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$
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(0.43
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)
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$
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(1.32
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)
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$
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(1.13
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)
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||||
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Diluted
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$
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(0.55
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)
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$
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(0.43
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)
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$
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(1.32
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)
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$
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(1.13
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)
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||||
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Weighted average shares outstanding:
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||||||||||||||||
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Basic
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102,820,651
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102,730,033
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102,800,818
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102,730,033
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||||||||||||
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Diluted
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102,820,651
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102,730,033
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102,800,818
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102,730,033
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||||||||||||
4
FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except share and per share data)
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(Unaudited)
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||||||||
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September 30, 2023
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December 31, 2022
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Assets
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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24,447
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$
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36,486
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Restricted cash
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53,477
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113,156
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Accounts receivable, net
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64,693
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60,807
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Other current assets
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37,340
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67,355
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Total current assets
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179,957
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277,804
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Leasing equipment, net
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33,965
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34,907
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Operating lease right-of-use assets, net
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68,462
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71,015
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Property, plant, and equipment, net
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1,664,361
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1,673,808
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Investments
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70,143
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73,589
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||||||
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Intangible assets, net
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54,517
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60,195
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||||||
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Goodwill
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275,367
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260,252
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||||||
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Other assets
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38,363
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26,829
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||||||
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Total assets
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$
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2,385,135
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$
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2,478,399
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||||
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Liabilities
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||||||||
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Current liabilities:
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||||||||
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Accounts payable and accrued liabilities
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$
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135,820
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$
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136,048
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||||
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Current debt, net
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—
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—
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||||||
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Operating lease liabilities
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6,931
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7,045
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||||||
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Other current liabilities
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19,658
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16,488
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Total current liabilities
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162,409
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159,581
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||||||
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Debt, net
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1,318,481
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1,230,157
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Operating lease liabilities
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61,302
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63,147
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||||||
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Other liabilities
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62,088
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236,130
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||||||
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Total liabilities
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1,604,280
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1,689,015
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||||||
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Commitments and contingencies
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—
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—
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||||||
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Redeemable preferred stock ($0.01 par value per share; 200,000,000 shares authorized; 300,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022; redemption amount of $448.2 million at September 30, 2023 and December 31, 2022)
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310,401
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264,590
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||||||
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Equity
|
||||||||
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Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 99,490,386 and 99,445,074 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)
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994
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994
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||||||
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Additional paid in capital
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862,675
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911,599
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||||||
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Accumulated deficit
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(150,569
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)
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(60,837
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)
|
||||
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Accumulated other comprehensive loss
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(179,234
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)
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(300,133
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)
|
||||
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Stockholders' equity
|
533,866
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551,623
|
||||||
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Non-controlling interest in equity of consolidated subsidiaries
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(63,412
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)
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(26,829
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)
|
||||
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Total equity
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470,454
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524,794
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||||||
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Total liabilities, redeemable preferred stock and equity
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$
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2,385,135
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$
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2,478,399
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||||
5
FTAI INFRASTRUCTURE INC.
CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)
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Nine Months Ended September 30,
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||||||||
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2023
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2022
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|||||||
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Cash flows from operating activities:
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||||||||
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Net loss
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$
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(119,833
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)
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$
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(131,442
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)
|
||
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
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Equity in losses of unconsolidated entities
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7,173
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47,982
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||||||
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(Gain) loss on sale of assets, net
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(260
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)
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134
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|||||
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Loss on extinguishment of debt
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2,020
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—
|
||||||
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Equity-based compensation
|
5,814
|
3,042
|
||||||
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Depreciation and amortization
|
60,577
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52,451
|
||||||
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Asset impairment
|
743
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—
|
||||||
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Change in deferred income taxes
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2,148
|
4,851
|
||||||
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Change in fair value of non-hedge derivative
|
1,125
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(1,058
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)
|
|||||
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Amortization of deferred financing costs
|
4,910
|
2,950
|
||||||
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Amortization of bond discount
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3,472
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—
|
||||||
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Provision for credit losses
|
1,661
|
418
|
||||||
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Other
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—
|
899
|
||||||
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Change in:
|
||||||||
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Accounts receivable
|
(5,547
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)
|
(20,476
|
)
|
||||
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Other assets
|
17,387
|
(17,632
|
)
|
|||||
|
Accounts payable and accrued liabilities
|
4,204
|
23,199
|
||||||
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Management fees payable to affiliate
|
10,926
|
2,381
|
||||||
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Other liabilities
|
1,266
|
(5,390
|
)
|
|||||
|
Net cash used in operating activities
|
(2,214
|
)
|
(37,691
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in unconsolidated entities
|
(6,070
|
)
|
(4,481
|
)
|
||||
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Investment in convertible promissory notes
|
(51,044
|
)
|
(20,000
|
)
|
||||
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Acquisition of business, net of cash acquired
|
(4,448
|
)
|
(3,819
|
)
|
||||
|
Acquisition of property, plant and equipment
|
(78,712
|
)
|
(172,226
|
)
|
||||
|
Proceeds from sale of leasing equipment
|
116
|
—
|
||||||
|
Proceeds from sale of property, plant and equipment
|
1,148
|
5,656
|
||||||
|
Net cash used in investing activities
|
(139,010
|
)
|
(194,870
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from debt
|
162,100
|
482,375
|
||||||
|
Repayment of debt
|
(75,131
|
)
|
—
|
|||||
|
Payment of deferred financing costs
|
(6,472
|
)
|
(12,803
|
)
|
||||
|
Proceeds from issuance of redeemable preferred stock
|
—
|
291,000
|
||||||
|
Redeemable preferred stock issuance costs
|
—
|
(16,418
|
)
|
|||||
|
Cash dividends - common stock
|
(9,254
|
)
|
—
|
|||||
|
Capital contribution from non-controlling interests
|
—
|
732
|
||||||
|
Net transfers to Former Parent, net
|
—
|
(617,322
|
)
|
|||||
|
Settlement of equity-based compensation
|
(90
|
)
|
(148
|
)
|
||||
|
Distributions to non-controlling interests
|
(1,647
|
)
|
—
|
|||||
|
Distribution to Manager
|
—
|
(79
|
)
|
|||||
|
Net cash provided by financing activities
|
69,506
|
127,337
|
||||||
|
Net decrease in cash and cash equivalents and restricted cash
|
(71,718
|
)
|
(105,224
|
)
|
||||
|
Cash and cash equivalents and restricted cash, beginning of period
|
149,642
|
301,855
|
||||||
|
Cash and cash equivalents and restricted cash, end of period
|
$
|
77,924
|
$
|
196,631
|
||||
6
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 shareholders or Former Parent, 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
costs on pension and other pension expense benefits (“OPEB”) liabilities, dividends and accretion expense related to 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.
7
The following table sets forth a reconciliation of net loss attributable to stockholders or Former Parent to Adjusted EBITDA for the three and nine months ended September
30, 2023 and 2022:
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||||||||||
|
(in thousands)
|
2023
|
2022
|
Change
|
2023
|
2022
|
Change
|
||||||||||||||||||
|
Net loss attributable to stockholders/Former Parent
|
$
|
(56,101
|
)
|
$
|
(44,076
|
)
|
$
|
(12,025
|
)
|
$
|
(135,543
|
)
|
$
|
(116,378
|
)
|
$
|
(19,165
|
)
|
||||||
|
Add: Provision for income taxes
|
8
|
1,555
|
(1,547
|
)
|
2,560
|
5,086
|
(2,526
|
)
|
||||||||||||||||
|
Add: Equity-based compensation expense
|
4,277
|
1,377
|
2,900
|
5,814
|
3,042
|
2,772
|
||||||||||||||||||
|
Add: Acquisition and transaction expenses
|
649
|
2,754
|
(2,105
|
)
|
1,554
|
15,862
|
(14,308
|
)
|
||||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
2,020
|
—
|
2,020
|
2,020
|
—
|
2,020
|
||||||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
(310
|
)
|
310
|
1,125
|
(1,058
|
)
|
2,183
|
||||||||||||||||
|
Add: Asset impairment charges
|
—
|
—
|
—
|
743
|
—
|
743
|
||||||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
|
Add: Depreciation & amortization expense
|
20,150
|
18,136
|
2,014
|
60,577
|
52,451
|
8,126
|
||||||||||||||||||
|
Add: Interest expense
|
25,999
|
19,161
|
6,838
|
73,431
|
32,106
|
41,325
|
||||||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
|
5,554
|
9,770
|
(4,216
|
)
|
20,630
|
22,002
|
(1,372
|
)
|
||||||||||||||||
|
Add: Dividends and accretion on redeemable preferred stock
|
15,984
|
9,263
|
6,721
|
45,811
|
9,263
|
36,548
|
||||||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
480
|
896
|
(416
|
)
|
1,440
|
896
|
544
|
|||||||||||||||||
|
Add: Other non-recurring items (2)
|
1,131
|
—
|
1,131
|
2,470
|
—
|
2,470
|
||||||||||||||||||
|
Less: Equity in losses of unconsolidated entities
|
9,914
|
12,080
|
(2,166
|
)
|
7,173
|
47,982
|
(40,809
|
)
|
||||||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA (3)
|
(5,410
|
)
|
(4,502
|
)
|
(908
|
)
|
(15,577
|
)
|
(12,034
|
)
|
(3,543
|
)
|
||||||||||||
|
Adjusted EBITDA (non-GAAP)
|
$
|
24,655
|
$
|
26,104
|
$
|
(1,449
|
)
|
$
|
74,228
|
$
|
59,220
|
$
|
15,008
|
|||||||||||
|
(1)
|
Includes the following items for the three months ended September 30, 2023 and 2022: (i) net loss of $(9,941) and $(12,177), (ii) interest expense of $8,830
and $7,551, (iii) depreciation and amortization expense of $6,965 and $7,883, (iv) acquisition and transaction expenses of $50 and $(16), (v) changes in fair value of non-hedge derivative instruments of $(352) and $6,432, (vi)
equity-based compensation of $2 and $95 and (vii) asset impairment of $— and $2, respectively. Includes the following items for the nine months ended September 30, 2023 and 2022: (i) net loss of $(7,283) and $(48,184), (ii) interest
expense of $25,166 and $20,809, (iii) depreciation and amortization expense of $20,598 and $20,516, (iv) acquisition and transaction expenses of $307 and $375, (v) changes in fair value of non-hedge derivative instruments of $(18,162) and
$28,164, (vi) equity-based compensation of $4 and $288 and (vii) asset impairment of $— and $34, respectively.
|
|
(2)
|
Includes the following items for the three months ended September 30, 2023: certain non-cash expenses related to cancellation of RSUs of $1,131. Includes the
following items for the nine months ended September 30, 2023: certain non-cash expenses related to cancellation of RSUs and Railroad severance expense of $2,470.
|
|
(3)
|
Includes the following items for the three months ended September 30, 2023 and 2022: (i) equity-based compensation of $718 and $102, (ii) (benefit from)
provision for income taxes of $(19) and $464, (iii) interest expense of $1,821 and $1,326, (iv) depreciation and amortization expense of $2,870 and $2,507, (v) changes in fair value of non-hedge derivative instruments of $— and $(15),
(vi) acquisition and transaction expense of $19 and $117 and (vii) interest and other costs on pension and OPEB liabilities of $1 and $1, respectively. Includes the following items for the nine months ended September 30, 2023 and 2022:
(i) equity-based compensation of $904 and $352, (ii) provision for income taxes of $69 and $494, (iii) interest expense of $5,558 and $4,029, (iv) depreciation and amortization expense of $8,950 and $7,091, (v) changes in fair value of
non-hedge derivative instruments of $61 and $(50), (vi) other non-recurring items of $3 and $—, (vii) acquisition and transaction expense of $27 and $117, (viii) interest and other costs on pension and OPEB liabilities of $3 and $1 and
(ix) asset impairment of $2 and $—, respectively.
|
8
The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA for our four core segments for the three months
ended September 30, 2023:
|
Three Months Ended September 30, 2023
|
||||||||||||||||||||
|
(in thousands)
|
Railroad
|
Jefferson
Terminal
|
Repauno
|
Power and
Gas
|
Four Core
Segments
|
|||||||||||||||
|
Net income (loss) attributable to stockholders/Former Parent
|
$
|
10,620
|
$
|
(12,017
|
)
|
$
|
(4,946
|
)
|
$
|
(6,301
|
)
|
$
|
(12,644
|
)
|
||||||
|
Add: Provision for (benefit from) income taxes
|
524
|
(126
|
)
|
103
|
—
|
501
|
||||||||||||||
|
Add: Equity-based compensation expense
|
262
|
2,932
|
1,083
|
—
|
4,277
|
|||||||||||||||
|
Add: Acquisition and transaction expenses
|
186
|
80
|
—
|
—
|
266
|
|||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
937
|
—
|
—
|
—
|
937
|
|||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Asset impairment charges
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Depreciation and amortization expense
|
4,362
|
12,643
|
2,390
|
—
|
19,395
|
|||||||||||||||
|
Add: Interest expense
|
82
|
8,280
|
642
|
—
|
9,004
|
|||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
|
—
|
—
|
—
|
7,214
|
7,214
|
|||||||||||||||
|
Add: Dividends and accretion on redeemable preferred stock
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
480
|
—
|
—
|
—
|
480
|
|||||||||||||||
|
Add: Other non-recurring items (2)
|
—
|
1,131
|
—
|
—
|
1,131
|
|||||||||||||||
|
Less: Equity in earnings of unconsolidated entities
|
—
|
—
|
—
|
7,057
|
7,057
|
|||||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA (3)
|
(19
|
)
|
(5,160
|
)
|
(231
|
)
|
—
|
(5,410
|
)
|
|||||||||||
|
Adjusted EBITDA
|
$
|
17,434
|
$
|
7,763
|
$
|
(959
|
)
|
$
|
7,970
|
$
|
32,208
|
|||||||||
|
(1)
|
Power and Gas:
|
Includes the following items for the three months ended September 30, 2023: (i) net loss of $(7,057), (ii) interest expense of $7,932, (iii)
depreciation and amortization expense of $6,639, (iv) acquisition and transaction expenses of $50, (v) changes in fair value of non-hedge derivative instruments of $(352) and (vi) equity-based compensation of $2.
|
(2)
|
Jefferson Terminal:
|
Includes the following items for the three months ended September 30, 2023: certain non-cash expenses related to cancellation of RSUs of $1,131.
|
(3)
|
Railroad:
|
Includes the following items for the three months ended September 30, 2023: (i) equity-based compensation of $1, (ii) provision for income taxes of
$3, (iii) depreciation and amortization expense of $13, (iv) interest and other costs on pension and OPEB liabilities of $1 and (v) acquisition and transaction expense of $1.
Jefferson Terminal:
Includes the following items for the three months ended September 30, 2023: (i) equity-based compensation of $658, (ii) benefit from income taxes of
$(30), (iii) interest expense of $1,786, (iv) depreciation and amortization expense of $2,728 and (v) acquisition and transaction expense of $18.
Repauno:
Includes the following items for the three months ended September 30, 2023: (i) equity-based compensation of $59, (ii) interest expense of $35, (iii)
depreciation and amortization expense of $129 and (iv) provision for income taxes of $8.
9