0001899883-24-000036 | 10-Q | XBRL Viewer

DEBT, NET

9 Months Ended

Sep. 30, 2024

7. DEBT, NET

Our debt, net is summarized as follows:


			Outstanding Borrowings
	Stated Interest Rate	Maturity Date	September 30, 2024		December 31, 2023
Loans payable
DRP Revolver (1)	(i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Term Secured Overnight Financing Rate (“SOFR”))	11/5/26	$	44,250	$	44,250
EB-5 Loan Agreement	5.75%	(i) 1/25/26 (ii) 3/11/2026 (iii) 11/26/27	63,800		63,800

Total loans payable			108,050		108,050
Bonds payable
Series 2020 Bonds	(i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00%	(i) 1/1/35 (ii) 1/1/50	143,165		263,980
Series 2021 Bonds	(i) Tax Exempt Series 2021A Bonds: 1.875% to 3.000% (ii) Taxable Series 2021B Bonds: 4.100%	(i) 1/1/26 to 1/1/50 (ii) 1/1/28	352,685		425,000
Series 2024 Bonds	(i) Tax Exempt Series 2024A Bonds: 5.000% to 5.250% (ii) Taxable Series 2024B Bonds: 10.000%	(i) 1/1/39 to 1/1/54 (ii) 7/1/26	382,295		—
Senior Notes due 2027 (2)	10.500%	6/1/27	579,600		575,181
Total bonds payable			1,457,745		1,264,161
Total debt			1,565,795		1,372,211
Less: Debt issuance costs			(30,116)		(31,301)
Total debt, net			$	1,535,679	$	1,340,910

Total debt due within one year			$	—	$	—

________________________________________________________

(1) Requires a quarterly commitment fee at a rate of 1.000% on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Includes an unamortized discount of $20,400 and $24,819 at September 30, 2024 and December 31, 2023, respectively.

April 2024 Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “April 2024 Jefferson Credit Agreement”), providing for a $75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00% plus Adjusted Term SOFR. In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the April 2024 Jefferson Credit Agreement.

Tender Offer for Series 2020A and Series 2021A Bonds

On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $105 million aggregate principal amount of the Tax Exempt Series 2020A and Tax Exempt Series 2021A Bonds (the “Target Bonds”).

On June 20, 2024 (the “Settlement Date”), we completed the Tender Offer for $108.0 million aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $88.8 million, which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date. Interest ceased to accrue on the Settlement Date for all accepted Target Bonds.

On August 30, 2024, we repurchased and cancelled an additional $6.0 million of the Tax Exempt Series 2021A Bonds. We wrote off $0.2 million of deferred financing costs during the period and recognized a gain on extinguishment of debt of $0.9 million from this transaction.

Series 2024 Bonds

On June 20, 2024, certain subsidiaries within the Jefferson Terminal segment, and the Port of Beaumont Navigation District of Jefferson County, Texas, completed their previously announced offering of $164.4 million principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2024A Bonds”) and $217.9 million principal amount of Taxable Series 2024B Facility Revenue Bonds (the “Taxable Series 2024B Bonds” and, together with the Tax Exempt Series 2024A Bonds, the “Series 2024 Bonds”). Certain subsidiaries within the Jefferson Terminal segment pledged certain assets in support of the Series 2024 Bonds.

The Tax Exempt Series 2024A Bonds consist of:

•$67,570,000 principal amount of Term Bonds maturing on January 1, 2039, and bearing interest at a fixed rate of 5.000% per annum,

•$44,800,000 principal amount of Term Bonds maturing on January 1, 2044, and bearing interest at a fixed rate of 5.125% per annum, and

•$52,055,000 principal amount of Term Bonds maturing on January 1, 2054, and bearing interest at a fixed rate of 5.250% per annum.

The Taxable Series 2024B Bonds will mature on July 1, 2026, and bear interest at a fixed rate of 10.000% per annum.

Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the April 2024 Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer. The Company also used a portion of the net proceeds from the Taxable Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $79.1 million. We recognized a loss on modification of debt of $6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $3.2 million from the repayment of the April 2024 Jefferson Credit Agreement in connection with this transaction. For the three months ended September 30, 2024, we recognized an additional loss on modification of debt of $0.1 million from the Series 2024 Bonds. In conjunction with the repayment associated with the April 2024 Jefferson Credit Agreement, we wrote off $1.8 million of deferred financing costs during the period.

We were in compliance with all debt covenants as of September 30, 2024.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

EARNINGS PER SHARE AND EQUITY

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE AND EQUITY

16. EARNINGS PER SHARE AND EQUITY

Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders by the weighted average number of common stock outstanding, plus any participating securities. Diluted LPS is calculated by dividing net loss attributable to stockholders by the weighted average number of common stock outstanding, plus any participating securities and potentially dilutive securities. Potentially dilutive securities are calculated using the treasury stock method.

The calculation of basic and diluted LPS is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
Net loss	$	(42,956)	$	(50,049)	$	(141,393)	$	(119,833)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(9,963)		(9,932)		(32,053)		(30,101)
Less: Dividends and accretion of redeemable preferred stock	16,978		15,984		51,563		45,811
Net loss attributable to stockholders	$	(49,971)	$	(56,101)	$	(160,903)	$	(135,543)
Weighted Average Common Stock Outstanding - Basic (1)	109,723,831		102,820,651		106,317,677		102,800,818
Weighted Average Common Stock Outstanding - Diluted (1)	109,723,831		102,820,651		106,317,677		102,800,818

Loss per share:
Basic	$	(0.45)	$	(0.55)	$	(1.51)	$	(1.32)
Diluted (2)	$	(0.45)	$	(0.55)	$	(1.51)	$	(1.32)

________________________________________________________

(1) Three and nine months ended September 30, 2024 includes penny warrants that were converted into common stock during the periods.

(2) Diluted LPS for the three and nine months ended September 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended September 30, 2024 and 2023, 1,578,404 and 3,023,965 shares of common stock, respectively, and for the nine months ended September 30, 2024 and 2023, 1,399,408 and 2,343,212 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

Common Stock Warrants

A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2024 is as follows:


	Number of Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2023	6,685,132	$	4.93
Issued	—	—
Expired	—	—
Exercised	3,342,566	0.01
Outstanding as of September 30, 2024 (1)	3,342,566	$	9.85
Warrants exercisable as of September 30, 2024 (1)	3,342,566	$	9.85

________________________________________________________

(1) Weighted average exercise price as of September 30, 2024 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

The weighted average remaining contractual term of the outstanding warrants as of September 30, 2024 is 5.8 years. The aggregate intrinsic value of the warrants as of September 30, 2024 is $— million.

INTANGIBLE ASSETS, NET - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 1,000
2025	4,000
2026	4,000
2027	4,000
2028	4,000
Thereafter	30,237
Intangible assets, net	$ 47,237	$ 52,621

EQUITY-BASED COMPENSATION - Expenses Related to Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 2,629	$ 4,277	$ 6,768	$ 5,814
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met	4,235		4,235
Subsidiary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	650	564	1,409	2,021
FIG
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	1,979	3,713	5,264	3,713
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met	3,711		3,711
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met	558		$ 558
Weighted Average Remaining Contractual Term (in years)			1 year 1 month 6 days
Restricted shares \| Subsidiary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	103	202	$ 282	949
Restricted shares \| FIG
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	1,979	3,713	5,264	3,713
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met	3,711		$ 3,711
Weighted Average Remaining Contractual Term (in years)			8 months 12 days
Common units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met	3,677		$ 3,677
Weighted Average Remaining Contractual Term (in years)			9 months 18 days
Common units \| Subsidiary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 547	$ 362	$ 1,127	$ 1,072

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Statement of Comprehensive Income [Abstract]
Deferred tax expense	$ 0.0	$ 1.6

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

9 Months Ended

Sep. 30, 2024

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

13. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

We are externally managed by the Manager. The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years.

The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee described below) and reimbursement of certain expenses. The management fee is determined by taking the average value of total equity (including redeemable preferred stock and excluding non-controlling interests) of the Company determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50%, and is payable monthly in arrears in cash.

The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”). For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders during such quarter calculated in accordance with U.S. GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors. Pre-incentive allocation net income does not include any Income Incentive Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter.

The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2% for such quarter (8% annualized); (2) 100% of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2% but does not exceed 2.2223% for such quarter; and (3) 10% of pre-incentive fee net income of the Company, if any, that exceeds 2.2223% for portions of such quarter. These calculations will be prorated for any periods of less than three months.

The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10% of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager.

The management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Consolidated Statements of Operations. These amounts are allocated on the following basis:

Management fee—Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated financial statements.

Income Incentive Allocation and Capital Gains Incentive Allocation—The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period.

The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Management fee	$	2,807	$	3,238	$	8,584	$	9,304
Income incentive fee	—		—		—		—
Capital gains incentive fee	—		—		—		—
Total	$	2,807	$	3,238	$	8,584	$	9,304

We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit

facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses.

The following table summarizes our reimbursements to the Manager:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Classification in the Consolidated Statements of Operations:
General and administrative	$	1,167	$	1,143	$	3,598	$	4,077
Acquisition and transaction expenses	298		374		869		731
Total	$	1,465	$	1,517	$	4,467	$	4,808

If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments).

Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10% of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase a number of common stock equal to 10% of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress. In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 15. On August 12, 2024, 8.7 million Manager options were exercised, as discussed in Note 10.

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:


	September 30, 2024		December 31, 2023
Accrued management fees	$	5,583	$	6,400
Other payables	2,803		5,595

As of September 30, 2024 and December 31, 2023, there were no receivables from the Manager.

Other Affiliate Transactions

As of September 30, 2024 and December 31, 2023, certain employees of the Manager and their related parties collectively own an approximately 20% interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements. The carrying amount of this non-controlling interest at September 30, 2024 and December 31, 2023 was $(109.3) million and $(78.0) million, respectively. In April 2024, we made a pro-rata distribution of $15.0 million to the non-controlling interest holders of Jefferson Terminal segment.

The following table presents the amount of this non-controlling interest share of net loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Non-controlling interest share of net loss	$	(9,700)	$	(10,818)	$	(31,339)	$	(30,051)

In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $4.4 million. This resulted in 100% ownership in FYX and the elimination of any non-controlling interest in FYX.

In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge. Refer to Note 5 for additional information.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023. For the nine months ended September 30, 2024 and 2023, the Company incurred approximately $0.4 million and $0.3 million of rent and office related expenses, respectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

DEBT, NET - Schedule of Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Jul. 05, 2023
Debt Instrument [Line Items]
Total debt	$ 1,565,795	$ 1,372,211
Less: Debt issuance costs	(30,116)	(31,301)
Total debt due within one year		0
Current debt, net	1,535,679	1,340,910
Loans payable
Debt Instrument [Line Items]
Total debt	108,050	108,050
Loans payable \| DRP Revolver
Debt Instrument [Line Items]
Total debt	$ 44,250	44,250
Basis spread	2.75%
Quarterly commitment fee rate	1.00%
Loans payable \| EB-5 Loan Agreement
Debt Instrument [Line Items]
Total debt	$ 63,800	63,800
Stated Interest Rate	5.75%
Bonds payable
Debt Instrument [Line Items]
Total debt	$ 1,457,745	1,264,161
Bonds payable \| Series 2020 Bonds
Debt Instrument [Line Items]
Total debt	143,165	263,980
Total debt due within one year	$ 0
Bonds payable \| Series 2020 Bonds Due 2035
Debt Instrument [Line Items]
Stated Interest Rate	3.625%
Bonds payable \| Series 2020 Bonds Due 2050
Debt Instrument [Line Items]
Stated Interest Rate	4.00%
Bonds payable \| Series 2021 Bonds
Debt Instrument [Line Items]
Total debt	$ 352,685	425,000
Bonds payable \| Series 2021A Bonds Due 2026 Through 2041
Debt Instrument [Line Items]
Stated Interest Rate	1.875%
Bonds payable \| Series 2021A Bonds Due 2050
Debt Instrument [Line Items]
Stated Interest Rate	3.00%
Bonds payable \| Series 2021B Bonds
Debt Instrument [Line Items]
Stated Interest Rate	4.10%
Bonds payable \| Senior Notes due 2027
Debt Instrument [Line Items]
Total debt	$ 579,600	575,181	$ 100,000
Stated Interest Rate	10.50%
Unamortized discount	$ 20,400	24,819
Bonds payable \| Series 2024 Bonds
Debt Instrument [Line Items]
Total debt	$ 382,295	$ 0
Bonds payable \| Series 2024A Bonds Due 2039
Debt Instrument [Line Items]
Stated Interest Rate	5.00%
Bonds payable \| Series 2024A Bonds Due 2044
Debt Instrument [Line Items]
Stated Interest Rate	5.25%
Bonds payable \| Series 2024B Bonds Due 2026
Debt Instrument [Line Items]
Stated Interest Rate	10.00%
Secured Overnight Financing Rate (SOFR) \| Loans payable \| DRP Revolver
Debt Instrument [Line Items]
Basis spread	3.75%

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.


	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	September 30, 2024		September 30, 2024
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	20,295	$	20,295	$	—	$	—	Market
Restricted cash	124,338		124,338		—		—		Market
Notes receivable	11,773		—		11,773		—		Market

Total assets	$	156,406	$	144,633	$	11,773	$	—

	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	December 31, 2023		December 31, 2023
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	29,367	$	29,367	$	—	$	—	Market
Restricted cash	58,112		58,112		—		—		Market
Notes receivable	11,664		—		11,664		—		Market

Total assets	$	99,143	$	87,479	$	11,664	$	—

Fair Value, by Balance Sheet Grouping

The fair value of our bonds, notes and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:


	September 30, 2024		December 31, 2023
Series 2020A Bonds (1)	$	131,274	$	138,666
Series 2020B Bonds (1)	—		75,928
Series 2021A Bonds (1)	129,118		154,306
Series 2021B Bonds (1)	179,498		165,208
Series 2024A Bonds (1)	170,154		—
Series 2024B Bonds (1)	224,565		—
Senior Notes due 2027	641,148		625,038
EB-5 Loan Agreement	22,885		21,240
EB-5.2 Loan Agreement	8,713		8,183
EB-5.3 Loan Agreement	23,747		22,491

________________________________________________________

(1) Fair value is based upon market prices for similar municipal securities.

SEGMENT INFORMATION - Statement of Income by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Total revenues	$ 83,311	$ 80,706	$ 250,733	$ 239,032
Expenses
Operating expenses	62,766	68,416	188,566	196,353
General and administrative	2,989	2,485	10,690	9,388
Acquisition and transaction expenses	2,526	649	4,373	1,554
Management fees and incentive allocation to affiliate	2,807	3,238	8,584	9,304
Depreciation and amortization	19,492	20,150	60,176	60,577
Asset impairment	0	0	0	743
Total expenses	90,580	94,938	272,389	277,919
Other (expense) income
Equity in losses of unconsolidated entities	(14,308)	(9,914)	(38,998)	(7,173)
Gain (loss) on sale of assets, net	2,758	(263)	2,595	260
Interest expense	(31,513)	(25,999)	(88,796)	(73,431)
Other income	6,537	2,387	15,865	3,978
Total other expense	(35,779)	(35,809)	(117,757)	(78,386)
Income (loss) before income taxes	(43,048)	(50,041)	(139,413)	(117,273)
Provision for (benefit from) income taxes	(92)	8	1,980	2,560
Net income (loss)	(42,956)	(50,049)	(141,393)	(119,833)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	(9,963)	(9,932)	(32,053)	(30,101)
Less: Dividends and accretion of redeemable preferred stock	16,978	15,984	51,563	45,811
Net income (loss) attributable to stockholders	(49,971)	(56,101)	(160,903)	(135,543)
Less: Other non-recurring items	0	1,131	0	2,470
Gain (loss) on modification or extinguishment of debt	747	(2,020)	(8,423)	(2,020)
Gain (loss) on modification or extinguishment of debt	747	(2,020)	(8,423)	(2,020)
Corporate and Other
Revenues
Total revenues	14,897	18,145	42,638	54,230
Expenses
Operating expenses	14,140	18,964	41,492	55,663
General and administrative	2,989	2,485	10,690	9,388
Acquisition and transaction expenses	750	383	1,852	813
Management fees and incentive allocation to affiliate	2,807	3,238	8,584	9,304
Depreciation and amortization	79	755	1,337	2,417
Asset impairment		0		0
Total expenses	20,765	25,825	63,955	77,585
Other (expense) income
Equity in losses of unconsolidated entities	10	10	31	44
Gain (loss) on sale of assets, net	0	0	0	0
Interest expense	(18,236)	(16,995)	(54,477)	(45,189)
Other income	2	0	2	0
Total other expense	(18,224)	(18,068)	(54,444)	(46,228)
Income (loss) before income taxes	(24,092)	(25,748)	(75,761)	(69,583)
Provision for (benefit from) income taxes	(767)	(493)	448	237
Net income (loss)	(23,325)	(25,255)	(76,209)	(69,820)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	0	0	0	(229)
Less: Dividends and accretion of redeemable preferred stock	16,978	15,984	51,563	45,811
Net income (loss) attributable to stockholders	(40,303)	(41,239)	(127,772)	(115,402)
Gain (loss) on modification or extinguishment of debt	0	(1,083)	0	(1,083)
Gain (loss) on modification or extinguishment of debt	0	(1,083)	0	(1,083)
Railroad \| Operating Segments
Revenues
Total revenues	44,781	41,864	136,731	125,415
Expenses
Operating expenses	24,723	24,332	73,266	71,824
General and administrative	0	0	0	0
Acquisition and transaction expenses	95	186	432	553
Management fees and incentive allocation to affiliate	0	0	0	0
Depreciation and amortization	4,936	4,362	14,808	14,588
Asset impairment		0		743
Total expenses	29,754	28,880	88,506	87,708
Other (expense) income
Equity in losses of unconsolidated entities	0	0	0	0
Gain (loss) on sale of assets, net	5	(264)	(158)	(473)
Interest expense	(78)	(82)	(245)	(2,252)
Other income	819	(520)	467	(1,616)
Total other expense	746	(1,803)	64	(5,278)
Income (loss) before income taxes	15,773	11,181	48,289	32,429
Provision for (benefit from) income taxes	1,174	524	3,358	1,842
Net income (loss)	14,599	10,657	44,931	30,587
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	71	37	179	83
Less: Dividends and accretion of redeemable preferred stock	0	0	0	0
Net income (loss) attributable to stockholders	14,528	10,620	44,752	30,504
Gain (loss) on modification or extinguishment of debt	0	(937)	0	(937)
Gain (loss) on modification or extinguishment of debt	0	(937)	0	(937)
Jefferson Terminal \| Operating Segments
Revenues
Total revenues	19,682	16,610	59,472	52,806
Expenses
Operating expenses	17,138	17,548	54,245	49,963
General and administrative	0	0	0	0
Acquisition and transaction expenses	0	80	10	116
Management fees and incentive allocation to affiliate	0	0	0	0
Depreciation and amortization	11,988	12,643	36,618	36,656
Asset impairment		0		0
Total expenses	29,126	30,271	90,873	86,735
Other (expense) income
Equity in losses of unconsolidated entities	0	0	0	0
Gain (loss) on sale of assets, net	2,753	1	2,753	733
Interest expense	(13,107)	(8,280)	(33,594)	(24,142)
Other income	916	109	4,453	(1,303)
Total other expense	(8,691)	(8,170)	(34,811)	(24,712)
Income (loss) before income taxes	(18,135)	(21,831)	(66,212)	(58,641)
Provision for (benefit from) income taxes	(426)	(126)	(1,592)	224
Net income (loss)	(17,709)	(21,705)	(64,620)	(58,865)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	(9,700)	(9,688)	(31,339)	(28,921)
Less: Dividends and accretion of redeemable preferred stock	0	0	0	0
Net income (loss) attributable to stockholders	(8,009)	(12,017)	(33,281)	(29,944)
Gain (loss) on modification or extinguishment of debt		0	(8,423)	0
Gain (loss) on modification or extinguishment of debt		0	(8,423)	0
Jefferson Terminal \| Operating Segments \| Infrastructure [Member]
Other (expense) income
Gain (loss) on modification or extinguishment of debt	747
Gain (loss) on modification or extinguishment of debt	747
Repauno \| Operating Segments
Revenues
Total revenues	3,951	4,087	11,892	6,581
Expenses
Operating expenses	6,764	6,179	18,533	16,884
General and administrative	0	0	0	0
Acquisition and transaction expenses	0	0	0	0
Management fees and incentive allocation to affiliate	0	0	0	0
Depreciation and amortization	2,489	2,390	7,413	6,916
Asset impairment		0		0
Total expenses	9,253	8,569	25,946	23,800
Other (expense) income
Equity in losses of unconsolidated entities	0	0	0	0
Gain (loss) on sale of assets, net	0	0	0	0
Interest expense	(92)	(642)	(480)	(1,845)
Other income	0	0	0	0
Total other expense	(92)	(642)	(480)	(1,845)
Income (loss) before income taxes	(5,394)	(5,124)	(14,534)	(19,064)
Provision for (benefit from) income taxes	(73)	103	(234)	257
Net income (loss)	(5,321)	(5,227)	(14,300)	(19,321)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	(334)	(281)	(893)	(1,034)
Less: Dividends and accretion of redeemable preferred stock	0	0	0	0
Net income (loss) attributable to stockholders	(4,987)	(4,946)	(13,407)	(18,287)
Gain (loss) on modification or extinguishment of debt	0	0	0	0
Gain (loss) on modification or extinguishment of debt	0	0	0	0
Power and Gas \| Operating Segments
Revenues
Total revenues	0	0	0	0
Expenses
Operating expenses	1	1,393	1,023	1,990
General and administrative	0	0	0	0
Acquisition and transaction expenses	1,681	0	2,079	71
Management fees and incentive allocation to affiliate	0	0	0	0
Depreciation and amortization	0	0	0	0
Asset impairment		0		0
Total expenses	1,682	1,393	3,102	2,061
Other (expense) income
Equity in losses of unconsolidated entities	(10,474)	(7,057)	(24,847)	2,343
Gain (loss) on sale of assets, net	0	0	0	0
Interest expense	0	0	0	(3)
Other income	3,594	2,149	8,787	5,021
Total other expense	(6,880)	(4,908)	(16,060)	7,361
Income (loss) before income taxes	(8,562)	(6,301)	(19,162)	5,300
Provision for (benefit from) income taxes	0	0	0	0
Net income (loss)	(8,562)	(6,301)	(19,162)	5,300
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	0	0	0	0
Less: Dividends and accretion of redeemable preferred stock	0	0	0	0
Net income (loss) attributable to stockholders	(8,562)	(6,301)	(19,162)	5,300
Gain (loss) on modification or extinguishment of debt	0	0	0	0
Gain (loss) on modification or extinguishment of debt	0	0	0	0
Sustainability \| Operating Segments
Revenues
Total revenues	0	0	0	0
Expenses
Operating expenses	0	0	7	29
General and administrative	0	0	0	0
Acquisition and transaction expenses	0	0	0	1
Management fees and incentive allocation to affiliate	0	0	0	0
Depreciation and amortization	0	0	0	0
Asset impairment		0		0
Total expenses	0	0	7	30
Other (expense) income
Equity in losses of unconsolidated entities	(3,844)	(2,867)	(14,182)	(9,560)
Gain (loss) on sale of assets, net	0	0	0	0
Interest expense	0	0	0	0
Other income	1,206	649	2,156	1,876
Total other expense	(2,638)	(2,218)	(12,026)	(7,684)
Income (loss) before income taxes	(2,638)	(2,218)	(12,033)	(7,714)
Provision for (benefit from) income taxes	0	0	0	0
Net income (loss)	(2,638)	(2,218)	(12,033)	(7,714)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	0	0	0	0
Less: Dividends and accretion of redeemable preferred stock	0	0	0	0
Net income (loss) attributable to stockholders	(2,638)	(2,218)	(12,033)	(7,714)
Gain (loss) on modification or extinguishment of debt	0	0	0	0
Gain (loss) on modification or extinguishment of debt	$ 0	$ 0	$ 0	$ 0

INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Current:
Federal	$ 0	$ 0	$ 0	$ 0
State and local	214	(30)	793	412
Total current provision (benefit)	214	(30)	793	412
Deferred:
Federal	(208)	89	3	1,229
State and local	(98)	(51)	1,184	919
Total deferred (benefit) provision	(306)	38	1,187	2,148
(Benefit from) provision for income taxes	$ (92)	$ 8	$ 1,980	$ 2,560
U.S. federal tax rate			21.00%

EQUITY-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

10. EQUITY-BASED COMPENSATION

On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of September 30, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares. We report equity-based compensation expense within Operating expenses and General and administrative in the Consolidated Statements of Operations.

Director Compensation

During the nine months ended September 30, 2024, we issued 11,062 shares of common stock to certain directors as compensation.

Stock Options

During the nine months ended September 30, 2024, 346,862 options were exercised by certain directors and officers for 282,940 shares of common stock. During the nine months ended September 30, 2024, 11,818,062 options were exercised by the Manager for 8,418,561 shares of common stock.

Subsidiary Stock-Based Compensation

The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:


	Expense Recognized During the Three Months Ended September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2024		2023		2024		2023

Restricted shares	$	103	$	202	$	282	$	949	$	558	1.1
Common units	547		362		1,127		1,072		3,677		0.8
Total	$	650	$	564	$	1,409	$	2,021	$	4,235

Restricted Stock Units to Subsidiary Employees

During the year ended December 31, 2023, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $16.9 million, based on the closing price of FIP’s stock on the grant date, and vest over three years. These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations:


	Expense Recognized During the Three Months Ended September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2024		2023		2024		2023
Restricted stock units	$	1,979	$	3,713	$	5,264	$	3,713	$	3,711	0.7
Total	$	1,979	$	3,713	$	5,264	$	3,713	$	3,711

EARNINGS PER SHARE AND EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The calculation of basic and diluted LPS is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
Net loss	$	(42,956)	$	(50,049)	$	(141,393)	$	(119,833)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(9,963)		(9,932)		(32,053)		(30,101)
Less: Dividends and accretion of redeemable preferred stock	16,978		15,984		51,563		45,811
Net loss attributable to stockholders	$	(49,971)	$	(56,101)	$	(160,903)	$	(135,543)
Weighted Average Common Stock Outstanding - Basic (1)	109,723,831		102,820,651		106,317,677		102,800,818
Weighted Average Common Stock Outstanding - Diluted (1)	109,723,831		102,820,651		106,317,677		102,800,818

Loss per share:
Basic	$	(0.45)	$	(0.55)	$	(1.51)	$	(1.32)
Diluted (2)	$	(0.45)	$	(0.55)	$	(1.51)	$	(1.32)

________________________________________________________

(1) Three and nine months ended September 30, 2024 includes penny warrants that were converted into common stock during the periods.

(2) Diluted LPS for the three and nine months ended September 30, 2024 includes the dilutive effect of subsidiary earnings per share.

Schedule of Stockholders' Equity Note, Warrants or Rights

A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2024 is as follows:


	Number of Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2023	6,685,132	$	4.93
Issued	—	—
Expired	—	—
Exercised	3,342,566	0.01
Outstanding as of September 30, 2024 (1)	3,342,566	$	9.85
Warrants exercisable as of September 30, 2024 (1)	3,342,566	$	9.85

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended		9 Months Ended
	Aug. 12, 2024	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jul. 31, 2022
Related Party Transaction [Line Items]
Related party, agreement term										6 years
Sale of stock, purchase option, percentage of common shares sold							10.00%
Sale of stock, purchase option, percentage of gross capital in equity issuance							10.00%
Accounts receivable, net			$ 55,168,000				$ 55,168,000		$ 55,990,000
Non-controlling interest			(117,580,000)				$ (117,580,000)		$ (71,430,000)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders				$ 1,626,000	$ 15,039,000	$ 20,000
Number of shares issued in period (in shares)							11,062,000
Distributions to non-controlling interest				(1,626,000)	(15,039,000)	(20,000)
Proceeds from (Payments to) Noncontrolling Interests			$ 15,000,000
Non-Controlling Interest in Equity of Consolidated Subsidiaries
Related Party Transaction [Line Items]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders				1,626,000	15,039,000	20,000
Distributions to non-controlling interest				$ (1,626,000)	$ (15,039,000)	$ (20,000)
Long Ridge West Virginia LLC
Related Party Transaction [Line Items]
Purchase price		$ 4,400,000
Stock Options
Related Party Transaction [Line Items]
Granted (in shares)							10,900,000
Expiration period							10 years
Options exercised by Manager
Related Party Transaction [Line Items]
Number of shares issued in period (in shares)	8,700,000						8,418,561,000
Jefferson Terminal
Related Party Transaction [Line Items]
Remaining non-controlling interest			20.00%				20.00%		20.00%
Non-controlling interest			$ (109,300,000)				$ (109,300,000)		$ (78,000,000.0)
Long Ridge West Virginia LLC
Related Party Transaction [Line Items]
Ownership percentage		100.00%
Affiliated Entity
Related Party Transaction [Line Items]
Management fee percentage rate							1.50%
Rent and office expense							$ 400,000	$ 300,000
Affiliated Entity \| Management fees
Related Party Transaction [Line Items]
Accounts receivable, net			$ 0				$ 0		$ 0
Fortress Worldwide Transportation and Infrastructure Master GP LLP
Related Party Transaction [Line Items]
Capital gains allocation percentage			10.00%				10.00%
Threshold 1 \| Fortress Worldwide Transportation and Infrastructure Master GP LLP \| Income incentive fee
Related Party Transaction [Line Items]
Pre-incentive income allocation							0.00%
Annual percent threshold of pre-incentive allocation net income							8.00%
Threshold 2 \| Fortress Worldwide Transportation and Infrastructure Master GP LLP \| Income incentive fee
Related Party Transaction [Line Items]
Pre-incentive income allocation							100.00%
Threshold 2 \| Fortress Worldwide Transportation and Infrastructure Master GP LLP \| Minimum \| Income incentive fee
Related Party Transaction [Line Items]
Quarterly percent threshold of pre-incentive allocation net income							2.00%
Threshold 2 \| Fortress Worldwide Transportation and Infrastructure Master GP LLP \| Maximum \| Income incentive fee
Related Party Transaction [Line Items]
Quarterly percent threshold of pre-incentive allocation net income							2.2223%
Threshold 3 \| Fortress Worldwide Transportation and Infrastructure Master GP LLP \| Income incentive fee
Related Party Transaction [Line Items]
Pre-incentive income allocation							10.00%

INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2024

Intangible Assets and Liabilities Disclosure [Abstract]

INTANGIBLE ASSETS, NET

6. INTANGIBLE ASSETS, NET

Intangible assets, net are summarized as follows:


	September 30, 2024
	Jefferson Terminal		Railroad		Total
Customer relationships	$	35,513	$	60,000	$	95,513
Less: Accumulated amortization	(35,513)		(12,763)		(48,276)
Intangible assets, net	$	—	$	47,237	$	47,237


	December 31, 2023
	Jefferson Terminal		Railroad		Total
Customer relationships	$	35,513	$	60,000	$	95,513
Less: Accumulated amortization	(33,145)		(9,747)		(42,892)
Intangible assets, net	$	2,368	$	50,253	$	52,621

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization of customer relationships	$	1,600	$	1,898	$	5,371	$	5,679

As of September 30, 2024, estimated net annual amortization of intangibles is as follows:


Remainder of 2024	$	1,000
2025	4,000
2026	4,000
2027	4,000
2028	4,000
Thereafter	30,237
Total	$	47,237

INTANGIBLE ASSETS, NET - Intangible Liabilities Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation and Amortization
Finite-Lived Intangible Assets [Line Items]
Amortization of customer relationships	$ 1,600	$ 1,898	$ 5,371	$ 5,679

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:

Asset

Range of Estimated Useful Lives

Residual Value Estimates

Railcars and locomotives

40 - 50 years from date of manufacture

Scrap value at end of useful life

Track and track related assets

15 - 50 years from date of manufacture

Scrap value at end of useful life

Land, site improvements and rights

N/A

Bridges and tunnels

15 - 55 years

Scrap value at end of useful life

Buildings and site improvements

20 - 30 years

Scrap value at end of useful life

Railroad equipment

3 - 15 years from date of manufacture

Scrap value at end of useful life

Terminal machinery and equipment

15 - 25 years from date of manufacture

Scrap value at end of useful life

Furniture and fixtures

3 - 6 years from date of purchase

None

Computer hardware and software

2 - 5 years from date of purchase

None

Construction in progress

N/A

Property, plant and equipment, net is summarized as follows:




	September 30, 2024		December 31, 2023
Land, site improvements and rights	$	181,600	$	182,319
Buildings and improvements	18,810		18,769
Bridges and tunnels	176,753		176,753
Terminal machinery and equipment	1,210,510		1,215,197

Track and track related assets	105,622		103,888
Railroad equipment	9,440		8,999
Railcars and locomotives	96,847		85,162
Computer hardware and software	20,184		16,058
Furniture and fixtures	2,065		1,887
Construction in progress	112,737		76,491
Other	23,275		21,613
	1,957,843		1,907,136
Less: Accumulated depreciation	(332,937)		(276,307)
Property, plant and equipment, net	$	1,624,906	$	1,630,829

Depreciation expense for property, plant and equipment is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Depreciation expense	$	17,528	$	17,976	$	53,765	$	54,070

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Accounting Policies [Abstract]
Cash and Cash Equivalents		Cash and Cash Equivalents—We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.
Corporate Function, Unaudited Interim Financial Information, Principles of Combination, and Principles of Consolidation		Basis of Accounting—The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of us and our subsidiaries. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation—We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss).
Use of Estimates		Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties		Risks and Uncertainties—In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars.
Variable Interest Entities		Variable Interest Entities—The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Restricted Cash		Restricted Cash—Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal.
Capitalized Interest		Capitalized Interest—The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use.
Impairment of Long-Lived Assets		Impairment of Long-Lived Assets—We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.
Goodwill	Goodwill—Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. The carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively, as of September 30, 2024 and December 31, 2023, respectively. We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 2023, for our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023. The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads. At October 1, 2023, approximately 6.2 million barrels of storage was operational. Our discount rate for our 2023 goodwill impairment analysis was 10.3% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.
Redeemable Preferred Stock	Redeemable Preferred Stock—We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders. The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030. We use the interest method to accrete to the redemption value.
Deferred Financing Costs		Deferred Financing Costs—Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans
Revenues		Terminal Services Revenues—Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues—Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income—Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Roadside Services Revenues—Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. Other Revenue—Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis. Payment terms for revenues are generally short term in nature.
Leasing Arrangements		Leasing Arrangements—At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.
Concentration of Credit Risk		Concentration of Credit Risk—We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 50% of total revenues for the three and nine months ended September 30, 2024 from one customer in the Railroad segment. Additionally, we earned 13% of total revenues for the three and nine months ended September 30, 2024 from one customer in the Jefferson Terminal segment. We earned 55% and 52% of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Railroad segment. We earned 12% and 11% of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Jefferson Terminal segment. As of September 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 61% of total accounts receivable, net. As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56% of total accounts receivable, net. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts.
Allowance for Doubtful Accounts		Allowance for Doubtful Accounts—We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging.
Comprehensive Income (Loss)		Comprehensive (Loss) Income—Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Our comprehensive (loss) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.
Derivative Financial Instruments		Derivative Financial Instruments Electricity Derivatives—Our equity method investee, Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price. Cash Flow Hedges Certain of these derivative instruments are designated and qualify as cash flow hedges. Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets. The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows. Derivatives Not Designated As Hedging Instruments Certain of these derivative instruments are not designated as hedging instruments for accounting purposes. Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses of unconsolidated entities in our Consolidated Statements of Cash Flows.
Income Taxes		Income Taxes—Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. Some of our entities file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the (Benefit from) provision for income taxes in the Consolidated Statements of Operations.
Pension and Other Postretirement Benefits		Pension and Other Postretirement Benefits—We have obligations for a pension and a postretirement benefit plan in connection with the acquisition of Transtar for certain eligible Transtar employees. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 11 for additional discussion on the pension and postretirement benefit plans.
Fair Value Measurement		Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: •Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. •Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. •Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: •Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. •Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. •Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	1. ORGANIZATION FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021 in connection with the spin-off of the infrastructure business (“FTAI Infrastructure”) of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (“Repauno”), (iv) an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”). Additionally, we own and lease shipping containers (“Containers”) and operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”). We have five reportable segments: (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 14). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” The Company is headquartered in New York, New York.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Life (Details)	Sep. 30, 2024
Variable Interest Entity, Primary Beneficiary \| Delaware River Partners LLC
Property, Plant and Equipment [Line Items]
Ownership Percentage	98.00%
Railcars and locomotives \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	40 years
Railcars and locomotives \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	50 years
Track and track related assets \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	15 years
Track and track related assets \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	50 years
Bridges and tunnels \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	15 years
Bridges and tunnels \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	55 years
Buildings and site improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	20 years
Buildings and site improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	30 years
Railroad equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	3 years
Railroad equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	15 years
Terminal machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	15 years
Terminal machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	25 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	6 years
Computer hardware and software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	2 years
Computer hardware and software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated remaining useful life in years	5 years

EQUITY-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 12, 2024	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of share issued		$ 16,900
Exercised (in shares)		346,862,000
Number of shares issued in period (in shares)		11,062,000
Number of shares issued in period (in shares)		11,062,000
Exercised (in shares)		346,862,000
Option on Securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in period (in shares)		282,940,000
Number of shares issued in period (in shares)		282,940,000
Options exercised by Manager
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercised (in shares)		11,818,062,000
Number of shares issued in period (in shares)	8,700,000	8,418,561,000
Number of shares issued in period (in shares)	8,700,000	8,418,561,000
Exercised (in shares)		11,818,062,000
Nonqualified Stock Option and Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)		30,000,000.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

REVENUES (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	526	$	787	$	—	$	—	$	1,313
Rail revenues	44,255		—		—		—		44,255
Terminal services revenues	—		18,895		3,951		—		22,846
Roadside services revenues	—		—		—		14,897		14,897

Total revenues	$	44,781	$	19,682	$	3,951	$	14,897	$	83,311

	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	1,319	$	2,386	$	—	$	—	$	3,705
Rail revenues	135,412		—		—		—		135,412
Terminal services revenues	—		57,086		11,892		—		68,978
Roadside services revenues	—		—		—		42,638		42,638

Total revenues	$	136,731	$	59,472	$	11,892	$	42,638	$	250,733


	Three Months Ended September 30, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	394	$	343	$	—	$	—	$	737
Rail revenues	41,470		—		—		—		41,470
Terminal services revenues	—		16,267		4,087		—		20,354
Roadside services revenues	—		—		—		18,145		18,145
Other revenue	—		—		—		—		—
Total revenues	$	41,864	$	16,610	$	4,087	$	18,145	$	80,706

	Nine Months Ended September 30, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	1,231	$	968	$	—	$	—	$	2,199
Rail revenues	124,184		—		—		—		124,184
Terminal services revenues	—		51,838		8,532		—		60,370
Roadside services revenues	—		—		—		54,230		54,230
Other revenue	—		—		(1,951)		—		(1,951)
Total revenues	$	125,415	$	52,806	$	6,581	$	54,230	$	239,032

ORGANIZATION (Details) - 9 months ended Sep. 30, 2024	freightRailroad	switchingCompany	venture	segment
Segment Reporting Information [Line Items]
Number of ventures \| venture			2
Number of reportable segments \| segment				5
Railroad
Segment Reporting Information [Line Items]
Number of segment components	6	1

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment, Useful Life

Asset

Range of Estimated Useful Lives

Residual Value Estimates

Railcars and locomotives

40 - 50 years from date of manufacture

Scrap value at end of useful life

Track and track related assets

15 - 50 years from date of manufacture

Scrap value at end of useful life

Land, site improvements and rights

N/A

Bridges and tunnels

15 - 55 years

Scrap value at end of useful life

Buildings and site improvements

20 - 30 years

Scrap value at end of useful life

Railroad equipment

3 - 15 years from date of manufacture

Scrap value at end of useful life

Terminal machinery and equipment

15 - 25 years from date of manufacture

Scrap value at end of useful life

Furniture and fixtures

3 - 6 years from date of purchase

None

Computer hardware and software

2 - 5 years from date of purchase

None

Construction in progress

N/A

Property, plant and equipment, net is summarized as follows:




	September 30, 2024		December 31, 2023
Land, site improvements and rights	$	181,600	$	182,319
Buildings and improvements	18,810		18,769
Bridges and tunnels	176,753		176,753
Terminal machinery and equipment	1,210,510		1,215,197

Track and track related assets	105,622		103,888
Railroad equipment	9,440		8,999
Railcars and locomotives	96,847		85,162
Computer hardware and software	20,184		16,058
Furniture and fixtures	2,065		1,887
Construction in progress	112,737		76,491
Other	23,275		21,613
	1,957,843		1,907,136
Less: Accumulated depreciation	(332,937)		(276,307)
Property, plant and equipment, net	$	1,624,906	$	1,630,829

Depreciation expense for property, plant and equipment is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Depreciation expense	$	17,528	$	17,976	$	53,765	$	54,070

PROPERTY, PLANT AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT, NET

4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is summarized as follows:




	September 30, 2024		December 31, 2023
Land, site improvements and rights	$	181,600	$	182,319
Buildings and improvements	18,810		18,769
Bridges and tunnels	176,753		176,753
Terminal machinery and equipment	1,210,510		1,215,197

Track and track related assets	105,622		103,888
Railroad equipment	9,440		8,999
Railcars and locomotives	96,847		85,162
Computer hardware and software	20,184		16,058
Furniture and fixtures	2,065		1,887
Construction in progress	112,737		76,491
Other	23,275		21,613
	1,957,843		1,907,136
Less: Accumulated depreciation	(332,937)		(276,307)
Property, plant and equipment, net	$	1,624,906	$	1,630,829

Depreciation expense for property, plant and equipment is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Depreciation expense	$	17,528	$	17,976	$	53,765	$	54,070

INVESTMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The following table presents the ownership interests and carrying values of our investments:


			Carrying Value
	Investment	Ownership Percentage	September 30, 2024		December 31, 2023
Intermodal Finance I, Ltd.	Equity method	51.0%	$	—	$	—
Long Ridge Energy & Power LLC (1)	Equity method	50.1%	—		—
Long Ridge West Virginia LLC	Equity method	50.1%	639		6,825
GM-FTAI Holdco LLC	Equity method	See below	42,572		55,740
Clean Planet Energy USA LLC	Equity method	50.0%	10,937		10,136
			$	54,148	$	72,701

________________________________________________________

(1) The carrying value of $20.8 million as of September 30, 2024 is included in Other assets in the Consolidated Balance Sheet and the carrying value of $(29.3) million as of December 31, 2023 is included in Other liabilities in the Consolidated Balance Sheet.

The following table presents our proportionate share of equity in (losses) earnings:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Intermodal Finance I, Ltd.	$	10	$	10	$	31	$	44
Long Ridge Energy & Power LLC	(4,350)		(7,057)		(18,172)		2,343
Long Ridge West Virginia LLC	(6,124)		—		(6,675)		—
GM-FTAI Holdco LLC	(3,538)		(2,303)		(13,168)		(7,403)
Clean Planet Energy USA LLC	(306)		(564)		(1,014)		(2,157)
Total	$	(14,308)	$	(9,914)	$	(38,998)	$	(7,173)

Equity Method Investments Financial Information

The tables below present summarized financial information for Long Ridge Energy & Power LLC:


	(Unaudited)
	September 30, 2024		December 31, 2023
Balance Sheet
Assets
Current assets:
Cash and cash equivalents	$	3,737	$	3,362
Restricted cash	25,268		23,691
Accounts receivable, net	4,908		5,633
Other current assets	2,436		7,357
Total current assets	36,349		40,043
Property, plant, and equipment, net	806,879		828,232
Intangible assets, net	3,895		4,180
Goodwill	86,460		86,460
Other assets	5,255		4,041
Total assets	$	938,838	$	962,956

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	23,036	$	49,538
Debt, net	4,450		4,450
Derivative liabilities	52,594		39,891
Other current liabilities	359		2,136
Total current liabilities	80,439		96,015
Debt, net	749,729		699,372
Derivative liabilities	283,615		360,710
Other liabilities	3,450		4,941
Total liabilities	1,117,233		1,161,038

Equity


Total equity	(178,395)		(198,082)
Total liabilities and equity	$	938,838	$	962,956


	Three Months Ended September 30,				Nine Months Ended September 30,
Income Statement	2024		2023		2024		2023

Revenue	$	32,472	$	29,208	$	90,147	$	132,067

Expenses

Operating expenses	13,074		15,232		39,800		44,011


Depreciation and amortization	10,986		12,206		35,066		38,589
Interest expense	17,933		15,832		52,403		44,997
Total expenses	41,993		43,270		127,269		127,597
Total other (expense) income	330		(24)		278		207


Net (loss) income	$	(9,191)	$	(14,086)	$	(36,844)	$	4,677

INVESTMENTS - Ownership Carrying Values (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Nov. 17, 2023	Nov. 30, 2021	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Carrying Value	$ 54,148	$ 72,701
Intermodal Finance I, Ltd.
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	51.00%				51.00%
Carrying Value	$ 0	0
Long Ridge Energy & Power LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.10%
Carrying Value	$ 0	0
Long Ridge Energy & Power LLC \| Other Liabilities
Schedule of Equity Method Investments [Line Items]
Carrying Value		(29,300)
GM-FTAI Holdco LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	27.00%
Carrying Value	$ 42,572	55,740
Clean Planet Energy USA LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%			50.00%
Carrying Value	$ 10,937	10,136
Long Ridge West Virginia LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.10%
Carrying Value	$ 639	$ 6,825	$ 7,200

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

REVENUES - Components of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenues	$ 83,311	$ 80,706	$ 250,733	$ 239,032
Employer contributions			1,500	1,500
Capitalized Contract Cost, Net	24,700		24,700		$ 19,800
Capitalized Contract Cost, Net, Current	4,900		4,900		2,200
Capitalized Contract Cost, Net, Noncurrent	19,800		19,800		17,600
Deferred Revenue, Revenue Recognized	300		1,000
Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues	14,897	18,145	42,638	54,230
Lease income
Disaggregation of Revenue [Line Items]
Total revenues	1,313	737	3,705	2,199
Lease income \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Rail revenues
Disaggregation of Revenue [Line Items]
Total revenues	44,255	41,470	135,412	124,184
Rail revenues \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Terminal services revenues
Disaggregation of Revenue [Line Items]
Total revenues	22,846	20,354	68,978	60,370
Terminal services revenues \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Roadside services revenues
Disaggregation of Revenue [Line Items]
Total revenues	14,897		42,638
Roadside services revenues \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues	14,897		42,638
Other revenue
Disaggregation of Revenue [Line Items]
Total revenues		0		(1,951)
Other revenue \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Roadside services revenues
Disaggregation of Revenue [Line Items]
Total revenues		18,145		54,230
Roadside services revenues \| Corporate and Other
Disaggregation of Revenue [Line Items]
Total revenues		18,145		54,230
Railroad \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	44,781	41,864	136,731	125,415
Railroad \| Lease income \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	526	394	1,319	1,231
Railroad \| Rail revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	44,255	41,470	135,412	124,184
Railroad \| Terminal services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Railroad \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0		0
Railroad \| Other revenue \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Railroad \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Jefferson Terminal
Disaggregation of Revenue [Line Items]
Capitalized Contract Cost, Net, Noncurrent	19,800		19,800		$ 17,600
Jefferson Terminal \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	19,682	16,610	59,472	52,806
Jefferson Terminal \| Lease income \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	787	343	2,386	968
Jefferson Terminal \| Rail revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Jefferson Terminal \| Terminal services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	18,895	16,267	57,086	51,838
Jefferson Terminal \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0		0
Jefferson Terminal \| Other revenue \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Jefferson Terminal \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Repauno \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	3,951	4,087	11,892	6,581
Repauno \| Lease income \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Repauno \| Rail revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Repauno \| Terminal services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	3,951	4,087	11,892	8,532
Repauno \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0		0
Repauno \| Other revenue \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		(1,951)
Repauno \| Roadside services revenues \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues		0		0
Power and Gas \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0	0	0
Sustainability \| Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	$ 0	$ 0	$ 0	$ 0

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

14. SEGMENT INFORMATION

During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense. All segment data and related disclosures for earlier periods have been recast to reflect this segment reporting structure.

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

Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA.

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

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

The following tables set forth certain information for each reportable segment:

I. For the Three Months Ended September 30, 2024


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	44,781	$	19,682	$	3,951	$	—	$	—	$	14,897	$	83,311

Expenses
Operating expenses	24,723		17,138		6,764		1		—		14,140		62,766
General and administrative	—		—		—		—		—		2,989		2,989
Acquisition and transaction expenses	95		—		—		1,681		—		750		2,526
Management fees and incentive allocation to affiliate	—		—		—		—		—		2,807		2,807
Depreciation and amortization	4,936		11,988		2,489		—		—		79		19,492

Total expenses	29,754		29,126		9,253		1,682		—		20,765		90,580

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(10,474)		(3,844)		10		(14,308)
Gain on sale of assets, net	5		2,753		—		—		—		—		2,758
Gain on modification or extinguishment of debt	—		747		—		—		—		—		747
Interest expense	(78)		(13,107)		(92)		—		—		(18,236)		(31,513)
Other income	819		916		—		3,594		1,206		2		6,537
Total other income (expense)	746		(8,691)		(92)		(6,880)		(2,638)		(18,224)		(35,779)
Income (loss) before income taxes	15,773		(18,135)		(5,394)		(8,562)		(2,638)		(24,092)		(43,048)
Provision for (benefit from) income taxes	1,174		(426)		(73)		—		—		(767)		(92)
Net income (loss)	14,599		(17,709)		(5,321)		(8,562)		(2,638)		(23,325)		(42,956)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	71		(9,700)		(334)		—		—		—		(9,963)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		16,978		16,978
Net income (loss) attributable to stockholders	$	14,528	$	(8,009)	$	(4,987)	$	(8,562)	$	(2,638)	$	(40,303)	$	(49,971)

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


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	21,080	$	11,764	$	(1,406)	$	11,105	$	(673)	$	(4,942)	$	36,928
Add: Non-controlling share of Adjusted EBITDA													6,318
Add: Equity in losses of unconsolidated entities													(14,308)
Less: Interest and other costs on pension and OPEB liabilities													248
Less: Dividends and accretion of redeemable preferred stock													(16,978)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(5,625)
Less: Interest expense													(31,513)
Less: Depreciation and amortization expense													(20,725)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Gains on the modification or extinguishment of debt and capital lease obligations													747
Less: Acquisition and transaction expenses													(2,526)
Less: Equity-based compensation expense													(2,629)
Less: Provision for income taxes													92
Less: Other non-recurring items													—
Net loss attributable to stockholders													$	(49,971)

II. For the Nine Months Ended September 30, 2024


	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	136,731	$	59,472	$	11,892	$	—	$	—	$	42,638	$	250,733

Expenses
Operating expenses	73,266		54,245		18,533		1,023		7		41,492		188,566
General and administrative	—		—		—		—		—		10,690		10,690
Acquisition and transaction expenses	432		10		—		2,079		—		1,852		4,373
Management fees and incentive allocation to affiliate	—		—		—		—		—		8,584		8,584
Depreciation and amortization	14,808		36,618		7,413		—		—		1,337		60,176

Total expenses	88,506		90,873		25,946		3,102		7		63,955		272,389

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(24,847)		(14,182)		31		(38,998)
(Loss) gain on sale of assets, net	(158)		2,753		—		—		—		—		2,595
Loss on modification or extinguishment of debt	—		(8,423)		—		—		—		—		(8,423)
Interest expense	(245)		(33,594)		(480)		—		—		(54,477)		(88,796)
Other income	467		4,453		—		8,787		2,156		2		15,865
Total other income (expense)	64		(34,811)		(480)		(16,060)		(12,026)		(54,444)		(117,757)
Income (loss) before income taxes	48,289		(66,212)		(14,534)		(19,162)		(12,033)		(75,761)		(139,413)
Provision for (benefit from) income taxes	3,358		(1,592)		(234)		—		—		448		1,980
Net income (loss)	44,931		(64,620)		(14,300)		(19,162)		(12,033)		(76,209)		(141,393)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	179		(31,339)		(893)		—		—		—		(32,053)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		51,563		51,563
Net income (loss) attributable to stockholders	$	44,752	$	(33,281)	$	(13,407)	$	(19,162)	$	(12,033)	$	(127,772)	$	(160,903)

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


	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	64,859	$	30,893	$	(4,591)	$	30,343	$	(5,316)	$	(17,773)	$	98,415
Add: Non-controlling share of Adjusted EBITDA													20,305
Add: Equity in losses of unconsolidated entities													(38,998)
Less: Interest and other costs on pension and OPEB liabilities													(214)
Less: Dividends and accretion of redeemable preferred stock													(51,563)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(15,090)
Less: Interest expense													(88,796)
Less: Depreciation and amortization expense													(63,418)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(8,423)
Less: Acquisition and transaction expenses													(4,373)
Less: Equity-based compensation expense													(6,768)
Less: Provision for income taxes													(1,980)
Less: Other non-recurring items													—
Net loss attributable to stockholders													$	(160,903)

III. For the Three Months Ended September 30, 2023


	Three Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	41,864	$	16,610	$	4,087	$	—	$	—	$	18,145	$	80,706

Expenses
Operating expenses	24,332		17,548		6,179		1,393		—		18,964		68,416
General and administrative	—		—		—		—		—		2,485		2,485
Acquisition and transaction expenses	186		80		—		—		—		383		649
Management fees and incentive allocation to affiliate	—		—		—		—		—		3,238		3,238
Depreciation and amortization	4,362		12,643		2,390		—		—		755		20,150
Asset impairment	—		—		—		—		—		—		—
Total expenses	28,880		30,271		8,569		1,393		—		25,825		94,938

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(7,057)		(2,867)		10		(9,914)
(Loss) gain on sale of assets, net	(264)		1		—		—		—		—		(263)
Loss on extinguishment of debt	(937)		—		—		—		—		(1,083)		(2,020)
Interest expense	(82)		(8,280)		(642)		—		—		(16,995)		(25,999)
Other (expense) income	(520)		109		—		2,149		649		—		2,387
Total other expense	(1,803)		(8,170)		(642)		(4,908)		(2,218)		(18,068)		(35,809)
Income (loss) before income taxes	11,181		(21,831)		(5,124)		(6,301)		(2,218)		(25,748)		(50,041)
Provision for (benefit from) income taxes	524		(126)		103		—		—		(493)		8
Net income (loss)	10,657		(21,705)		(5,227)		(6,301)		(2,218)		(25,255)		(50,049)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	37		(9,688)		(281)		—		—		—		(9,932)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		15,984		15,984
Net income (loss) attributable to stockholders	$	10,620	$	(12,017)	$	(4,946)	$	(6,301)	$	(2,218)	$	(41,239)	$	(56,101)

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


	Three Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	17,434	$	7,763	$	(959)	$	7,970	$	(1,005)	$	(6,548)	$	24,655
Add: Non-controlling share of Adjusted EBITDA													5,410
Add: Equity in losses of unconsolidated entities													(9,914)
Less: Interest and other costs on pension and OPEB liabilities													(480)
Less: Dividends and accretion of redeemable preferred stock													(15,984)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(5,554)
Less: Interest expense													(25,999)
Less: Depreciation and amortization expense													(20,150)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(2,020)
Less: Acquisition and transaction expenses													(649)
Less: Equity-based compensation expense													(4,277)
Less: Provision for income taxes													(8)
Less: Other non-recurring items													(1,131)
Net loss attributable to stockholders													$	(56,101)

IV. For the Nine Months Ended September 30, 2023


	Nine Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	125,415	$	52,806	$	6,581	$	—	$	—	$	54,230	$	239,032

Expenses
Operating expenses	71,824		49,963		16,884		1,990		29		55,663		196,353
General and administrative	—		—		—		—		—		9,388		9,388
Acquisition and transaction expenses	553		116		—		71		1		813		1,554
Management fees and incentive allocation to affiliate	—		—		—		—		—		9,304		9,304
Depreciation and amortization	14,588		36,656		6,916		—		—		2,417		60,577
Asset impairment	743		—		—		—		—		—		743
Total expenses	87,708		86,735		23,800		2,061		30		77,585		277,919

Other income (expense)
Equity in earnings (losses) of unconsolidated entities	—		—		—		2,343		(9,560)		44		(7,173)
(Loss) gain on sale of assets, net	(473)		733		—		—		—		—		260
Loss on extinguishment of debt	(937)		—		—		—		—		(1,083)		(2,020)
Interest expense	(2,252)		(24,142)		(1,845)		(3)		—		(45,189)		(73,431)
Other (expense) income	(1,616)		(1,303)		—		5,021		1,876		—		3,978
Total other (expense) income	(5,278)		(24,712)		(1,845)		7,361		(7,684)		(46,228)		(78,386)
Income (loss) before income taxes	32,429		(58,641)		(19,064)		5,300		(7,714)		(69,583)		(117,273)
Provision for income taxes	1,842		224		257		—		—		237		2,560
Net income (loss)	30,587		(58,865)		(19,321)		5,300		(7,714)		(69,820)		(119,833)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	83		(28,921)		(1,034)		—		—		(229)		(30,101)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		45,811		45,811
Net income (loss) attributable to stockholders	$	30,504	$	(29,944)	$	(18,287)	$	5,300	$	(7,714)	$	(115,402)	$	(135,543)

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


	Nine Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	54,889	$	21,363	$	(7,456)	$	29,687	$	(4,163)	$	(20,092)	$	74,228
Add: Non-controlling share of Adjusted EBITDA													15,577
Add: Equity in losses of unconsolidated entities													(7,173)
Less: Interest and other costs on pension and OPEB liabilities													(1,440)
Less: Dividends and accretion of redeemable preferred stock													(45,811)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(20,630)
Less: Interest expense													(73,431)
Less: Depreciation and amortization expense													(60,577)
Less: Incentive allocations													—
Less: Asset impairment charges													(743)
Less: Changes in fair value of non-hedge derivative instruments													(1,125)
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(2,020)
Less: Acquisition and transaction expenses													(1,554)
Less: Equity-based compensation expense													(5,814)
Less: Provision for income taxes													(2,560)
Less: Other non-recurring items													(2,470)
Net loss attributable to stockholders													$	(135,543)

V. Balance Sheet

The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America.


	September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	46,629	$	160,820	$	2,526	$	1	$	27,066	$	10,025	$	247,067
Non-current assets	666,005		1,121,292		302,739		21,440		65,282		13,664		2,190,422
Total assets	712,634		1,282,112		305,265		21,441		92,348		23,689		2,437,489

Total debt, net	—		924,756		44,250		—		—		566,673		1,535,679

Current liabilities	45,551		67,919		14,828		3,257		2		42,119		173,676
Non-current liabilities	32,374		996,185		47,571		—		—		567,579		1,643,709
Total liabilities	77,925		1,064,104		62,399		3,257		2		609,698		1,817,385

Redeemable preferred stock	—		—		—		—		—		366,913		366,913

Non-controlling interests in equity of consolidated subsidiaries	3,982		(120,656)		(906)		—		—		—		(117,580)
Total equity	634,709		218,008		242,866		18,184		92,346		(952,922)		253,191
Total liabilities, redeemable preferred stock and equity	$	712,634	$	1,282,112	$	305,265	$	21,441	$	92,348	$	23,689	$	2,437,489


	December 31, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	58,114	$	88,542	$	9,267	$	2	$	22,405	$	7,173	$	185,503
Non-current assets	667,501		1,137,510		295,685		6,825		77,540		9,045		2,194,106
Total assets	725,615		1,226,052		304,952		6,827		99,945		16,218		2,379,609

Total debt, net	—		737,335		44,250		—		—		559,325		1,340,910

Current liabilities	54,150		65,052		4,912		828		—		25,695		150,637
Non-current liabilities	55,975		797,854		47,816		29,310		—		559,926		1,490,881
Total liabilities	110,125		862,906		52,728		30,138		—		585,621		1,641,518

Redeemable preferred stock	—		—		—		—		—		325,232		325,232

Non-controlling interests in equity of consolidated subsidiaries	2,861		(74,278)		(13)		—		—		—		(71,430)
Total equity	615,490		363,146		252,224		(23,311)		99,945		(894,635)		412,859
Total liabilities, redeemable preferred stock and equity	$	725,615	$	1,226,052	$	304,952	$	6,827	$	99,945	$	16,218	$	2,379,609

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Redeemable preferred stock, par value (dollars per share)	$ 0.01	$ 0.01
Redeemable preferred stock, share authorized (in shares)	200,000,000	200,000,000
Redeemable preferred equity, shares issued (in shares)	300,000	300,000
Redeemable preferred equity, shares outstanding (in shares)	300,000	300,000
Redeemable preferred stock, redemption amount	$ 436,800	$ 446,500
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	113,745,115	100,589,572
Common stock, shares outstanding (in shares)	113,745,115	100,589,572

INVESTMENTS - Equity Method Investment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 20,295				$ 20,295		$ 29,367
Restricted cash	124,338				124,338		58,112
Accounts receivable, net	55,168				55,168		55,990
Other current assets	47,266				47,266		42,034
Total current assets	247,067				247,067		185,503
Property, plant, and equipment, net	1,624,906				1,624,906		1,630,829
Intangible assets, net	47,237				47,237		52,621
Goodwill	275,367				275,367		275,367
Other assets	83,732				83,732		57,253
Total assets	2,437,489				2,437,489		2,379,609
Liabilities
Accounts payable and accrued liabilities	152,957				152,957		130,796
Current debt, net	1,535,679				1,535,679		1,340,910
Other current liabilities	13,449				13,449		12,623
Current liabilities	173,676				173,676		150,637
Debt, net	1,535,679				1,535,679		1,340,910
Total liabilities	1,817,385				1,817,385		1,641,518
Equity
Total liabilities and equity	2,437,489				2,437,489		2,379,609
Income Statement [Abstract]
Total revenues	83,311	$ 80,706			250,733	$ 239,032
Operating expenses	62,766	68,416			188,566	196,353
Depreciation and amortization	19,492	20,150			60,176	60,577
Interest expense	31,513	25,999			88,796	73,431
Total expenses	90,580	94,938			272,389	277,919
Total other (expense) income	(35,779)	(35,809)			(117,757)	(78,386)
Net loss	(42,956)	(50,049)	$ (98,437)	$ (69,784)	(141,393)	(119,833)
Long Ridge Energy & Power LLC
Assets
Cash and cash equivalents	3,737				3,737		3,362
Restricted cash	25,268				25,268		23,691
Accounts receivable, net	4,908				4,908		5,633
Other current assets	2,436				2,436		7,357
Total current assets	36,349				36,349		40,043
Property, plant, and equipment, net	806,879				806,879		828,232
Intangible assets, net	3,895				3,895		4,180
Goodwill	86,460				86,460		86,460
Other assets	5,255				5,255		4,041
Total assets	938,838				938,838		962,956
Liabilities
Accounts payable and accrued liabilities	23,036				23,036		49,538
Current debt, net	4,450				4,450		4,450
Derivative liabilities	52,594				52,594		39,891
Other current liabilities	359				359		2,136
Current liabilities	80,439				80,439		96,015
Debt, net	749,729				749,729		699,372
Derivative liabilities	283,615				283,615		360,710
Other liabilities	3,450				3,450		4,941
Total liabilities	1,117,233				1,117,233		1,161,038
Equity
Total equity	(178,395)				(178,395)		(198,082)
Total liabilities and equity	938,838				938,838		$ 962,956
Income Statement [Abstract]
Total revenues	32,472	29,208			90,147	132,067
Operating expenses	13,074	15,232			39,800	44,011
Depreciation and amortization	10,986	12,206			35,066	38,589
Interest expense	17,933	15,832			52,403	44,997
Total expenses	41,993	43,270			127,269	127,597
Total other (expense) income	330	(24)			278	207
Net loss	$ (9,191)	$ (14,086)			$ (36,844)	$ 4,677

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Total revenues	$ 83,311	$ 80,706			$ 250,733	$ 239,032
Expenses
Total expenses	90,580	94,938			272,389	277,919
Other (expense) income
Total other expense	(35,779)	(35,809)			(117,757)	(78,386)
Loss before income taxes	(43,048)	(50,041)			(139,413)	(117,273)
Net loss	(42,956)	(50,049)	$ (98,437)	$ (69,784)	(141,393)	(119,833)
Net loss attributable to stockholders	$ (49,971)	$ (56,101)			$ (160,903)	$ (135,543)
Loss per share:
Basic (in dollars per share)	$ (0.45)	$ (0.55)			$ (1.51)	$ (1.32)
Diluted (in dollars per share)	$ (0.45)	$ (0.55)			$ (1.51)	$ (1.32)
Weighted average shares outstanding:
Basic (in shares)	109,723,831	102,820,651			106,317,677	102,800,818
Diluted (in shares)	109,723,831	102,820,651			106,317,677	102,800,818
Operating expenses	$ 62,766	$ 68,416			$ 188,566	$ 196,353
General and administrative	2,989	2,485			10,690	9,388
Transaction related costs	2,526	649			4,373	1,554
Management fees and incentive allocation to affiliate	2,807	3,238			8,584	9,304
Depreciation and amortization	19,492	20,150			60,176	60,577
Asset impairment	0	0			0	743
Equity in losses of unconsolidated entities	(14,308)	(9,914)			(38,998)	(7,173)
Gain (loss) on sale of assets, net	2,758	(263)			2,595	260
Interest expense	(31,513)	(25,999)			(88,796)	(73,431)
Other income	6,537	2,387			15,865	3,978
(Benefit from) provision for income taxes	(92)	8			1,980	2,560
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(9,963)	(9,932)			(32,053)	(30,101)
Preferred Stock Dividends and Other Adjustments	$ (16,978)	$ (15,984)	$ (34,585)	$ (29,827)	$ (51,563)	$ (45,811)

PROPERTY, PLANT AND EQUIPMENT, NET - Depreciation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation expense for property, plant and equipment:
Depreciation expense	$ 17,528	$ 17,976	$ 53,765	$ 54,070

INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2024

Intangible Assets and Liabilities Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets and Liabilities

Intangible assets, net are summarized as follows:


	September 30, 2024
	Jefferson Terminal		Railroad		Total
Customer relationships	$	35,513	$	60,000	$	95,513
Less: Accumulated amortization	(35,513)		(12,763)		(48,276)
Intangible assets, net	$	—	$	47,237	$	47,237


	December 31, 2023
	Jefferson Terminal		Railroad		Total
Customer relationships	$	35,513	$	60,000	$	95,513
Less: Accumulated amortization	(33,145)		(9,747)		(42,892)
Intangible assets, net	$	2,368	$	50,253	$	52,621

Schedule of Intangible Assets and Liabilities

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization of customer relationships	$	1,600	$	1,898	$	5,371	$	5,679

Schedule of Net Annual Amortization of Intangibles

As of September 30, 2024, estimated net annual amortization of intangibles is as follows:


Remainder of 2024	$	1,000
2025	4,000
2026	4,000
2027	4,000
2028	4,000
Thereafter	30,237
Total	$	47,237

RETIREMENT BENEFIT PLANS - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pension Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service costs	$ 406	$ 348	$ 1,153	$ 1,044
Interest costs	212	117	519	351
Defined Benefit Plan, Expected Return (Loss) on Plan Assets	(50)	0	(151)	0
Amortization of prior service costs	0	0	0	0
Amortization of actuarial gains	3	(46)	(3)	(138)
Total	571	419	1,518	1,257
Postretirement Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service costs	82	446	718	1,338
Interest costs	78	374	623	1,122
Defined Benefit Plan, Expected Return (Loss) on Plan Assets	0	0	0	0
Amortization of prior service costs	(341)	34	(615)	102
Amortization of actuarial gains	(198)	0	(309)	0
Total	$ (379)	$ 854	$ 417	$ 2,562

RETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Schedule of Costs of Retirement Plans

The following table summarizes our retirement benefit plan costs (benefits). Service costs are recorded in Operating expenses, while other net costs are recorded in Other income within the Consolidated Statements of Operations.


	Three Months Ended September 30,
	2024				2023
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	406	$	82	$	348	$	446
Interest costs	212		78		117		374
Expected return on plan assets	(50)		—		—		—
Amortization of prior service costs	—		(341)		—		34
Amortization of actuarial gains	3		(198)		(46)		—

Total	$	571	$	(379)	$	419	$	854

	Nine Months Ended September 30,
	2024				2023
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	1,153	$	718	$	1,044	$	1,338
Interest costs	519		623		351		1,122
Expected return on plan assets	(151)		—		—		—
Amortization of prior service costs	—		(615)		—		102
Amortization of actuarial gains	(3)		(309)		(138)		—

Total	$	1,518	$	417	$	1,257	$	2,562

SEGMENT INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Current assets	$ 247,067	$ 185,503
Non-current assets	2,190,422	2,194,106
Total assets	2,437,489	2,379,609
Current debt, net	1,535,679	1,340,910
Current liabilities	173,676	150,637
Non-current liabilities	1,643,709	1,490,881
Total liabilities	1,817,385	1,641,518
Redeemable preferred stock	366,913	325,232
Equity
Non-controlling interest in equity of consolidated subsidiaries	(117,580)	(71,430)
Total equity	253,191	412,859
Total liabilities, redeemable preferred stock and equity	2,437,489	2,379,609
Corporate and Other
Segment Reporting Information [Line Items]
Current assets	10,025	7,173
Non-current assets	13,664	9,045
Total assets	23,689	16,218
Current debt, net	566,673	559,325
Current liabilities	42,119	25,695
Non-current liabilities	567,579	559,926
Total liabilities	609,698	585,621
Redeemable preferred stock	366,913	325,232
Equity
Non-controlling interest in equity of consolidated subsidiaries	0	0
Total equity	(952,922)	(894,635)
Total liabilities, redeemable preferred stock and equity	23,689	16,218
Railroad \| Operating Segments
Segment Reporting Information [Line Items]
Current assets	46,629	58,114
Non-current assets	666,005	667,501
Total assets	712,634	725,615
Current debt, net	0	0
Current liabilities	45,551	54,150
Non-current liabilities	32,374	55,975
Total liabilities	77,925	110,125
Redeemable preferred stock	0	0
Equity
Non-controlling interest in equity of consolidated subsidiaries	3,982	2,861
Total equity	634,709	615,490
Total liabilities, redeemable preferred stock and equity	712,634	725,615
Jefferson Terminal \| Operating Segments
Segment Reporting Information [Line Items]
Current assets	160,820	88,542
Non-current assets	1,121,292	1,137,510
Total assets	1,282,112	1,226,052
Current debt, net	924,756	737,335
Current liabilities	67,919	65,052
Non-current liabilities	996,185	797,854
Total liabilities	1,064,104	862,906
Redeemable preferred stock	0	0
Equity
Non-controlling interest in equity of consolidated subsidiaries	(120,656)	(74,278)
Total equity	218,008	363,146
Total liabilities, redeemable preferred stock and equity	1,282,112	1,226,052
Repauno \| Operating Segments
Segment Reporting Information [Line Items]
Current assets	2,526	9,267
Non-current assets	302,739	295,685
Total assets	305,265	304,952
Current debt, net	44,250	44,250
Current liabilities	14,828	4,912
Non-current liabilities	47,571	47,816
Total liabilities	62,399	52,728
Redeemable preferred stock	0	0
Equity
Non-controlling interest in equity of consolidated subsidiaries	(906)	(13)
Total equity	242,866	252,224
Total liabilities, redeemable preferred stock and equity	305,265	304,952
Power and Gas \| Operating Segments
Segment Reporting Information [Line Items]
Current assets	1	2
Non-current assets	21,440	6,825
Total assets	21,441	6,827
Current debt, net	0	0
Current liabilities	3,257	828
Non-current liabilities	0	29,310
Total liabilities	3,257	30,138
Redeemable preferred stock	0	0
Equity
Non-controlling interest in equity of consolidated subsidiaries	0	0
Total equity	18,184	(23,311)
Total liabilities, redeemable preferred stock and equity	21,441	6,827
Sustainability \| Operating Segments
Segment Reporting Information [Line Items]
Current assets	27,066	22,405
Non-current assets	65,282	77,540
Total assets	92,348	99,945
Current debt, net	0	0
Current liabilities	2	0
Non-current liabilities	0	0
Total liabilities	2	0
Redeemable preferred stock	0	0
Equity
Non-controlling interest in equity of consolidated subsidiaries	0	0
Total equity	92,346	99,945
Total liabilities, redeemable preferred stock and equity	$ 92,348	$ 99,945

EARNINGS PER SHARE AND EQUITY - Schedule of Outstanding Stock Warrants and Changes (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Class Of Warrant Or Right, Outstanding [Roll Forward]
Class of warrant or right, beginning balance (in shares) \| shares	6,685,132
Issued (in shares) \| shares	0
Expired (in shares) \| shares	0
Exercised (in shares) \| shares	3,342,566
Class of warrant or right, ending balance (in shares) \| shares	3,342,566
Warrant exercisable (in shares \| shares	3,342,566
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward]
Weighted average exercise price, beginning balance (in dollars per share) \| $ / shares	$ 4.93
Issued, weighted-average exercise price (dollars per share) \| $ / shares	0
Expired, weighted-average exercise price (dollars per share) \| $ / shares	0
Exercised, weighted-average exercise price (dollars per share) \| $ / shares	0.01
Weighted average exercise price, ending balance (in dollars per share) \| $ / shares	9.85
Warrant exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 9.85

INVESTMENTS - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended				12 Months Ended
	Mar. 06, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Nov. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2012	Sep. 30, 2024 USD ($) shippingContainer $ / shares	Dec. 31, 2023 USD ($) $ / shares	Nov. 17, 2023 USD ($)	Oct. 01, 2022	Jun. 15, 2022
Schedule of Equity Method Investments [Line Items]
Existing substantive participation rights percentage						49.00%
Carrying value							$ 54,148	$ 72,701
Exercise price (in dollars per share) \| $ / shares							$ 9.85	$ 4.93
Fair value of warrants							$ 0
Intermodal Finance I, Ltd.
Schedule of Equity Method Investments [Line Items]
Ownership Percentage						51.00%	51.00%
Number of components owned in portfolio \| shippingContainer							144
Carrying value							$ 0	$ 0
Long Ridge Energy & Power LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage							50.10%
Ownership percentage sold					49.90%
Proceeds from sale of equity method investments					$ 150,000
Note receivable										13.00%
Note receivable							$ 111,200	71,000
Carrying value							$ 0	0
GM-FTAI Holdco LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage							27.00%
Payments to acquire equity method investments				$ 52,500
Carrying value							$ 42,572	55,740
GM-FTAI Holdco LLC \| Class A
Schedule of Equity Method Investments [Line Items]
Ownership Percentage				1.00%
Increase in ownership percentage from exchange of share											20.00%
Increase in ownership percentage from debt termination											8.50%
GM-FTAI Holdco LLC \| Class A \| Gladieux Metals Recycling (“GMR”)
Schedule of Equity Method Investments [Line Items]
Ownership Percentage				1.00%
GM-FTAI Holdco LLC \| Class B
Schedule of Equity Method Investments [Line Items]
Ownership Percentage				50.00%
GM-FTAI Holdco LLC \| Class B \| Aleon Renewable Metals LLC (“Aleon”)
Schedule of Equity Method Investments [Line Items]
Ownership Percentage				50.00%
Gladieux Metals Recycling (“GMR”) \| GM-FTAI Holdco LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage							100.00%
Aleon Renewable Metals LLC (“Aleon”) \| GM-FTAI Holdco LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage							100.00%
Clean Planet Energy USA LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage			50.00%				50.00%
Payments to acquire equity method investments			$ 1,000
Carrying value							$ 10,937	10,136
Long Ridge West Virginia LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage							50.10%
Ownership percentage sold		49.90%
Proceeds from sale of equity method investments		$ 7,500
Carrying value							$ 639	$ 6,825	$ 7,200
E-Circuit Motors, Inc.
Schedule of Equity Method Investments [Line Items]
Payments to acquire other investments	$ 5,000
Number of common shares called by warrants (in shares) \| shares	166,667
Exercise price (in dollars per share) \| $ / shares	$ 0.01
Conversion ratio	1
Warrants, term	2 years
Equity securities, value	$ 2,500
Fair value of warrants	$ 2,500
Other investments							$ 5,000
E-Circuit Motors, Inc. \| Series D Preferred Stock
Schedule of Equity Method Investments [Line Items]
Equity securities (in shares) \| shares	166,667

Cover page - shares	9 Months Ended
Cover page - shares	Sep. 30, 2024	Oct. 29, 2024
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Sep. 30, 2024
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41370
Entity Registrant Name	FTAI INFRASTRUCTURE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-4407005
Entity Address, Address Line One	1345 Avenue of the Americas, 45th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FIP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		113,745,115
Entity Central Index Key	0001899883
Document Fiscal Year Focus	2024
Amendment Flag	false
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

12. INCOME TAXES

The current and deferred components of the income tax provision included in the Consolidated Statements of Operations are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Current:
Federal	$	—	$	—	$	—	$	—
State and local	214		(30)		793		412

Total current provision (benefit)	214		(30)		793		412
Deferred:
Federal	(208)		89		3		1,229
State and local	(98)		(51)		1,184		919

Total deferred (benefit) provision	(306)		38		1,187		2,148

(Benefit from) provision for income taxes	$	(92)	$	8	$	1,980	$	2,560

Taxable income or loss generated by us and our corporate subsidiaries by our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business.

A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets.

Our effective tax rate differs from the U.S. federal tax rate of 21% primarily due to state taxes and the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries.

As of and for the nine months ended September 30, 2024, we had not established a liability for uncertain tax positions as no such positions existed. In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S. federal,

state, local and foreign income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to 2020. We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

REDEEMABLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 01, 2022 USD ($) vote $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Jul. 27, 2023 USD ($)	Jul. 05, 2023 USD ($)
Temporary Equity [Line Items]
Redeemable preferred stock, par value (dollars per share) \| $ / shares		$ 0.01		$ 0.01		$ 0.01
Redeemable preferred stock		$ 366,913		$ 366,913		$ 325,232
Fair value of warrants		0		0
Dividends paid-in-kind		109,900		109,900
Accretion of dividends		1,700	$ 1,700	5,100	$ 4,900
Liquidation preference		436,800		436,800		446,500
Temporary equity, dividends paid		15,300	$ 14,300	46,500	$ 40,900
Total debt		1,565,795		1,565,795		1,372,211
Temporary Equity, Dividends, Adjustment		9,700		9,700
Bonds payable
Temporary Equity [Line Items]
Total debt		1,457,745		1,457,745		1,264,161
Senior Notes due 2027 \| Bonds payable
Temporary Equity [Line Items]
Total debt		$ 579,600		$ 579,600		$ 575,181		$ 100,000
Stock Options
Temporary Equity [Line Items]
Fair value of options	$ 18,100
Temporary equity, voting rights \| vote	1
Series I And II Warrants
Temporary Equity [Line Items]
Fair value of warrants	$ 13,800
Series A Senior Preferred Shares
Temporary Equity [Line Items]
Shares issued (in shares) \| shares	300,000
Price (dollars per share) \| $ / shares	$ 1,000
Redeemable preferred stock, par value (dollars per share) \| $ / shares	$ 0.01
Discount	3.00%
Proceeds from stock issued	$ 291,000
Redeemable preferred stock	242,700
Issuance cost	16,400
Base preferred return amount	$ 150,000
Dividend rate	14.00%
Series A Senior Preferred Shares \| Senior Notes due 2027 \| Bonds payable
Temporary Equity [Line Items]
Total debt							$ 33,400
Series A Senior Preferred Shares \| Year one - two
Temporary Equity [Line Items]
Dividend rate, increase per annum	2.00%
Series A Senior Preferred Shares \| Year two - five
Temporary Equity [Line Items]
Dividend rate, increase per annum	18.00%
Series A Senior Preferred Shares \| Year five
Temporary Equity [Line Items]
Dividend rate, increase per annum	1.00%

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

8. FAIR VALUE MEASUREMENTS

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:

•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.

The valuation techniques that may be used to measure fair value are as follows:

•Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts.

•Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).


	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	September 30, 2024		September 30, 2024
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	20,295	$	20,295	$	—	$	—	Market
Restricted cash	124,338		124,338		—		—		Market
Notes receivable	11,773		—		11,773		—		Market

Total assets	$	156,406	$	144,633	$	11,773	$	—

	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	December 31, 2023		December 31, 2023
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	29,367	$	29,367	$	—	$	—	Market
Restricted cash	58,112		58,112		—		—		Market
Notes receivable	11,664		—		11,664		—		Market

Total assets	$	99,143	$	87,479	$	11,664	$	—

Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

Except as discussed below, our financial instruments other than cash and cash equivalents, restricted cash and the CarbonFree note receivable consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values due to their short maturity profiles.

The fair value of our bonds, notes and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:


	September 30, 2024		December 31, 2023
Series 2020A Bonds (1)	$	131,274	$	138,666
Series 2020B Bonds (1)	—		75,928
Series 2021A Bonds (1)	129,118		154,306
Series 2021B Bonds (1)	179,498		165,208
Series 2024A Bonds (1)	170,154		—
Series 2024B Bonds (1)	224,565		—
Senior Notes due 2027	641,148		625,038
EB-5 Loan Agreement	22,885		21,240
EB-5.2 Loan Agreement	8,713		8,183
EB-5.3 Loan Agreement	23,747		22,491

________________________________________________________

(1) Fair value is based upon market prices for similar municipal securities.

The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

REDEEMABLE PREFERRED STOCK	9 Months Ended
REDEEMABLE PREFERRED STOCK	Sep. 30, 2024
Equity [Abstract]
REDEEMABLE PREFERRED STOCK	15. REDEEMABLE PREFERRED STOCK On August 1, 2022, the Company issued and sold 300,000 shares of Redeemable Preferred Stock at a price of $1,000 per share and $0.01 par value. The shares were issued at a 3% discount for net proceeds of $291.0 million. The Company also issued two classes of warrants to the preferred stockholders. The fair value of the Redeemable Preferred Stock and the warrants at issuance were determined to be $242.7 million and $13.8 million, respectively. The Company incurred $16.4 million of issuance costs related to the Redeemable Preferred Stock and warrants. Additionally, the Company issued options to the Manager with a total fair value of $18.1 million (see Note 13). The Redeemable Preferred Stock has the following rights, preferences and restrictions: Voting Each holder of the Redeemable Preferred Stock will have one vote per share on any matter on which holders of the Redeemable Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Redeemable Preferred Stock do not otherwise have any voting rights. Liquidation Preference The Redeemable Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Redeemable Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $150.0 million of cash Dividends (the ”Base Preferred Return Amount”). Dividends Dividends on the Redeemable Preferred Stock are payable at a rate equal to 14.0% per annum subject to increase in accordance with the terms of the Redeemable Preferred Stock. Specifically, the rate will be increased by 2.0% per annum for any periods during the first two years following closing of the issuance of the Redeemable Preferred Stock, where the dividend is not paid in cash. Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Redeemable Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion. After the second anniversary of the issuance date, we are required to pay such dividends in cash. Failure to pay such dividends will result in a dividend rate equal to 18.0% per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance. The dividend rate on the Redeemable Preferred Stock will increase by 1.0% per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock. As of September 30, 2024, the Company has $109.9 million of PIK dividends increasing our Redeemable Preferred Stock balance. The Company had dividends paid in cash of $9.7 million for the three and nine months ended September 30, 2024. Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $15.3 million and $14.3 million for the three months ended September 30, 2024 and 2023, respectively, and $46.5 million and $40.9 million for the nine months ended September 30, 2024 and 2023, respectively. The Company has presented the Redeemable Preferred Stock in temporary equity and is accreting the discount and debt issuance costs using the interest method to the earliest redemption date of August 1, 2030. Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $1.7 million and $1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $5.1 million and $4.9 million for the nine months ended September 30, 2024 and 2023, respectively. Redemption Mandatory Redemption: The Redeemable Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Optional Redemption: The Redeemable Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company. If the Redeemable Preferred Stock were redeemed as of September 30, 2024, it would be redeemable for $436.8 million. Amendment to Certificate of Designations of Our Series A Preferred Stock On July 5, 2023, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”) became effective, amending certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate the issuance of the additional $100.0 million of Senior Notes due 2027 (the “Additional Notes”). The holders of our Series A Preferred Stock received a customary fee for their consent and purchased $33.4 million aggregate principal amount of the Additional Notes.

DEBT, NET - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
DEBT, NET - Narrative (Details) - USD ($) $ in Thousands	Aug. 30, 2024	Apr. 02, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 20, 2024	May 14, 2024
Debt Instrument [Line Items]
Gain (loss) on modification or extinguishment of debt				$ 747	$ (2,020)	$ (8,423)	$ (2,020)
Deferred Debt Issuance Cost, Writeoff				1,800
Debt Instrument, Repurchase Amount	$ 6,000
Extinguishment of Debt, Amount	6,000
Deferred Debt Issuance Cost, Writeoff				1,800
Line of Credit
Debt Instrument [Line Items]
Debt instrument face amount		$ 75,000
Debt instrument, period prior to first cash dividend		30 days
Basis spread		4.00%
Gain (loss) on modification or extinguishment of debt			$ (3,200)
Gains (Losses) on Restructuring of Debt			(6,000)
Gains (Losses) on Restructuring of Debt			$ (6,000)
Tender Offer June 2024 $105M
Debt Instrument [Line Items]
Debt instrument face amount									$ 105,000
Tender Offer June 2024 $108.1M
Debt Instrument [Line Items]
Debt instrument face amount								$ 108,000
Debt Instrument, Tender Offer Aggregate Purchase Price								88,800
Tax Exempt Series 2024A Bonds
Debt Instrument [Line Items]
Debt instrument face amount								164,400
Tax Exempt Series 2024B Bonds
Debt Instrument [Line Items]
Debt instrument face amount								$ 217,900
Stated Interest Rate								10.00%
Gain (loss) on modification or extinguishment of debt				$ (100)
Tax Exempt Series 2024A Bonds (Maturing 2039)
Debt Instrument [Line Items]
Debt instrument face amount								$ 67,570
Stated Interest Rate								5.00%
Tax Exempt Series 2024A Bonds (Maturing 2044)
Debt Instrument [Line Items]
Debt instrument face amount								$ 44,800
Stated Interest Rate								5.125%
Tax Exempt Series 2024A Bonds (Maturing 2054)
Debt Instrument [Line Items]
Debt instrument face amount								$ 52,055
Stated Interest Rate								5.25%
Taxable Series 2020B Bonds
Debt Instrument [Line Items]
Debt instrument face amount								$ 79,100
Series 2021A Bonds
Debt Instrument [Line Items]
Gain (loss) on modification or extinguishment of debt	900
Deferred Debt Issuance Cost, Writeoff	200
Deferred Debt Issuance Cost, Writeoff	$ 200

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	$ (9,963)	$ (9,932)	$ (32,053)	$ (30,101)
General and administrative	2,989	2,485	10,690	9,388
Transaction related costs	2,526	649	4,373	1,554
Jefferson Terminal
Related Party Transaction [Line Items]
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	(9,700)	(10,818)	(31,339)	(30,051)
General Partner
Related Party Transaction [Line Items]
Management fees and incentive allocation to affiliate	2,807	3,238	8,584	9,304
Management fees and incentive allocation to affiliate	1,465	1,517	4,467	4,808
Manager \| Accounts Payable and Accrued Liabilities
Related Party Transaction [Line Items]
Accrued management fees	5,583		5,583		$ 6,400
Other payables	2,803		2,803		$ 5,595
Management fee \| General Partner
Related Party Transaction [Line Items]
Management fees and incentive allocation to affiliate	2,807	3,238	8,584	9,304
Income incentive fee \| General Partner
Related Party Transaction [Line Items]
Management fees and incentive allocation to affiliate	0	0	0	0
Capital gains incentive fee \| General Partner
Related Party Transaction [Line Items]
Management fees and incentive allocation to affiliate	0	0	0	0
General and administrative \| General Partner
Related Party Transaction [Line Items]
General and administrative	1,167	1,143	3,598	4,077
Acquisition and transaction expenses \| General Partner
Related Party Transaction [Line Items]
Transaction related costs	$ 298	$ 374	$ 869	$ 731

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Common Stock	Additional Paid In Capital	Additional Paid In Capital Common Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Non-Controlling Interest in Equity of Consolidated Subsidiaries
Beginning balance at Dec. 31, 2022	$ 524,794		$ 994	$ 911,599		$ (60,837)	$ (300,133)	$ (26,829)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(69,784)					(49,615)		(20,169)
Other comprehensive income	115,406						115,406
Total comprehensive (loss) income	45,622		0	0		(49,615)	115,406	(20,169)
Settlement of equity-based compensation	(90)							(90)
Dividends declared on common stock	(6,170)			(6,170)
Equity-based compensation	1,537			80				1,457
Acquisition of consolidated subsidiary	4,448			(953)				(3,495)
Dividends and accretion of redeemable preferred stock	(29,827)			(29,827)
Ending balance at Jun. 30, 2023	531,398		994	874,729		(110,452)	(184,727)	(49,146)
Increase (Decrease) in Partners' Capital [Roll Forward]
Distributions to non-controlling interest	(20)							(20)
Beginning balance at Dec. 31, 2022	524,794		994	911,599		(60,837)	(300,133)	(26,829)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(119,833)
Total comprehensive (loss) income	1,066
Dividends and accretion of redeemable preferred stock	(45,811)
Ending balance at Sep. 30, 2023	470,454		994	862,675		(150,569)	(179,234)	(63,412)
Beginning balance at Jun. 30, 2023	531,398		994	874,729		(110,452)	(184,727)	(49,146)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(50,049)					(40,117)		(9,932)
Other comprehensive income	5,493						5,493
Total comprehensive (loss) income	(44,556)		0	0		(40,117)	5,493	(9,932)
Issuance of common shares	29			29
Dividends declared on common stock	(3,084)			(3,084)
Equity-based compensation	4,277			6,985				(2,708)
Dividends and accretion of redeemable preferred stock	(15,984)			(15,984)
Ending balance at Sep. 30, 2023	470,454		994	862,675		(150,569)	(179,234)	(63,412)
Increase (Decrease) in Partners' Capital [Roll Forward]
Distributions to non-controlling interest	(1,626)							(1,626)
Beginning balance at Dec. 31, 2023	412,859		1,006	843,971		(182,173)	(178,515)	(71,430)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(98,437)					(76,347)		(22,090)
Other comprehensive income	27,247						27,247
Total comprehensive (loss) income	(71,190)		0	0		(76,347)	27,247	(22,090)
Settlement of equity-based compensation	(3,214)			(3,029)				(185)
Issuance of common shares		$ 0	10		$ (10)
Dividends declared on common stock	(6,303)			(6,303)
Equity-based compensation	4,139			3,559				580
Dividends and accretion of redeemable preferred stock	(34,585)			(34,585)
Ending balance at Jun. 30, 2024	286,667		1,016	803,603		(258,520)	(151,268)	(108,164)
Increase (Decrease) in Partners' Capital [Roll Forward]
Distributions to non-controlling interest	(15,039)							(15,039)
Beginning balance at Dec. 31, 2023	412,859		1,006	843,971		(182,173)	(178,515)	(71,430)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(141,393)
Total comprehensive (loss) income	(87,465)
Dividends and accretion of redeemable preferred stock	(51,563)
Ending balance at Sep. 30, 2024	253,191		1,137	785,734		(291,513)	(124,587)	(117,580)
Beginning balance at Jun. 30, 2024	286,667		1,016	803,603		(258,520)	(151,268)	(108,164)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	(42,956)					(32,993)		(9,963)
Other comprehensive income	26,681						26,681
Total comprehensive (loss) income	(16,275)		0	0		(32,993)	26,681	(9,963)
Issuance of common shares	552		121	431
Dividends declared on common stock	(3,404)			(3,404)
Equity-based compensation	2,629			2,082				547
Dividends and accretion of redeemable preferred stock	(16,978)			(16,978)
Ending balance at Sep. 30, 2024	$ 253,191		$ 1,137	$ 785,734		$ (291,513)	$ (124,587)	$ (117,580)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Oct. 18, 2024	Apr. 02, 2024	Dec. 31, 2024
Subsequent Event
Subsequent Event [Line Items]
Common stock dividends declared (in dollars per share)			$ 0.03
Preferred stock dividends declared (in dollars per share)			$ 16.47
Line of Credit
Subsequent Event [Line Items]
Debt instrument face amount		$ 75.0
Basis spread		4.00%
Line of Credit \| Subsequent Event
Subsequent Event [Line Items]
Debt instrument face amount	$ 50.0
Basis spread	4.00%

INVESTMENTS - Share of Equity of Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	$ (14,308)	$ (9,914)	$ (38,998)	$ (7,173)
Intermodal Finance I, Ltd.
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	10	10	31	44
Long Ridge Energy & Power LLC
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	(4,350)	(7,057)	(18,172)	2,343
GM-FTAI Holdco LLC
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	(3,538)	(2,303)	(13,168)	(7,403)
Clean Planet Energy USA LLC
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	(306)	(564)	(1,014)	(2,157)
Long Ridge West Virginia LLC
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated entities	$ (6,124)	$ 0	$ (6,675)	$ 0

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

FAIR VALUE MEASUREMENTS - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Notes receivable	$ 11,773	$ 11,664
Total assets	156,406	99,143
Series A 2024 Bonds \| Estimate of Fair Value Measurement
Assets
Notes payable, fair value disclosure	170,154	0
Series B 2024 Bonds \| Estimate of Fair Value Measurement
Assets
Notes payable, fair value disclosure	224,565	0
EB-5 Loan Agreement
Assets
Long-Term Debt, Fair Value	22,885	21,240
EB-5.2 Loan Agreement
Assets
Long-Term Debt, Fair Value	8,713	8,183
EB-5.3 Loan Agreement
Assets
Long-Term Debt, Fair Value	23,747	22,491
Level 1
Assets
Total assets	144,633	87,479
Level 2
Assets
Total assets	11,773	11,664
Level 3
Assets
Total assets	0	0
Market
Assets
Cash and cash equivalents	20,295	29,367
Restricted cash	124,338	58,112
Market \| Level 1
Assets
Cash and cash equivalents	20,295	29,367
Restricted cash	124,338	58,112
Notes receivable	0	0
Market \| Level 2
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Notes receivable	11,773	11,664
Market \| Level 3
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Notes receivable	$ 0	$ 0

LEASING EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
LEASING EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases [Line Items]
Leasing equipment, net	$ 36,173			$ 36,173		$ 35,587
Jefferson Terminal
Leases [Line Items]
Sales-type Lease, Interest Income	200			600
Sales-type Lease, Selling Profit (Loss)			$ 6,600
Sales-type Lease, Interest Income	200			600
Sales-type Lease, Selling Profit (Loss)			$ 6,600
Leasing Equipment
Leases [Line Items]
Leasing equipment	47,600			47,600		45,982
Less: Accumulated depreciation	(11,427)			(11,427)		(10,395)
Leasing equipment, net	36,173			36,173		$ 35,587
Depreciation expense for leasing equipment	$ 364	$ 276		$ 1,040	$ 828

EQUITY-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Arrangements

The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:


	Expense Recognized During the Three Months Ended September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2024		2023		2024		2023

Restricted shares	$	103	$	202	$	282	$	949	$	558	1.1
Common units	547		362		1,127		1,072		3,677		0.8
Total	$	650	$	564	$	1,409	$	2,021	$	4,235

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations:


	Expense Recognized During the Three Months Ended September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2024		2023		2024		2023
Restricted stock units	$	1,979	$	3,713	$	5,264	$	3,713	$	3,711	0.7
Total	$	1,979	$	3,713	$	5,264	$	3,713	$	3,711

DEBT, NET (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Our debt, net is summarized as follows:


			Outstanding Borrowings
	Stated Interest Rate	Maturity Date	September 30, 2024		December 31, 2023
Loans payable
DRP Revolver (1)	(i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Term Secured Overnight Financing Rate (“SOFR”))	11/5/26	$	44,250	$	44,250
EB-5 Loan Agreement	5.75%	(i) 1/25/26 (ii) 3/11/2026 (iii) 11/26/27	63,800		63,800

Total loans payable			108,050		108,050
Bonds payable
Series 2020 Bonds	(i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00%	(i) 1/1/35 (ii) 1/1/50	143,165		263,980
Series 2021 Bonds	(i) Tax Exempt Series 2021A Bonds: 1.875% to 3.000% (ii) Taxable Series 2021B Bonds: 4.100%	(i) 1/1/26 to 1/1/50 (ii) 1/1/28	352,685		425,000
Series 2024 Bonds	(i) Tax Exempt Series 2024A Bonds: 5.000% to 5.250% (ii) Taxable Series 2024B Bonds: 10.000%	(i) 1/1/39 to 1/1/54 (ii) 7/1/26	382,295		—
Senior Notes due 2027 (2)	10.500%	6/1/27	579,600		575,181
Total bonds payable			1,457,745		1,264,161
Total debt			1,565,795		1,372,211
Less: Debt issuance costs			(30,116)		(31,301)
Total debt, net			$	1,535,679	$	1,340,910

Total debt due within one year			$	—	$	—

________________________________________________________

(1) Requires a quarterly commitment fee at a rate of 1.000% on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Includes an unamortized discount of $20,400 and $24,819 at September 30, 2024 and December 31, 2023, respectively.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 20,295	$ 29,367
Restricted cash	124,338	58,112
Accounts receivable, net	55,168	55,990
Other current assets	47,266	42,034
Total current assets	247,067	185,503
Leasing equipment, net	36,173	35,587
Operating lease right-of-use assets, net	68,859	69,748
Property, plant, and equipment, net	1,624,906	1,630,829
Investments	54,148	72,701
Intangible assets, net	47,237	52,621
Goodwill	275,367	275,367
Other assets	83,732	57,253
Total assets	2,437,489	2,379,609
Current liabilities:
Accounts payable and accrued liabilities	152,957	130,796
Operating lease liabilities	7,270	7,218
Other current liabilities	13,449	12,623
Total current liabilities	173,676	150,637
Debt, net	1,535,679	1,340,910
Operating lease liabilities	61,651	62,441
Other liabilities	46,379	87,530
Total liabilities	1,817,385	1,641,518
Commitments and contingencies	$ 0	$ 0
Redeemable preferred equity, shares outstanding (in shares)	300,000	300,000
Redeemable preferred equity, shares issued (in shares)	300,000	300,000
Redeemable preferred stock, share authorized (in shares)	200,000,000	200,000,000
Redeemable preferred stock ($0.01 par value per share; 200,000,000 shares authorized; 300,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; redemption amount of $436.8 million and $446.5 million at September 30, 2024 and December 31, 2023, respectively)	$ 366,913	$ 325,232
Equity
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 113,745,115 and 100,589,572 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)	1,137	1,006
Additional paid in capital	785,734	843,971
Accumulated deficit	(291,513)	(182,173)
Accumulated other comprehensive loss	(124,587)	(178,515)
Stockholders' equity	370,771	484,289
Non-controlling interest in equity of consolidated subsidiaries	(117,580)	(71,430)
Total equity	253,191	412,859
Total liabilities and equity	$ 2,437,489	$ 2,379,609
Redeemable preferred stock, par value (dollars per share)	$ 0.01	$ 0.01
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	113,745,115	100,589,572
Common stock, shares outstanding (in shares)	113,745,115	100,589,572

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) bbl in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 01, 2022 bbl
Accounting Policies [Line Items]
Assets	$ 2,437,489,000		$ 2,437,489,000		$ 2,379,609,000
Liabilities	1,817,385,000		1,817,385,000		1,641,518,000
Capitalized interest	1,900,000	$ 1,100,000	4,100,000	$ 3,900,000
Repairs and maintenance costs	5,400,000	5,300,000	15,700,000	14,500,000
Goodwill	275,367,000		275,367,000		275,367,000
Barrels for storage capacity in operation \| bbl						6.2
Goodwill, impairment	0	0
Less: Debt issuance costs	(30,116,000)		(30,116,000)		(31,301,000)
Amortization of deferred financing costs	1,800,000	$ 1,800,000	6,370,000	$ 4,910,000
Other current assets	47,266,000		47,266,000		42,034,000
Other assets	83,732,000		83,732,000		57,253,000
Capitalized Contract Cost, Net, Noncurrent	19,800,000		19,800,000		17,600,000
Total debt	1,565,795,000		1,565,795,000		1,372,211,000
Total debt due within one year					0
Capitalized Contract Cost, Net, Noncurrent	19,800,000		19,800,000		17,600,000
Deferred Revenue, Revenue Recognized	300,000		1,000,000.0
Other receivables	3,123,000		3,123,000		5,716,000
Total debt	1,565,795,000		1,565,795,000		1,372,211,000
Total debt due within one year					0
Bonds payable
Accounting Policies [Line Items]
Total debt	1,457,745,000		1,457,745,000		1,264,161,000
Total debt	1,457,745,000		1,457,745,000		1,264,161,000
Series 2024 Bonds \| Bonds payable
Accounting Policies [Line Items]
Total debt	382,295,000		382,295,000		0
Total debt	382,295,000		382,295,000		0
Series 2020 Bonds \| Bonds payable
Accounting Policies [Line Items]
Total debt	143,165,000		143,165,000		263,980,000
Total debt due within one year	0		0
Total debt	143,165,000		143,165,000		263,980,000
Total debt due within one year	0		0
Corporate and Other
Accounting Policies [Line Items]
Assets	23,689,000		23,689,000		16,218,000
Liabilities	609,698,000		609,698,000		$ 585,621,000
Measurement Input, Discount Rate \| Goodwill
Accounting Policies [Line Items]
Alternative investment, measurement input					0.103
Measurement Input, Growth Rate \| Goodwill
Accounting Policies [Line Items]
Alternative investment, measurement input					0.025
Jefferson Terminal
Accounting Policies [Line Items]
Goodwill	122,700,000		122,700,000		$ 122,700,000
Capitalized Contract Cost, Net, Noncurrent	19,800,000		19,800,000		17,600,000
Capitalized Contract Cost, Net, Noncurrent	19,800,000		19,800,000		17,600,000
Railroad
Accounting Policies [Line Items]
Goodwill	147,200,000		147,200,000		147,200,000
Corporate and Other [Member]
Accounting Policies [Line Items]
Goodwill	5,400,000		5,400,000		5,400,000
CarbonFree
Accounting Policies [Line Items]
Other assets	11,800,000		11,800,000		11,700,000
Long Ridge Energy & Power LLC
Accounting Policies [Line Items]
Other assets	20,800,000		20,800,000		0
Other Assets
Accounting Policies [Line Items]
Notes receivable	25,759,000		25,759,000		21,425,000
Other current assets	10,676,000		10,676,000		5,963,000
Prepaid expense	$ 7,708,000		$ 7,708,000		$ 8,930,000
Customer One \| Customer Concentration Risk \| Sales Revenue, Segment \| Jefferson Terminal
Accounting Policies [Line Items]
Concentration risk	13.00%	12.00%	13.00%	11.00%
Customer One \| Customer Concentration Risk \| Sales Revenue, Segment \| Railroad
Accounting Policies [Line Items]
Concentration risk	50.00%	55.00%	50.00%	52.00%
Three Customers \| Customer Concentration Risk \| Accounts Receivable
Accounting Policies [Line Items]
Concentration risk			61.00%		56.00%
Delaware River Partners LLC \| Variable Interest Entity, Primary Beneficiary
Accounting Policies [Line Items]
Interest held in VIE, as a percentage			100.00%
Assets	$ 305,300,000		$ 305,300,000		$ 305,000,000.0
Liabilities	$ 62,400,000		$ 62,400,000		$ 52,700,000

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

The current and deferred components of the income tax provision included in the Consolidated Statements of Operations are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Current:
Federal	$	—	$	—	$	—	$	—
State and local	214		(30)		793		412

Total current provision (benefit)	214		(30)		793		412
Deferred:
Federal	(208)		89		3		1,229
State and local	(98)		(51)		1,184		919

Total deferred (benefit) provision	(306)		38		1,187		2,148

(Benefit from) provision for income taxes	$	(92)	$	8	$	1,980	$	2,560

SEGMENT INFORMATION - Narrative (Details)	9 Months Ended
SEGMENT INFORMATION - Narrative (Details)	Sep. 30, 2024 a freightRailroad	Sep. 30, 2024 a switchingCompany	Sep. 30, 2024 a segment
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			5
Railroad
Segment Reporting Information [Line Items]
Number of segment components	6	1
Repauno
Segment Reporting Information [Line Items]
Area of real estate	1,630,000	1,630,000	1,630,000
Long Ridge Energy & Power LLC
Segment Reporting Information [Line Items]
Area of real estate	1,660,000	1,660,000	1,660,000

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,957,843	$ 1,907,136
Less: Accumulated depreciation	(332,937)	(276,307)
Property, plant and equipment, net	1,624,906	1,630,829
Land, site improvements and rights
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	181,600	182,319
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	112,737	76,491
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	18,810	176,753
Bridges and tunnels
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	176,753	18,769
Terminal machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,210,510	1,215,197
Track and track related assets
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	105,622	103,888
Railroad equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	9,440	8,999
Railcars and locomotives
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	96,847	85,162
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	20,184	16,058
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,065	1,887
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 23,275	$ 21,613

INVESTMENTS

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

5. INVESTMENTS

The following table presents the ownership interests and carrying values of our investments:


			Carrying Value
	Investment	Ownership Percentage	September 30, 2024		December 31, 2023
Intermodal Finance I, Ltd.	Equity method	51.0%	$	—	$	—
Long Ridge Energy & Power LLC (1)	Equity method	50.1%	—		—
Long Ridge West Virginia LLC	Equity method	50.1%	639		6,825
GM-FTAI Holdco LLC	Equity method	See below	42,572		55,740
Clean Planet Energy USA LLC	Equity method	50.0%	10,937		10,136
			$	54,148	$	72,701

________________________________________________________

We did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2024 and 2023.

The following table presents our proportionate share of equity in (losses) earnings:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Intermodal Finance I, Ltd.	$	10	$	10	$	31	$	44
Long Ridge Energy & Power LLC	(4,350)		(7,057)		(18,172)		2,343
Long Ridge West Virginia LLC	(6,124)		—		(6,675)		—
GM-FTAI Holdco LLC	(3,538)		(2,303)		(13,168)		(7,403)
Clean Planet Energy USA LLC	(306)		(564)		(1,014)		(2,157)
Total	$	(14,308)	$	(9,914)	$	(38,998)	$	(7,173)

Equity Method Investments

Intermodal Finance I, Ltd.

In 2012, we acquired a 51% non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49% equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

As of September 30, 2024, Intermodal owns a portfolio of approximately 144 shipping containers subject to multiple operating leases.

Long Ridge Energy & Power LLC

In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9% interest (the “Long Ridge Transaction”) for $150 million in cash, plus an earn out. We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge.

In addition to our equity method investment, in October 2022 we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing paid-in-kind (“PIK”) interest at a 13% rate. During 2023, the maturity date was extended to May 1, 2032. As of September 30, 2024 and December 31, 2023, the balance of the note receivable was $111.2 million, recorded as long-term notes receivable in Other assets on the Consolidated Balance Sheet, and $71.0 million, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet, respectively.

The tables below present summarized financial information for Long Ridge Energy & Power LLC:


	(Unaudited)
	September 30, 2024		December 31, 2023
Balance Sheet
Assets
Current assets:
Cash and cash equivalents	$	3,737	$	3,362
Restricted cash	25,268		23,691
Accounts receivable, net	4,908		5,633
Other current assets	2,436		7,357
Total current assets	36,349		40,043
Property, plant, and equipment, net	806,879		828,232
Intangible assets, net	3,895		4,180
Goodwill	86,460		86,460
Other assets	5,255		4,041
Total assets	$	938,838	$	962,956

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	23,036	$	49,538
Debt, net	4,450		4,450
Derivative liabilities	52,594		39,891
Other current liabilities	359		2,136
Total current liabilities	80,439		96,015
Debt, net	749,729		699,372
Derivative liabilities	283,615		360,710
Other liabilities	3,450		4,941
Total liabilities	1,117,233		1,161,038

Equity


Total equity	(178,395)		(198,082)
Total liabilities and equity	$	938,838	$	962,956


	Three Months Ended September 30,				Nine Months Ended September 30,
Income Statement	2024		2023		2024		2023

Revenue	$	32,472	$	29,208	$	90,147	$	132,067

Expenses

Operating expenses	13,074		15,232		39,800		44,011


Depreciation and amortization	10,986		12,206		35,066		38,589
Interest expense	17,933		15,832		52,403		44,997
Total expenses	41,993		43,270		127,269		127,597
Total other (expense) income	330		(24)		278		207


Net (loss) income	$	(9,191)	$	(14,086)	$	(36,844)	$	4,677

GM-FTAI Holdco LLC

In September 2021, we acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million. GM-FTAI Holdco LLC owns a 100% interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1% and 50% economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC.

On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20% interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5% of additional interest in Class A shares of GM-FTAI Holdco LLC. As a result of these exchange transactions, we own approximately 27% of GM-FTAI Holdco LLC, which owns 100% of both GMR and Aleon.

Clean Planet Energy USA LLC

In November 2021, we acquired 50% of the Class A shares of Clean Planet Energy USA LLC (“Clean Planet” or “CPE”) with an initial investment of $1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil. We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares.

Long Ridge West Virginia LLC

In November 2023, we sold a 49.9% interest in Long Ridge West Virginia LLC (“Long Ridge WV”), previously a wholly owned subsidiary, for $7.5 million in cash. Long Ridge WV is a VIE as defined in U.S. GAAP, but we are not the primary beneficiary. Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and account for this investment in accordance with the equity method.

Long Ridge WV was formed to build an energy generating property in West Virginia similar to that of Long Ridge Energy & Power LLC. On the deconsolidation, no gain was recorded as all the assets consist of unproved undeveloped gas properties. We recorded our investment in the legal entity at the cost basis of $7.2 million as of November 17, 2023.

Equity Investments

E-Circuit Motors, Inc.

E-Circuit Motors Inc. (“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment. On March 6, 2024, the Company invested $5.0 million for 166,667 shares of Series D preferred equity, as well as 166,667 warrants of common stock at $0.01 per share in ECM. The preferred shares are convertible to common shares at the option of the investor on a one-for-one basis. We do not exercise significant influence over the investment and will record the preferred share investment as an equity security. The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment. The warrants will be accounted for as equity securities.

The value of the Series D preferred equity and warrants as of the date of investment were determined to be $2.5 million each, based on relative fair value. ECM is a private company with no readily determinable fair values; if additional third-party information becomes available we will adjust the value of the investments accordingly. As of September 30, 2024, the investment of $5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

INTANGIBLE ASSETS, NET - Summarized Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Intangible assets:
Customer relationships	$ 95,513	$ 95,513
Less: Accumulated amortization	(48,276)	(42,892)
Intangible assets, net	47,237	52,621
Jefferson Terminal
Intangible assets:
Customer relationships	35,513	35,513
Less: Accumulated amortization	(35,513)	(33,145)
Intangible assets, net	0	2,368
Railroad
Intangible assets:
Customer relationships	60,000	60,000
Less: Accumulated amortization	(12,763)	(9,747)
Intangible assets, net	$ 47,237	$ 50,253

FAIR VALUE MEASUREMENTS (Fair Value by Balance Sheet Grouping) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Series A 2020 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	$ 131,274	$ 138,666
Series B 2020 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	0	75,928
Series A 2021 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	129,118	154,306
Series B 2021 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	179,498	165,208
Senior Notes due 2027 \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	641,148	625,038
EB-5 Loan Agreement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-Term Debt, Fair Value	22,885	21,240
EB-5.2 Loan Agreement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-Term Debt, Fair Value	8,713	8,183
EB-5.3 Loan Agreement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-Term Debt, Fair Value	23,747	22,491
Series A 2024 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	170,154	0
Series B 2024 Bonds \| Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, fair value disclosure	$ 224,565	$ 0

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	18. SUBSEQUENT EVENTS Credit Agreement On October 18, 2024, our Jefferson Terminal segment entered into a credit agreement (the “October 2024 Jefferson Credit Agreement”), providing for a $50.0 million term loan facility, which matures at the earlier of (i) July 18, 2025 or (ii) after December 31, 2024, the date on which a cash dividend payment on our preferred stock is paid or is required to be paid pursuant to the terms of such preferred stock, and bears interest at 4.00% plus the applicable forward-looking term rate based on SOFR. Dividends On October 30, 2024, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended September 30, 2024, payable on November 19, 2024 to the holders of record on November 12, 2024. On October 30, 2024, our board of directors also declared a cash dividend on our preferred stock of $16.47 per share to the holders of preferred stock for the period from September 30, 2024 through October 30, 2024, payable on October 31, 2024.

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Related Party Transactions

The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Management fee	$	2,807	$	3,238	$	8,584	$	9,304
Income incentive fee	—		—		—		—
Capital gains incentive fee	—		—		—		—
Total	$	2,807	$	3,238	$	8,584	$	9,304

The following table summarizes our reimbursements to the Manager:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Classification in the Consolidated Statements of Operations:
General and administrative	$	1,167	$	1,143	$	3,598	$	4,077
Acquisition and transaction expenses	298		374		869		731
Total	$	1,465	$	1,517	$	4,467	$	4,808

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:


	September 30, 2024		December 31, 2023
Accrued management fees	$	5,583	$	6,400
Other payables	2,803		5,595

The following table presents the amount of this non-controlling interest share of net loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Non-controlling interest share of net loss	$	(9,700)	$	(10,818)	$	(31,339)	$	(30,051)

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables set forth certain information for each reportable segment:

I. For the Three Months Ended September 30, 2024


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	44,781	$	19,682	$	3,951	$	—	$	—	$	14,897	$	83,311

Expenses
Operating expenses	24,723		17,138		6,764		1		—		14,140		62,766
General and administrative	—		—		—		—		—		2,989		2,989
Acquisition and transaction expenses	95		—		—		1,681		—		750		2,526
Management fees and incentive allocation to affiliate	—		—		—		—		—		2,807		2,807
Depreciation and amortization	4,936		11,988		2,489		—		—		79		19,492

Total expenses	29,754		29,126		9,253		1,682		—		20,765		90,580

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(10,474)		(3,844)		10		(14,308)
Gain on sale of assets, net	5		2,753		—		—		—		—		2,758
Gain on modification or extinguishment of debt	—		747		—		—		—		—		747
Interest expense	(78)		(13,107)		(92)		—		—		(18,236)		(31,513)
Other income	819		916		—		3,594		1,206		2		6,537
Total other income (expense)	746		(8,691)		(92)		(6,880)		(2,638)		(18,224)		(35,779)
Income (loss) before income taxes	15,773		(18,135)		(5,394)		(8,562)		(2,638)		(24,092)		(43,048)
Provision for (benefit from) income taxes	1,174		(426)		(73)		—		—		(767)		(92)
Net income (loss)	14,599		(17,709)		(5,321)		(8,562)		(2,638)		(23,325)		(42,956)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	71		(9,700)		(334)		—		—		—		(9,963)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		16,978		16,978
Net income (loss) attributable to stockholders	$	14,528	$	(8,009)	$	(4,987)	$	(8,562)	$	(2,638)	$	(40,303)	$	(49,971)


	Three Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	41,864	$	16,610	$	4,087	$	—	$	—	$	18,145	$	80,706

Expenses
Operating expenses	24,332		17,548		6,179		1,393		—		18,964		68,416
General and administrative	—		—		—		—		—		2,485		2,485
Acquisition and transaction expenses	186		80		—		—		—		383		649
Management fees and incentive allocation to affiliate	—		—		—		—		—		3,238		3,238
Depreciation and amortization	4,362		12,643		2,390		—		—		755		20,150
Asset impairment	—		—		—		—		—		—		—
Total expenses	28,880		30,271		8,569		1,393		—		25,825		94,938

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(7,057)		(2,867)		10		(9,914)
(Loss) gain on sale of assets, net	(264)		1		—		—		—		—		(263)
Loss on extinguishment of debt	(937)		—		—		—		—		(1,083)		(2,020)
Interest expense	(82)		(8,280)		(642)		—		—		(16,995)		(25,999)
Other (expense) income	(520)		109		—		2,149		649		—		2,387
Total other expense	(1,803)		(8,170)		(642)		(4,908)		(2,218)		(18,068)		(35,809)
Income (loss) before income taxes	11,181		(21,831)		(5,124)		(6,301)		(2,218)		(25,748)		(50,041)
Provision for (benefit from) income taxes	524		(126)		103		—		—		(493)		8
Net income (loss)	10,657		(21,705)		(5,227)		(6,301)		(2,218)		(25,255)		(50,049)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	37		(9,688)		(281)		—		—		—		(9,932)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		15,984		15,984
Net income (loss) attributable to stockholders	$	10,620	$	(12,017)	$	(4,946)	$	(6,301)	$	(2,218)	$	(41,239)	$	(56,101)

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

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


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	21,080	$	11,764	$	(1,406)	$	11,105	$	(673)	$	(4,942)	$	36,928
Add: Non-controlling share of Adjusted EBITDA													6,318
Add: Equity in losses of unconsolidated entities													(14,308)
Less: Interest and other costs on pension and OPEB liabilities													248
Less: Dividends and accretion of redeemable preferred stock													(16,978)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(5,625)
Less: Interest expense													(31,513)
Less: Depreciation and amortization expense													(20,725)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Gains on the modification or extinguishment of debt and capital lease obligations													747
Less: Acquisition and transaction expenses													(2,526)
Less: Equity-based compensation expense													(2,629)
Less: Provision for income taxes													92
Less: Other non-recurring items													—
Net loss attributable to stockholders													$	(49,971)

II. For the Nine Months Ended September 30, 2024


	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	136,731	$	59,472	$	11,892	$	—	$	—	$	42,638	$	250,733

Expenses
Operating expenses	73,266		54,245		18,533		1,023		7		41,492		188,566
General and administrative	—		—		—		—		—		10,690		10,690
Acquisition and transaction expenses	432		10		—		2,079		—		1,852		4,373
Management fees and incentive allocation to affiliate	—		—		—		—		—		8,584		8,584
Depreciation and amortization	14,808		36,618		7,413		—		—		1,337		60,176

Total expenses	88,506		90,873		25,946		3,102		7		63,955		272,389

Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(24,847)		(14,182)		31		(38,998)
(Loss) gain on sale of assets, net	(158)		2,753		—		—		—		—		2,595
Loss on modification or extinguishment of debt	—		(8,423)		—		—		—		—		(8,423)
Interest expense	(245)		(33,594)		(480)		—		—		(54,477)		(88,796)
Other income	467		4,453		—		8,787		2,156		2		15,865
Total other income (expense)	64		(34,811)		(480)		(16,060)		(12,026)		(54,444)		(117,757)
Income (loss) before income taxes	48,289		(66,212)		(14,534)		(19,162)		(12,033)		(75,761)		(139,413)
Provision for (benefit from) income taxes	3,358		(1,592)		(234)		—		—		448		1,980
Net income (loss)	44,931		(64,620)		(14,300)		(19,162)		(12,033)		(76,209)		(141,393)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	179		(31,339)		(893)		—		—		—		(32,053)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		51,563		51,563
Net income (loss) attributable to stockholders	$	44,752	$	(33,281)	$	(13,407)	$	(19,162)	$	(12,033)	$	(127,772)	$	(160,903)

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


	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	64,859	$	30,893	$	(4,591)	$	30,343	$	(5,316)	$	(17,773)	$	98,415
Add: Non-controlling share of Adjusted EBITDA													20,305
Add: Equity in losses of unconsolidated entities													(38,998)
Less: Interest and other costs on pension and OPEB liabilities													(214)
Less: Dividends and accretion of redeemable preferred stock													(51,563)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(15,090)
Less: Interest expense													(88,796)
Less: Depreciation and amortization expense													(63,418)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(8,423)
Less: Acquisition and transaction expenses													(4,373)
Less: Equity-based compensation expense													(6,768)
Less: Provision for income taxes													(1,980)
Less: Other non-recurring items													—
Net loss attributable to stockholders													$	(160,903)

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


	Three Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	17,434	$	7,763	$	(959)	$	7,970	$	(1,005)	$	(6,548)	$	24,655
Add: Non-controlling share of Adjusted EBITDA													5,410
Add: Equity in losses of unconsolidated entities													(9,914)
Less: Interest and other costs on pension and OPEB liabilities													(480)
Less: Dividends and accretion of redeemable preferred stock													(15,984)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(5,554)
Less: Interest expense													(25,999)
Less: Depreciation and amortization expense													(20,150)
Less: Incentive allocations													—
Less: Asset impairment charges													—
Less: Changes in fair value of non-hedge derivative instruments													—
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(2,020)
Less: Acquisition and transaction expenses													(649)
Less: Equity-based compensation expense													(4,277)
Less: Provision for income taxes													(8)
Less: Other non-recurring items													(1,131)
Net loss attributable to stockholders													$	(56,101)

IV. For the Nine Months Ended September 30, 2023


	Nine Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	125,415	$	52,806	$	6,581	$	—	$	—	$	54,230	$	239,032

Expenses
Operating expenses	71,824		49,963		16,884		1,990		29		55,663		196,353
General and administrative	—		—		—		—		—		9,388		9,388
Acquisition and transaction expenses	553		116		—		71		1		813		1,554
Management fees and incentive allocation to affiliate	—		—		—		—		—		9,304		9,304
Depreciation and amortization	14,588		36,656		6,916		—		—		2,417		60,577
Asset impairment	743		—		—		—		—		—		743
Total expenses	87,708		86,735		23,800		2,061		30		77,585		277,919

Other income (expense)
Equity in earnings (losses) of unconsolidated entities	—		—		—		2,343		(9,560)		44		(7,173)
(Loss) gain on sale of assets, net	(473)		733		—		—		—		—		260
Loss on extinguishment of debt	(937)		—		—		—		—		(1,083)		(2,020)
Interest expense	(2,252)		(24,142)		(1,845)		(3)		—		(45,189)		(73,431)
Other (expense) income	(1,616)		(1,303)		—		5,021		1,876		—		3,978
Total other (expense) income	(5,278)		(24,712)		(1,845)		7,361		(7,684)		(46,228)		(78,386)
Income (loss) before income taxes	32,429		(58,641)		(19,064)		5,300		(7,714)		(69,583)		(117,273)
Provision for income taxes	1,842		224		257		—		—		237		2,560
Net income (loss)	30,587		(58,865)		(19,321)		5,300		(7,714)		(69,820)		(119,833)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	83		(28,921)		(1,034)		—		—		(229)		(30,101)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		45,811		45,811
Net income (loss) attributable to stockholders	$	30,504	$	(29,944)	$	(18,287)	$	5,300	$	(7,714)	$	(115,402)	$	(135,543)

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


	Nine Months Ended September 30, 2023
			Port and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	54,889	$	21,363	$	(7,456)	$	29,687	$	(4,163)	$	(20,092)	$	74,228
Add: Non-controlling share of Adjusted EBITDA													15,577
Add: Equity in losses of unconsolidated entities													(7,173)
Less: Interest and other costs on pension and OPEB liabilities													(1,440)
Less: Dividends and accretion of redeemable preferred stock													(45,811)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities													(20,630)
Less: Interest expense													(73,431)
Less: Depreciation and amortization expense													(60,577)
Less: Incentive allocations													—
Less: Asset impairment charges													(743)
Less: Changes in fair value of non-hedge derivative instruments													(1,125)
Less: Losses on the modification or extinguishment of debt and capital lease obligations													(2,020)
Less: Acquisition and transaction expenses													(1,554)
Less: Equity-based compensation expense													(5,814)
Less: Provision for income taxes													(2,560)
Less: Other non-recurring items													(2,470)
Net loss attributable to stockholders													$	(135,543)

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated

The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America.


	September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	46,629	$	160,820	$	2,526	$	1	$	27,066	$	10,025	$	247,067
Non-current assets	666,005		1,121,292		302,739		21,440		65,282		13,664		2,190,422
Total assets	712,634		1,282,112		305,265		21,441		92,348		23,689		2,437,489

Total debt, net	—		924,756		44,250		—		—		566,673		1,535,679

Current liabilities	45,551		67,919		14,828		3,257		2		42,119		173,676
Non-current liabilities	32,374		996,185		47,571		—		—		567,579		1,643,709
Total liabilities	77,925		1,064,104		62,399		3,257		2		609,698		1,817,385

Redeemable preferred stock	—		—		—		—		—		366,913		366,913

Non-controlling interests in equity of consolidated subsidiaries	3,982		(120,656)		(906)		—		—		—		(117,580)
Total equity	634,709		218,008		242,866		18,184		92,346		(952,922)		253,191
Total liabilities, redeemable preferred stock and equity	$	712,634	$	1,282,112	$	305,265	$	21,441	$	92,348	$	23,689	$	2,437,489


	December 31, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	58,114	$	88,542	$	9,267	$	2	$	22,405	$	7,173	$	185,503
Non-current assets	667,501		1,137,510		295,685		6,825		77,540		9,045		2,194,106
Total assets	725,615		1,226,052		304,952		6,827		99,945		16,218		2,379,609

Total debt, net	—		737,335		44,250		—		—		559,325		1,340,910

Current liabilities	54,150		65,052		4,912		828		—		25,695		150,637
Non-current liabilities	55,975		797,854		47,816		29,310		—		559,926		1,490,881
Total liabilities	110,125		862,906		52,728		30,138		—		585,621		1,641,518

Redeemable preferred stock	—		—		—		—		—		325,232		325,232

Non-controlling interests in equity of consolidated subsidiaries	2,861		(74,278)		(13)		—		—		—		(71,430)
Total equity	615,490		363,146		252,224		(23,311)		99,945		(894,635)		412,859
Total liabilities, redeemable preferred stock and equity	$	725,615	$	1,226,052	$	304,952	$	6,827	$	99,945	$	16,218	$	2,379,609

CONSOLIDATED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (141,393)	$ (119,833)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in losses of unconsolidated entities	38,998	7,173
Gain on sale of assets, net	(2,595)	(260)
Gain (loss) on modification or extinguishment of debt	(8,423)	(2,020)
Equity-based compensation	6,768	5,814
Depreciation and amortization	60,176	60,577
Asset impairment	0	743
Change in deferred income taxes	1,187	2,148
Change in fair value of non-hedge derivative	0	1,125
Amortization of deferred financing costs	6,370	4,910
Amortization of bond discount	4,419	3,472
Provision for credit losses	569	1,661
Change in:
Accounts receivable	253	(5,547)
Other assets	(5,982)	17,387
Accounts payable and accrued liabilities	17,676	15,130
Other liabilities	1,394	1,266
Net cash used in operating activities	(7,223)	(2,214)
Cash flows from investing activities:
Investment in unconsolidated entities	(2,273)	(6,070)
Acquisition of leasing equipment	(1,627)	0
Acquisition of property, plant and equipment	(53,322)	(78,712)
Proceeds from sale of leasing equipment	0	116
Investment in equity instruments	(5,000)	0
Proceeds from sale of property, plant and equipment	598	1,148
Net cash used in investing activities	(89,638)	(139,010)
Cash flows from financing activities:
Proceeds from debt, net	449,689	162,100
Repayment of debt	247,594	75,131
Payment of financing costs	10,397	6,472
Cash dividends - common stock	(9,707)	(9,254)
Settlement of equity-based compensation	(3,214)	(90)
Payments to Noncontrolling Interests	(15,039)	(1,647)
Net cash provided by financing activities	154,015	69,506
Net increase (decrease) in cash and cash equivalents and restricted cash	57,154	(71,718)
Cash and cash equivalents and restricted cash, beginning of period	87,479	149,642
Cash and cash equivalents and restricted cash, end of period	144,633	77,924
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment	(6,799)	(143)
Dividends and accretion of redeemable preferred stock	(41,840)	(45,811)
Non-cash change in equity method investment	28,322	120,934
Financing fees	(16,158)	(2,012)
Sale of easement	(3,486)	0
Payments of Ordinary Dividends, Preferred Stock and Preference Stock	9,723	0
Proceeds from sale of easement	3,486	0
Investment in convertible promissory notes	31,500	51,044
Acquisition of business, net of cash acquired	$ 0	$ (4,448)

EARNINGS PER SHARE AND EQUITY - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (42,956)	$ (50,049)	$ (98,437)	$ (69,784)	$ (141,393)	$ (119,833)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(9,963)	(9,932)			(32,053)	(30,101)
Less: Dividends and accretion of redeemable preferred stock	16,978	15,984	$ 34,585	$ 29,827	51,563	45,811
Net loss attributable to stockholders	$ (49,971)	$ (56,101)			$ (160,903)	$ (135,543)
Weighted Average Common Shares Outstanding - Basic (in shares)	109,723,831	102,820,651			106,317,677	102,800,818
Weighted Average Common Shares Outstanding - Diluted (in shares)	109,723,831	102,820,651			106,317,677	102,800,818
Basic (in dollars per share)	$ (0.45)	$ (0.55)			$ (1.51)	$ (1.32)
Diluted (in dollars per share)	$ (0.45)	$ (0.55)			$ (1.51)	$ (1.32)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-3

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-19

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481175/810-10-55-4J

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481175/810-10-55-4K

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-2

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A

+ Details

RETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Accumulated other comprehensive income, defined benefit plan	$ 28.2
Employer contributions	1.5	$ 1.5
Expected future employer contributions, current year	$ 0.4

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Repauno - USD ($)	6 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2024
Loss Contingencies [Line Items]
Potential milestone payment			$ 15,000,000.0
Loss contingency accrual, payments	$ 5,000,000	$ 5,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	$ 36,928	$ 24,655			$ 98,415	$ 74,228
Add: Non-controlling share of Adjusted EBITDA	6,318	5,410			20,305	15,577
Add: Equity in losses of unconsolidated entities	(14,308)	(9,914)			(38,998)	(7,173)
Less: Interest and other costs on pension and OPEB liabilities	248	(480)			(214)	(1,440)
Dividends and accretion of redeemable preferred stock	(16,978)	(15,984)	$ (34,585)	$ (29,827)	(51,563)	(45,811)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities	(5,625)	(5,554)			(15,090)	(20,630)
Less: Interest expense	(31,513)	(25,999)			(88,796)	(73,431)
Less: Depreciation and amortization expense	(20,725)	(20,150)			(63,418)	(60,577)
Less: Incentive allocations	0	0			0	0
Less: Asset impairment charges	0	0			0	(743)
Less: Changes in fair value of non-hedge derivative instruments	0	0			0	(1,125)
Less: Gains on the modification or extinguishment of debt and capital lease obligations	747	(2,020)			(8,423)	(2,020)
Less: Acquisition and transaction expenses	(2,526)	(649)			(4,373)	(1,554)
Less: Equity-based compensation expense	(2,629)	(4,277)			(6,768)	(5,814)
Less: Provision for income taxes	92	(8)			(1,980)	(2,560)
Less: Other non-recurring items	0	(1,131)			0	(2,470)
Net income (loss) attributable to stockholders	(49,971)	(56,101)			(160,903)	(135,543)
Corporate and Other
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	(4,942)	(6,548)			(17,773)	(20,092)
Add: Equity in losses of unconsolidated entities	10	10			31	44
Less: Asset impairment charges		0				0
Less: Acquisition and transaction expenses	(750)	(383)			(1,852)	(813)
Less: Provision for income taxes	767	493			(448)	(237)
Net income (loss) attributable to stockholders	(40,303)	(41,239)			(127,772)	(115,402)
Railroad \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	21,080	17,434			64,859	54,889
Add: Equity in losses of unconsolidated entities	0	0			0	0
Less: Asset impairment charges		0				(743)
Less: Acquisition and transaction expenses	(95)	(186)			(432)	(553)
Less: Provision for income taxes	(1,174)	(524)			(3,358)	(1,842)
Net income (loss) attributable to stockholders	14,528	10,620			44,752	30,504
Jefferson Terminal \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	11,764	7,763			30,893	21,363
Add: Equity in losses of unconsolidated entities	0	0			0	0
Less: Asset impairment charges		0				0
Less: Acquisition and transaction expenses	0	(80)			(10)	(116)
Less: Provision for income taxes	426	126			1,592	(224)
Net income (loss) attributable to stockholders	(8,009)	(12,017)			(33,281)	(29,944)
Repauno \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	(1,406)	(959)			(4,591)	(7,456)
Add: Equity in losses of unconsolidated entities	0	0			0	0
Less: Asset impairment charges		0				0
Less: Acquisition and transaction expenses	0	0			0	0
Less: Provision for income taxes	73	(103)			234	(257)
Net income (loss) attributable to stockholders	(4,987)	(4,946)			(13,407)	(18,287)
Power and Gas \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	11,105	7,970			30,343	29,687
Add: Equity in losses of unconsolidated entities	(10,474)	(7,057)			(24,847)	2,343
Less: Asset impairment charges		0				0
Less: Acquisition and transaction expenses	(1,681)	0			(2,079)	(71)
Less: Provision for income taxes	0	0			0	0
Net income (loss) attributable to stockholders	(8,562)	(6,301)			(19,162)	5,300
Sustainability \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Net Income (Loss)	(673)	(1,005)			(5,316)	(4,163)
Add: Equity in losses of unconsolidated entities	(3,844)	(2,867)			(14,182)	(9,560)
Less: Asset impairment charges		0				0
Less: Acquisition and transaction expenses	0	0			0	(1)
Less: Provision for income taxes	0	0			0	0
Net income (loss) attributable to stockholders	$ (2,638)	$ (2,218)			$ (12,033)	$ (7,714)

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	17. COMMITMENTS AND CONTINGENCIES In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $15.0 million. We will account for such amounts when and if such conditions are achieved. The contingency related to $5.0 million of the total $15.0 million was resolved during the year ended December 31, 2021, and the contingency related to an additional $5.0 million of the total $15.0 million was resolved during the year ended December 31, 2022.

EARNINGS PER SHARE AND EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jul. 22, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Antidilutive shares (in shares)	1,578,404	3,023,965	1,399,408	2,343,212
Weighted average remaining contractual term, exercisable	5 years 9 months 18 days		5 years 9 months 18 days
Fair value of warrants	$ 0.0		$ 0.0
Exercise price (in dollars per share)	$ 9.85		$ 9.85			$ 4.93
Series II Warrant
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)					3,342,566
Exercise price (in dollars per share)					$ 10.00

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

RETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

RETIREMENT BENEFIT PLANS

11. RETIREMENT BENEFIT PLANS

We established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees.

Defined Benefit Pensions

Our underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment.

Postretirement Benefits

Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees. The amendment and related remeasurement resulted in a decrease of the liability by $28.2 million with a corresponding adjustment to accumulated other comprehensive loss.


	Three Months Ended September 30,
	2024				2023
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	406	$	82	$	348	$	446
Interest costs	212		78		117		374
Expected return on plan assets	(50)		—		—		—
Amortization of prior service costs	—		(341)		—		34
Amortization of actuarial gains	3		(198)		(46)		—

Total	$	571	$	(379)	$	419	$	854

	Nine Months Ended September 30,
	2024				2023
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	1,153	$	718	$	1,044	$	1,338
Interest costs	519		623		351		1,122
Expected return on plan assets	(151)		—		—		—
Amortization of prior service costs	—		(615)		—		102
Amortization of actuarial gains	(3)		(309)		(138)		—

Total	$	1,518	$	417	$	1,257	$	2,562

The total employer contributions for the nine months ended September 30, 2024 and 2023 were $1.5 million and $1.5 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $0.4 million.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

LEASING EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Lessor, Operating Leases

Leasing equipment, net is summarized as follows:


	September 30, 2024		December 31, 2023
Leasing equipment	$	47,600	$	45,982
Less: Accumulated depreciation	(11,427)		(10,395)
Leasing equipment, net	$	36,173	$	35,587

Operating Lease, Lease Income

Depreciation expense for leasing equipment is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense for leasing equipment	$	364	$	276	$	1,040	$	828

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (42,956)	$ (50,049)	$ (141,393)	$ (119,833)
Other comprehensive income (loss):
Other comprehensive income related to equity method investees	27,218	5,504	28,322	120,934
Change in pension and other employee benefit accounts	(537)	(11)	25,606	(35)
Total comprehensive (loss) income	(16,275)	(44,556)	(87,465)	1,066
Comprehensive loss attributable to non-controlling interests	(9,963)	(9,932)	(32,053)	(30,101)
Comprehensive (loss) income attributable to stockholders	$ (6,312)	$ (34,624)	$ (55,412)	$ 31,167

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of us and our subsidiaries. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation—We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest.

We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss).

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties—In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars.

Variable Interest Entities—The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Delaware River Partners LLC

During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98% economic interest, and a 100% voting interest in DRP. DRP is solely reliant on us to finance its activities and therefore is a VIE. We concluded that we are the primary beneficiary; and accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated financial statements. Total

VIE assets of DRP were $305.3 million and $305.0 million, and total VIE liabilities of DRP were $62.4 million and $52.7 million as of September 30, 2024 and December 31, 2023, respectively.

Cash and Cash Equivalents—We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

Restricted Cash—Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal.

Property, Plant, and Equipment, Leasing Equipment and Depreciation—Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:

Asset

Range of Estimated Useful Lives

Residual Value Estimates

Railcars and locomotives

40 - 50 years from date of manufacture

Scrap value at end of useful life

Track and track related assets

15 - 50 years from date of manufacture

Scrap value at end of useful life

Land, site improvements and rights

N/A

Bridges and tunnels

15 - 55 years

Scrap value at end of useful life

Buildings and site improvements

20 - 30 years

Scrap value at end of useful life

Railroad equipment

3 - 15 years from date of manufacture

Scrap value at end of useful life

Terminal machinery and equipment

15 - 25 years from date of manufacture

Scrap value at end of useful life

Furniture and fixtures

3 - 6 years from date of purchase

None

Computer hardware and software

2 - 5 years from date of purchase

None

Construction in progress

N/A

Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Significant spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service.

We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted.

Capitalized Interest—The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $1.9 million and $1.1 million during the three months ended September 30, 2024 and 2023, respectively, and $4.1 million and $3.9 million during the nine months ended September 30, 2024 and 2023, respectively.

Repairs and Maintenance—Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred. Our repairs and maintenance expenses were $5.4 million and $5.3 million during the three months ended September 30, 2024 and 2023, respectively, and $15.7 million and $14.5 million during the nine months ended September 30, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets—We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.

Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

Other Current Assets—Other current assets is comprised of:


	September 30, 2024		December 31, 2023
Note receivable	$	25,759	$	21,425
Prepaid expenses	7,708		8,930
Other receivables	3,123		5,716
Other assets	10,676		5,963
Total other current assets	$	47,266	$	42,034

The Company records interest income on the note receivable in Other income in the Consolidated Statements of Operations using the contractual interest rate.

Other Assets—Other assets consists of a note receivable of $20.8 million and $— million as of September 30, 2024 and December 31, 2023, respectively, from Long Ridge Energy & Power LLC, see details in Note 5.

Other assets also consists of capitalized contract costs of $19.8 million and $17.6 million as of September 30, 2024 and December 31, 2023, respectively.

Other assets also consists of a note receivable of $11.8 million and $11.7 million as of September 30, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources. We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable. The Company records interest income, which is included in Other income in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Goodwill—Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. The carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively, as of September 30, 2024 and December 31, 2023, respectively.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment.

For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss.

A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value.

As of October 1, 2023, for our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units.

In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023. The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads. At October 1, 2023, approximately 6.2 million barrels of storage was operational. Our discount rate for our 2023 goodwill impairment analysis was 10.3% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we

do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.

We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

There were no impairments of goodwill for the three and nine months ended September 30, 2024 and 2023.

Redeemable Preferred Stock—We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders. The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030. We use the interest method to accrete to the redemption value.

Deferred Financing Costs—Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans. Unamortized deferred financing costs of $30.1 million and $31.3 million as of September 30, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $1.8 million and $1.8 million during the three months ended September 30, 2024 and 2023, respectively, and $6.4 million and $4.9 million during the nine months ended September 30, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Terminal Services Revenues—Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis.

Rail Revenues—Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated.

Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur.

Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided.

Lease Income—Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement.

Roadside Services Revenues—Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms.

Other Revenue—Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis.

Payment terms for revenues are generally short term in nature.

Leasing Arrangements—At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU

assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets.

All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method.

Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs.

We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.

Concentration of Credit Risk—We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 50% of total revenues for the three and nine months ended September 30, 2024 from one customer in the Railroad segment. Additionally, we earned 13% of total revenues for the three and nine months ended September 30, 2024 from one customer in the Jefferson Terminal segment. We earned 55% and 52% of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Railroad segment. We earned 12% and 11% of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Jefferson Terminal segment.

As of September 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 61% of total accounts receivable, net. As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56% of total accounts receivable, net.

We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts.

Allowance for Doubtful Accounts—We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging.

Comprehensive (Loss) Income—Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Our comprehensive (loss) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.

Derivative Financial Instruments

Electricity Derivatives—Our equity method investee, Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price.

Cash Flow Hedges

Certain of these derivative instruments are designated and qualify as cash flow hedges. Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets. The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows.

Derivatives Not Designated As Hedging Instruments

Certain of these derivative instruments are not designated as hedging instruments for accounting purposes. Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses of unconsolidated entities in our Consolidated Statements of Cash Flows.

Income Taxes—Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business.

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.

Some of our entities file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the (Benefit from) provision for income taxes in the Consolidated Statements of Operations.

Pension and Other Postretirement Benefits—We have obligations for a pension and a postretirement benefit plan in connection with the acquisition of Transtar for certain eligible Transtar employees. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 11 for additional discussion on the pension and postretirement benefit plans.

REVENUES

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUES

9. REVENUES

We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers, unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues.


	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	526	$	787	$	—	$	—	$	1,313
Rail revenues	44,255		—		—		—		44,255
Terminal services revenues	—		18,895		3,951		—		22,846
Roadside services revenues	—		—		—		14,897		14,897

Total revenues	$	44,781	$	19,682	$	3,951	$	14,897	$	83,311

	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	1,319	$	2,386	$	—	$	—	$	3,705
Rail revenues	135,412		—		—		—		135,412
Terminal services revenues	—		57,086		11,892		—		68,978
Roadside services revenues	—		—		—		42,638		42,638

Total revenues	$	136,731	$	59,472	$	11,892	$	42,638	$	250,733


	Three Months Ended September 30, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	394	$	343	$	—	$	—	$	737
Rail revenues	41,470		—		—		—		41,470
Terminal services revenues	—		16,267		4,087		—		20,354
Roadside services revenues	—		—		—		18,145		18,145
Other revenue	—		—		—		—		—
Total revenues	$	41,864	$	16,610	$	4,087	$	18,145	$	80,706

	Nine Months Ended September 30, 2023
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	1,231	$	968	$	—	$	—	$	2,199
Rail revenues	124,184		—		—		—		124,184
Terminal services revenues	—		51,838		8,532		—		60,370
Roadside services revenues	—		—		—		54,230		54,230
Other revenue	—		—		(1,951)		—		(1,951)
Total revenues	$	125,415	$	52,806	$	6,581	$	54,230	$	239,032

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

LEASING EQUIPMENT, NET

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

LEASING EQUIPMENT, NET

3. LEASING EQUIPMENT, NET AND PROPERTY

Leasing equipment, net is summarized as follows:


	September 30, 2024		December 31, 2023
Leasing equipment	$	47,600	$	45,982
Less: Accumulated depreciation	(11,427)		(10,395)
Leasing equipment, net	$	36,173	$	35,587

Depreciation expense for leasing equipment is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense for leasing equipment	$	364	$	276	$	1,040	$	828