Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.01 per share | |
Trading Symbol | FIP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,490,386 | |
Entity Central Index Key | 0001899883 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,447 | $ 36,486 |
Restricted cash | 53,477 | 113,156 |
Accounts receivable, net | 64,693 | 60,807 |
Other current assets | 37,340 | 67,355 |
Total current assets | 179,957 | 277,804 |
Leasing equipment, net | 33,965 | 34,907 |
Operating lease right-of-use assets, net | 68,462 | 71,015 |
Property, plant, and equipment, net | 1,664,361 | 1,673,808 |
Investments | 70,143 | 73,589 |
Intangible assets, net | 54,517 | 60,195 |
Goodwill | 275,367 | 260,252 |
Other assets | 38,363 | 26,829 |
Total assets | 2,385,135 | 2,478,399 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 135,820 | 136,048 |
Current debt, net | 0 | 0 |
Operating lease liabilities | 6,931 | 7,045 |
Other current liabilities | 19,658 | 16,488 |
Total current liabilities | 162,409 | 159,581 |
Debt, net | 1,318,481 | 1,230,157 |
Operating lease liabilities | 61,302 | 63,147 |
Other liabilities | 62,088 | 236,130 |
Total liabilities | 1,604,280 | 1,689,015 |
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, 2023 and December 31, 2022; redemption amount of $448.2 million at September 30, 2023 and December 31, 2022) | $ 310,401 | $ 264,590 |
Equity | ||
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 99,490,386 and 99,445,074 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively) | 994 | 994 |
Additional paid in capital | 862,675 | 911,599 |
Accumulated deficit | (150,569) | (60,837) |
Accumulated other comprehensive loss | (179,234) | (300,133) |
Stockholders' equity | 533,866 | 551,623 |
Non-controlling interest in equity of consolidated subsidiaries | (63,412) | (26,829) |
Total equity | 470,454 | 524,794 |
Total liabilities and equity | $ 2,385,135 | $ 2,478,399 |
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) | 99,490,386 | 99,445,074 |
Common stock, shares outstanding (in shares) | 99,490,386 | 99,445,074 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 01, 2022 |
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 | $ 448,200 | $ 448,200 | |
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) | 99,490,386 | 99,445,074 | 99,387,467 |
Common stock, shares outstanding (in shares) | 99,490,386 | 99,445,074 | 99,387,467 |
CONSOLIDATED AND COMBINED CONSO
CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||||
Total revenues | $ 80,706 | $ 78,559 | $ 239,032 | $ 190,575 | ||
Expenses | ||||||
Total expenses | 94,938 | 87,691 | 277,919 | 234,565 | ||
Other income (expense) | ||||||
Total other expense | (35,809) | (32,507) | (78,386) | (82,366) | ||
Loss before income taxes | (50,041) | (41,639) | (117,273) | (126,356) | ||
Net loss | (50,049) | (43,194) | $ (69,784) | $ (88,248) | (119,833) | (131,442) |
Net loss attributable to stockholders/Former Parent | $ (56,101) | $ (44,076) | $ (135,543) | $ (116,378) | ||
Loss per share: | ||||||
Basic (in dollars per share) | $ (0.55) | $ (0.43) | $ (1.32) | $ (1.13) | ||
Diluted (in dollars per share) | $ (0.55) | $ (0.43) | $ (1.32) | $ (1.13) | ||
Weighted average shares outstanding: | ||||||
Basic (in shares) | 102,820,651 | 102,730,033 | 102,800,818 | 102,730,033 | ||
Diluted (in shares) | 102,820,651 | 102,730,033 | 102,800,818 | 102,730,033 | ||
Operating expenses | $ 68,416 | $ 60,934 | $ 196,353 | $ 148,231 | ||
General and administrative | 2,485 | 3,208 | 9,388 | 8,136 | ||
Transaction related costs | 649 | 2,754 | 1,554 | 15,862 | ||
Management fees and incentive allocation to affiliate | 3,238 | 2,659 | 9,304 | 9,885 | ||
Depreciation and amortization | 20,150 | 18,136 | 60,577 | 52,451 | ||
Asset impairment | 0 | 0 | 743 | 0 | ||
Equity in losses of unconsolidated entities | (9,914) | (12,080) | (7,173) | (47,982) | ||
(Loss) gain on sale of assets, net | (263) | (134) | 260 | (134) | ||
Interest expense | (25,999) | (19,161) | (73,431) | (32,106) | ||
Other income (expense) | 2,387 | (1,132) | 3,978 | (2,144) | ||
Provision for income taxes | 8 | 1,555 | 2,560 | 5,086 | ||
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries | (9,932) | (8,381) | (30,101) | (24,327) | ||
Less: Dividends and accretion on redeemable preferred stock | 15,984 | 9,263 | 45,811 | 9,263 | ||
Loss on extinguishment of debt | $ (2,020) | $ 0 | $ (2,020) | $ 0 |
CONSOLIDATED AND COMBINED CON_2
CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (50,049) | $ (43,194) | $ (119,833) | $ (131,442) |
Other comprehensive income (loss): | ||||
Other comprehensive income (loss) related to equity method investees | 5,504 | (41,999) | 120,934 | (186,661) |
Change in pension and other employee benefit accounts | (11) | 0 | (35) | 0 |
Total comprehensive (loss) income | (44,556) | (85,193) | 1,066 | (318,103) |
Comprehensive loss attributable to non-controlling interest | (9,932) | (8,381) | (30,101) | (24,327) |
Comprehensive (loss) income attributable to stockholders/Former Parent | $ (34,624) | $ (76,812) | $ 31,167 | $ (293,776) |
CONSOLIDATED AND COMBINED CON_3
CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Net Former Parent Investment | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-Controlling Interest in Equity of Consolidated Subsidiaries |
Beginning balance at Dec. 31, 2021 | $ 1,462,046 | $ 0 | $ 1,617,601 | $ 0 | $ 0 | $ (155,464) | $ (91) |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss | (88,248) | (72,302) | (15,946) | ||||
Other comprehensive loss | (144,662) | (144,662) | |||||
Total comprehensive (loss) income | (232,910) | 0 | (72,302) | 0 | (144,662) | (15,946) | |
Settlement of equity-based compensation | 3,054 | 3,054 | |||||
Capital contribution from non-controlling interests | 562 | 562 | |||||
Net transfers from Former Parent | 111,396 | 111,396 | |||||
Equity-based compensation | 1,665 | 1,665 | |||||
Ending balance at Jun. 30, 2022 | 1,345,813 | 0 | 1,656,695 | 0 | 0 | (300,126) | (10,756) |
Beginning balance at Dec. 31, 2021 | 1,462,046 | 0 | 1,617,601 | 0 | 0 | (155,464) | (91) |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss | (131,442) | ||||||
Total comprehensive (loss) income | (318,103) | ||||||
Capital contribution from non-controlling interests | 732 | ||||||
Ending balance at Sep. 30, 2022 | 555,851 | 994 | 0 | 929,088 | (14,368) | (342,125) | (17,738) |
Beginning balance at Jun. 30, 2022 | 1,345,813 | 0 | 1,656,695 | 0 | 0 | (300,126) | (10,756) |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss | (43,194) | (20,445) | (14,368) | (8,381) | |||
Other comprehensive loss | (41,999) | (41,999) | |||||
Total comprehensive (loss) income | (85,193) | 0 | (20,445) | 0 | (14,368) | (41,999) | (8,381) |
Settlement of equity-based compensation | (148) | (148) | |||||
Stockholders' Equity, Period Increase (Decrease) From Issuance of Warrants | 13,764 | 13,764 | |||||
Stockholders' Equity, Period Increase (Decrease) From Issuance of Manager Options | 18,127 | 18,127 | |||||
Stockholders' Equity, Period Increase (Decrease) From Distributions to Manager | (79) | (79) | |||||
Capital contribution from non-controlling interests | 170 | 170 | |||||
Dividends and accretion on redeemable preferred stock | (9,263) | (9,263) | |||||
Net transfers from Former Parent | (728,717) | (728,717) | |||||
Stockholders' Equity, Period Increase (Decrease) From Distributions by Former Parent | 0 | 994 | (907,533) | 906,539 | |||
Equity-based compensation | 1,377 | 1,377 | |||||
Ending balance at Sep. 30, 2022 | 555,851 | 994 | $ 0 | 929,088 | (14,368) | (342,125) | (17,738) |
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 loss | 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) | |||||
Acquisition of consolidated subsidiary | (4,448) | (953) | (3,495) | ||||
Dividends declared on common stock | (6,170) | (6,170) | |||||
Dividends and accretion on redeemable preferred stock | (29,827) | (29,827) | |||||
Equity-based compensation | 1,537 | 80 | 1,457 | ||||
Ending balance at Jun. 30, 2023 | 531,398 | 994 | 874,729 | (110,452) | (184,727) | (49,146) | |
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 | ||||||
Capital contribution from non-controlling interests | 0 | ||||||
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 loss | 5,493 | 5,493 | |||||
Total comprehensive (loss) income | (44,556) | 0 | 0 | (40,117) | 5,493 | (9,932) | |
Additional Paid in Capital, Common Stock | 29 | 29 | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (1,626) | (1,626) | |||||
Dividends declared on common stock | (3,084) | (3,084) | |||||
Dividends and accretion on redeemable preferred stock | (15,984) | (15,984) | |||||
Equity-based compensation | 4,277 | 6,985 | (2,708) | ||||
Ending balance at Sep. 30, 2023 | $ 470,454 | $ 994 | $ 862,675 | $ (150,569) | $ (179,234) | $ (63,412) |
CONSOLIDATED AND CONSOLIDATED S
CONSOLIDATED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (119,833) | $ (131,442) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity in losses of unconsolidated entities | 7,173 | 47,982 |
(Gain) loss on sale of assets, net | (260) | 134 |
Loss on extinguishment of debt | (2,020) | 0 |
Equity-based compensation | 5,814 | 3,042 |
Depreciation and amortization | 60,577 | 52,451 |
Asset impairment | 743 | 0 |
Change in deferred income taxes | 2,148 | 4,851 |
Change in fair value of non-hedge derivative | 1,125 | (1,058) |
Amortization of deferred financing costs | 4,910 | 2,950 |
Amortization of bond discount | 3,472 | 0 |
Provision for credit losses | 1,661 | 418 |
Other | 0 | 899 |
Change in: | ||
Accounts receivable | (5,547) | (20,476) |
Other assets | 17,387 | (17,632) |
Accounts payable and accrued liabilities | 4,204 | 23,199 |
Management fees payable to affiliate | 10,926 | 2,381 |
Other liabilities | 1,266 | (5,390) |
Net cash used in operating activities | (2,214) | (37,691) |
Cash flows from investing activities: | ||
Investment in unconsolidated entities | (6,070) | (4,481) |
Investment in convertible promissory notes | (51,044) | (20,000) |
Acquisition of business, net of cash acquired | (4,448) | (3,819) |
Acquisition of property, plant and equipment | (78,712) | (172,226) |
Proceeds from sale of leasing equipment | 116 | 0 |
Proceeds from sale of property, plant and equipment | 1,148 | 5,656 |
Net cash used in investing activities | (139,010) | (194,870) |
Cash flows from financing activities: | ||
Proceeds from debt | 162,100 | 482,375 |
Repayment of debt | (75,131) | 0 |
Payment of deferred financing costs | (6,472) | (12,803) |
Proceeds from issuance of redeemable preferred stock | 0 | 291,000 |
Redeemable preferred stock issuance costs | 0 | 16,418 |
Cash dividends - common stock | (9,254) | 0 |
Capital contribution from non-controlling interests | 0 | 732 |
Net transfers to Former Parent, net | 0 | (617,322) |
Settlement of equity-based compensation | (90) | (148) |
Distributions to non-controlling interests | 1,647 | 0 |
Distribution to Manager | 0 | (79) |
Net cash provided by financing activities | 69,506 | 127,337 |
Net decrease in cash and cash equivalents and restricted cash | (71,718) | (105,224) |
Cash and cash equivalents and restricted cash, beginning of period | 149,642 | 301,855 |
Cash and cash equivalents and restricted cash, end of period | 77,924 | 196,631 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of property, plant and equipment | (143) | (4,582) |
Dividends and accretion on redeemable preferred stock | (45,811) | (9,263) |
Conversion of interests in unconsolidated subsidiaries | 0 | (21,302) |
Non-cash change in equity method investment | 120,934 | (186,662) |
Deferred financing costs | $ (2,012) | $ 0 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2023 | |
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) five 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). On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022 and we became an independent, 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 SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: Unaudited Consolidated and Combined Consolidated Financial Statements The Company’s financial statements for the periods through the Spin-off Date are combined consolidated financial statements. The Company’s financial statements for the period after the Spin-off Date are consolidated financial statements based on the reported results of FTAI Infrastructure Inc. as a standalone company. The historical results of operations, financial position, and cash flows of FTAI Infrastructure represented in the combined consolidated financial statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position, and cash flows. Basis of Presentation: Prior to Spin-Off The Company’s financial statements for the periods through the Spin-off Date were prepared on a standalone basis as if the operations had been conducted independently from the Former Parent and have been derived from the consolidated financial statements and accounting records of the Former Parent. Accordingly, Former Parent’s net investment in our operations (Net Former Parent investment) was shown in lieu of stockholders’ equity in the accompanying combined consolidated financial statements, which include the historical operations comprising the infrastructure business of FTAI. Prior to the Spin-off Date, the combined consolidated financial statements include certain assets and liabilities that have historically been held by the Former Parent but are specifically identifiable or otherwise attributable to FTAI Infrastructure. All significant intercompany transactions between Former Parent and FTAI Infrastructure have been included as components of Net Former Parent investment in the combined consolidated financial statements, as they are to be considered effectively settled upon effectiveness of the spin-off. The combined consolidated financial statements are presented as if our businesses had been combined for all periods presented. Principles of Combination — FTAI Infrastructure has elected the principles of combined consolidated financial statements as the basis of presentation for the periods through the Spin-off Date due to common ownership and management of the entities, which includes the financial results of the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments. Cash and Cash Equivalents — The Cash and Cash Equivalents reflected in the financial statements through the Spin-off Date are Cash and Cash Equivalents that were legally held by FTAI Infrastructure during the periods presented in the financial statements and are directly attributed to and used in the operations of FTAI Infrastructure. Debt and the Corresponding Interest Expense — The Debt reflected in the financial statements through the Spin-off Date was debt that was directly attributable to, and legally incurred by, FTAI Infrastructure. The corresponding interest expense presented in the financial statements was derived solely from the Debt directly attributed to FTAI Infrastructure. Corporate Function — For the periods through the Spin-off Date, the combined consolidated financial statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses. The Former Parent was externally managed by the Manager, which performed the Former Parent’s corporate function, and incurred a variety of expenses including, but not limited to, information technology, accounting, treasury, tax, legal, corporate finance and communications. For purposes of the Combined Consolidated Statements of Operations, an allocation of these expenses was included to reflect our portion of such corporate overhead from the Former Parent. The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure. These allocated costs were recorded in general and administrative, and acquisition and transaction expenses in the Combined Consolidated Statements of Operations. We believe the assumptions regarding allocations of the Former Parent’s Corporate expenses are reasonable. Nevertheless, the allocations may not be indicative of the actual expense that would have been incurred had FTAI Infrastructure operated as an independent, standalone public entity, nor are they indicative of the Company’s future expenses. Actual costs that may have been incurred if FTAI Infrastructure had been a standalone company would depend on a number of factors, including the organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The Former Parent funded FTAI Infrastructure’s operating and investing activities as needed. Cash transfers to and from the Former Parent are reflected in the Combined Consolidated Statements of Cash Flows as “Net transfers to Former Parent, net”. Refer to Note 13 for additional discussion on corporate costs allocated from the Former Parent that are included in these combined consolidated financial statements . Subsequent to the Spin-off Date, the Company operated as a standalone company based on actual expenses incurred. Unaudited Interim Financial Information — The accompanying interim Consolidated Balance Sheet as of September 30, 2023, the Consolidated and Combined Consolidated Statements of Operations, Comprehensive (Loss) Income and Changes in Equity for the three and nine months ended September 30, 2023 and 2022, and the Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited interim consolidated and combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of our management, the unaudited interim consolidated and combined consolidated financial statements include all adjustments necessary for the fair presentation of our financial position as of September 30, 2023, the results of operations, comprehensive (loss) income and changes in equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other period. 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 and combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from the Former Parent during the period prior to the spin-off. 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 and combined consolidated financial statements. Total VIE assets of DRP were $301.1 million and $306.0 million, and total VIE liabilities of DRP were $33.6 million and $34.1 million as of September 30, 2023 and December 31, 2022, 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 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 Vehicles 5 - 7 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 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 $1.1 million and $2.6 million during the three months ended September 30, 2023 and 2022, respectively, and $3.9 million and $6.9 million during the nine months ended September 30, 2023 and 2022, 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 $5.3 million and $3.9 million during the three months ended September 30, 2023 and 2022, respectively, and $14.5 million and $9.3 million during the nine months ended September 30, 2023 and 2022, respectively, and are included in Operating expenses in the Consolidated and Combined 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 primarily comprised of commodities inventory of $0.3 million and $3.6 million, deposits of $1.9 million and $22.8 million, note receivable of $21.4 million and $20.0 million, prepaid expenses of $11.0 million and $16.4 million, and other assets of $2.7 million and $4.5 million as of September 30, 2023 and December 31, 2022, respectively. Other Assets — Other assets primarily consists of a note receivable of $10.8 million as of both September 30, 2023 and December 31, 2022 from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources. Accounts Payable and Accrued Liabilities — Accounts payable and accrued liabilities primarily include payables relating to construction projects, interline payables to other railroads, accrued compensation, interest and payables to Manager. Other Current Liabilities — Other current liabilities primarily include environmental liabilities of $0.5 million and $4.1 million, insurance premium liabilities of $3.4 million and $6.2 million, deposits of $7.5 million and $— million, and deferred revenue of $5.2 million and $3.3 million as of September 30, 2023 and December 31, 2022, respectively. 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, 2023. The carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $132.1 million, and $5.4 million, respectively, as of December 31, 2022. 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, 2022, 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 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, 2022. 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 and movements in future oil spreads. At October 1, 2022, approximately 4.3 million barrels of storage was operational with 1.9 million barrels under construction for new contracts that came online in December 2022 which completed our storage development for our main terminal. Our discount rate for our 2022 goodwill impairment analysis was 9.5% and our assumed terminal growth rate was 2.0%. 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 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. In December 2022, our multi-year refined products contract with Exxon Mobil Oil Corporation commenced. Although certain of our anticipated contracts or expected volumes from existing contracts for Jefferson Terminal have been delayed, we continue to believe our projections are achievable. 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, 2023 and 2022. Intangibles and Amortization — Intangible assets include the value of existing customer relationships acquired in connection with the acquisition of Jefferson Terminal and Transtar. Customer relationship intangible assets are amortized on a straight-line basis over their useful lives as the pattern in which the asset’s economic benefits are consumed cannot reliably be determined. Customer relationship intangible assets have useful lives ranging from 5 to 15 years, no estimated residual value, and amortization is recorded as a component of Depreciation and amortization in the Consolidated and Combined Consolidated Statements of Operations. The weighted-average remaining amortization period for customer relationships was 144 months and 148 months as of September 30, 2023 and December 31, 2022, respectively. 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 $33.1 million and $30.9 million as of September 30, 2023 and December 31, 2022, respectively, are included in Debt, net in the Consolidated Balance Sheets. Amortization expense was $1.8 million and $1.3 million during the three months ended September 30, 2023 and 2022, respectively, and $4.9 million and $3.0 million during the nine months ended September 30, 2023 and 2022, respectively, and is included in Interest expense in the Consolidated and Combined 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. Additionally, other revenue includes revenue related to derivative trading activities. 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 55% and 52%, respectively, of total revenues for the three and nine months ended September 30, 2023 from one customer in the Railroad segment. Additionally, we earned 12% and 11%, respectively, of total revenues for the three and nine months ended September 30, 2023 from one customer in the Jefferson Terminal segment. We earned 44% and 54%, respectively, of total revenues for the three and nine months ended September 30, 2022 from one customer in the Railroad segment. We earned 10% of total revenues for both the three and nine months ended September 30, 2022 from one customer in the Jefferson Terminal segment. As of September 30, 2023 accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 53% of total accounts receivable, net. As of December 31, 2022, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 55% 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. Expense Recognition — Expenses are recognized on an accrual basis as incurred. Acquisition and Transaction expenses — Acquisition and transaction expense is comprised of costs related to business combinations, dispositions and terminated deal costs related to asset acquisitions, including advisory, legal, accounting, valuation and other professional or consulting fees. Comprehensive (Loss) Income — Compreh |
LEASING EQUIPMENT, NET
LEASING EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASING EQUIPMENT, NET | 3. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: September 30, 2023 December 31, 2022 Leasing equipment $ 44,039 $ 44,179 Less: Accumulated depreciation (10,074) (9,272) Leasing equipment, net $ 33,965 $ 34,907 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense for leasing equipment $ 276 $ 276 $ 828 $ 828 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 Land, site improvements and rights $ 184,685 $ 183,640 Buildings and improvements 19,425 19,356 Bridges and Tunnels 173,868 173,868 Terminal machinery and equipment 1,225,754 1,141,505 Track and track related assets 101,170 100,068 Railroad equipment 9,016 8,463 Railcars and locomotives 84,481 100,200 Computer hardware and software 15,483 11,733 Furniture and fixtures 1,828 1,745 Construction in progress 96,361 127,941 Other 12,370 11,336 1,924,441 1,879,855 Less: Accumulated depreciation (260,080) (206,047) Property, plant and equipment, net $ 1,664,361 $ 1,673,808 Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense $ 17,976 $ 15,963 $ 54,070 $ 45,966 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 Intermodal Finance I, Ltd. Equity method 51% $ — $ — Long Ridge Energy & Power LLC (1) Equity method 50% — — GM-FTAI Holdco LLC Equity method See below 60,622 68,025 Clean Planet Energy USA LLC Equity method 50% 9,521 5,564 $ 70,143 $ 73,589 ________________________________________________________ (1) The carrying value of $(7.8) million and $(187.2) million as of September 30, 2023 and December 31, 2022 is included in Other liabilities in the Consolidated Balance Sheets. We did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2023 and 2022. The following table presents our proportionate share of equity in earnings (losses): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intermodal Finance I, Ltd. $ 10 $ 33 $ 44 $ 121 Long Ridge Energy & Power LLC (7,057) (9,222) 2,343 (43,574) GM-FTAI Holdco LLC (2,303) (2,399) (7,403) (3,520) Clean Planet Energy USA LLC (564) (492) (2,157) (1,009) Total $ (9,914) $ (12,080) $ (7,173) $ (47,982) 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, 2023, Intermodal owns a portfolio of approximately 211 shipping containers subject to multiple operating leases. Long Ridge Energy & Power LLC In December 2019, Ohio River 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. The Company made an additional $51.0 million of investment in Long Ridge as part of the shareholder loan agreement during the nine months ended September 30, 2023. As of September 30, 2023, the balance of the note receivable was $83.5 million recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet. The tables below present summarized financial information for Long Ridge Energy & Power LLC: (Unaudited) September 30, 2023 December 31, 2022 Balance Sheet Assets Current assets: Cash and cash equivalents $ 2,489 $ 2,192 Restricted cash 40,598 20,732 Accounts receivable 7,730 31,727 Other current assets 1,314 5,732 Total current assets 52,131 60,383 Property plant & equipment 834,745 827,886 Intangible assets 4,275 4,560 Goodwill 86,460 86,460 Other assets 7,849 8,540 Total assets $ 985,460 $ 987,829 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 48,370 $ 87,498 Debt, net 4,450 38,526 Derivative liabilities 59,444 125,134 Other current liabilities 5,355 913 Total current liabilities 117,619 252,071 Debt, net 697,625 599,499 Derivative liabilities 346,336 557,708 Other liabilities 6,197 6,932 Total liabilities 1,167,777 1,416,210 Equity Shareholders' equity (32,209) (273,597) Accumulated deficit (150,108) (154,784) Total equity (182,317) (428,381) Total liabilities and equity $ 985,460 $ 987,829 Three Months Ended September 30, Nine Months Ended September 30, Income Statement 2023 2022 2023 2022 Total revenue $ 29,208 $ 27,277 $ 132,067 $ 42,320 Expenses Operating expenses 15,232 19,057 44,011 51,413 Depreciation and amortization 12,206 13,226 38,589 38,223 Interest expense 15,832 13,413 44,997 39,455 Total expenses 43,270 45,696 127,597 129,091 Total other income (expense) (24) 11 207 (202) Net (loss) income $ (14,086) $ (18,408) $ 4,677 $ (86,973) 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 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. 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. Equity Investments FYX Trust Holdco LLC In July 2020, we invested $1.3 million for a 14% interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. FYX Trust Holdco LLC (“FYX”) has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill roadside repair services. In May 2022, we purchased an additional 51% interest in FYX from an unrelated third party for a purchase price of $4.6 million, which resulted in our ownership of a majority stake in the entity. 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. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Liabilities Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET Intangible assets, net are summarized as follows: September 30, 2023 Jefferson Terminal Railroad Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization (32,256) (8,740) (40,996) Intangible assets, net $ 3,257 $ 51,260 $ 54,517 December 31, 2022 Jefferson Terminal Railroad Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization (29,591) (5,727) (35,318) Intangible assets, net $ 5,922 $ 54,273 $ 60,195 Amortization of customer relationships is included in Depreciation and amortization in the Consolidated and Combined Consolidated Statements of Operations and is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of customer relationships $ 1,898 $ 1,897 $ 5,679 $ 5,657 As of September 30, 2023, estimated net annual amortization of intangibles is as follows: Remainder of 2023 $ 1,888 2024 6,370 2025 4,000 2026 4,000 2027 4,000 Thereafter 34,259 Total $ 54,517 |
DEBT, NET
DEBT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT, NET | 7. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date September 30, 2023 December 31, 2022 Loans payable DRP Revolver (1) (i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Term SOFR) 11/5/24 $ 25,000 $ 25,000 EB-5 Loan Agreement 5.75% (i) 1/25/26 63,800 62,200 Transtar Revolver (2) (i) Base Rate + 2.00%; or (ii) Adjusted Term SOFR + 3.00% 12/27/25 — 10,000 Total loans payable 88,800 97,200 Bonds payable Series 2020 Bonds (i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00% (iii) Taxable Series 2020B Bonds: 6.00% (i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25 263,980 263,980 Series 2021 Bonds (i) Series 2021A Bonds: 1.875% to 3.000% (ii) Series 2021B Bonds: 4.100% (i) 1/1/26 to 1/1/50 (ii) 1/1/28 425,000 425,000 Senior Notes due 2027 (3) 10.500% 6/1/27 573,800 474,828 Total bonds payable 1,262,780 1,163,808 Total Debt 1,351,580 1,261,008 Less: Debt issuance costs (33,099) (30,851) Total debt, net $ 1,318,481 $ 1,230,157 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) Required a quarterly commitment fee at a rate of 0.500% on the average daily unused portion, as well as customary letter of credit fees and agency fees. (3) Includes an unamortized discount of $26,200 and $25,172 at September 30, 2023 and December 31, 2022, respectively. Credit Agreement On May 18, 2023, we entered into a credit agreement, providing for a $25.0 million secured loan facility (the “Credit Agreement”). In July 2023, we issued an additional $100.0 million aggregate principal amount of 10.500% Senior Notes due 2027 (see below), and used a portion of the net proceeds to repay the Credit Agreement in full. We recognized a loss on extinguishment of debt of $1.1 million. Transtar Revolver On December 27, 2022, our subsidiary entered into a revolving credit facility (the “Transtar Revolver”) that provided for revolving loans in the aggregate amount of $25.0 million. In January 2023, our subsidiary entered into an amendment to the Transtar Revolver for an additional $25.0 million, for a total facility of $50.0 million. In July 2023, we issued an additional $100.0 million aggregate principal amount of 10.500% Senior Notes due 2027 (see below), and used a portion of the net proceeds to repay in full and terminate the Transtar Revolver. We recognized a loss on extinguishment of debt of $0.9 million. Senior Notes Due 2027 On July 5, 2023, we issued an additional $100.0 million aggregate principal amount of 10.500% Senior Notes due 2027, at an issue price equal to 95.50% of principal, plus accrued interest from and including June 1, 2023. These notes have identical terms as the original Senior Notes due 2027, other than with respect to the date of issuance and the issue price, and bear interest at a rate of 10.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. We were in compliance with all debt covenants as of September 30, 2023. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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). The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, 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, 2023 September 30, 2023 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 24,447 $ 24,447 $ — $ — Market Restricted cash 53,477 53,477 — — Market Note receivable 10,800 — 10,800 — Market Total assets $ 88,724 $ 77,924 $ 10,800 $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2022 December 31, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 36,486 $ 36,486 $ — $ — Market Restricted cash 113,156 113,156 — — Market Derivative assets 1,125 — 1,125 — Income Total $ 150,767 $ 149,642 $ 1,125 $ — 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. The fair value of our commodity derivative assets that are classified as Level 2 measurements are estimated by applying the income and market approaches, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations. Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, loans payable, and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles. The fair value of our bonds and notes payable reported as debt, net in the Consolidated Balance Sheets are presented in the table below: September 30, 2023 December 31, 2022 Series 2020 A Bonds (1) $ 127,317 $ 139,101 Series 2020 B Bonds (1) 74,316 74,543 Series 2021 A Bonds (1) 142,646 152,848 Series 2021 B Bonds (1) 159,398 163,238 Senior Notes due 2027 598,506 498,035 ________________________________________________________ (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. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition 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 Power and Gas Sustainability and Energy Transition 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 Three Months Ended September 30, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 449 $ 309 $ — $ — $ — $ — $ 758 Rail revenues 38,737 — — — — — 38,737 Terminal services revenues — 16,868 96 — — — 16,964 Roadside services revenues — — — — — 20,317 20,317 Other revenue — — 1,783 — — — 1,783 Total revenues $ 39,186 $ 17,177 $ 1,879 $ — $ — $ 20,317 $ 78,559 Nine Months Ended September 30, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 1,490 $ 975 $ — $ — $ — $ — $ 2,465 Rail revenues 112,397 — 86 — — — 112,483 Terminal services revenues — 43,776 199 — — — 43,975 Roadside services revenues — — — — — 30,404 30,404 Other revenue — — 1,248 — — — 1,248 Total revenues $ 113,887 $ 44,751 $ 1,533 $ — $ — $ 30,404 $ 190,575 Presented below are the contracted minimum future annual revenues to be received under existing operating leases within the Jefferson Terminal segment as of September 30, 2023: Operating Leases Remainder of 2023 $ 3,296 2024 12,873 2025 12,595 2026 12,557 2027 12,136 Thereafter — Total $ 53,457 |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, the Incentive Plan provides for the issuance of up to 30.0 million shares. We account for equity-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation and report within operating expenses and general and administrative expenses in the Consolidated and Combined Consolidated Statements of Operations. Director Compensation During the nine months ended September 30, 2023, we issued 25,479 shares of common stock to certain directors as compensation. Options During the nine months ended September 30, 2023, the Manager transferred 2,173,914 of its op tions to certain employees of the Manager. Subsidiary Stock-Based Compensation The following table presents the expense related to our subsidiary stock-based compensation arrangements: 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) 2023 2022 2023 2022 Restricted Shares $ 202 $ 430 $ 949 $ 1,506 $ — 0.0 Common Units 362 947 1,072 1,536 1,951 0.7 Total $ 564 $ 1,377 $ 2,021 $ 3,042 $ 1,951 Restricted Stock Units to Subsidiary Employees During the nine months ended September 30, 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 restricted stock units to subsidiary employees: 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) 2023 2022 2023 2022 Restricted Stock Units $ 3,713 $ — $ 3,713 $ — $ 9,890 2.4 Total $ 3,713 $ — $ 3,713 $ — $ 9,890 |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
RETIREMENT BENEFIT PLANS | 11. RETIREMENT BENEFIT PLANS In connection with the acquisition of Transtar, 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. Our pension plan covers certain eligible Transtar employees. These plans are 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. The following table summarizes our retirement benefit plan costs. Service costs are recorded in Operating expenses, while interest and amortization costs are recorded in Other (expense) income within the Consolidated and Combined Consolidated Statements of Operations. Three Months Ended September 30, 2023 2022 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 348 $ 446 $ 438 $ 538 Interest costs 117 374 74 225 Amortization of prior service costs — 34 — — Amortization of actuarial gains (46) — — — Total $ 419 $ 854 $ 512 $ 763 Nine Months Ended September 30, 2023 2022 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 1,044 $ 1,338 $ 1,314 $ 1,613 Interest costs 351 1,122 221 675 Amortization of prior service costs — 102 — — Amortization of actuarial gains (138) — — — Total $ 1,257 $ 2,562 $ 1,535 $ 2,288 The total employer contributions for the nine months ended September 30, 2023 and 2022 was $1.5 million and $1.4 million, respectively, and there are no expected remaining scheduled employer contributions for the year ending December 31, 2023. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The current and deferred components of the income tax provision included in the Consolidated and Combined Consolidated Statements of Operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Current: Federal $ — $ (62) $ — $ — State and local (30) 93 412 235 Foreign — — — — Total current provision (30) 31 412 235 Deferred: Federal 89 1,225 1,229 3,832 State and local (51) 299 919 1,019 Foreign — — — — Total deferred provision 38 1,524 2,148 4,851 Provision for income taxes $ 8 $ 1,555 $ 2,560 $ 5,086 Prior to the spin-off, we were taxed as a disregarded entity for U.S. federal income tax purposes and our taxable income or loss generated was allocated to investors by our Former Parent, which was treated as a partnership for U.S. federal income tax purposes. In addition, certain of our subsidiaries were taxed as separate corporations for U.S. federal income tax purposes. Taxable income or loss generated by us and our corporate subsidiaries following the spin-off and 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, 2023, 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 2019. 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, 2023. |
MANAGEMENT AGREEMENT AND AFFILI
MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
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. 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 and Combined 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 and combined consolidated financial statements. Income Incentive Allocation and Capital Gains Incentive Allocation —The Income Incentive Allocation and Capital Gains Incentive Allocation 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 and combined consolidated financial statements: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Management fee $ 3,238 $ 2,659 $ 9,304 $ 9,885 Income Incentive Fee — — — — Capital Gains Incentive Fee — — — — Total $ 3,238 $ 2,659 $ 9,304 $ 9,885 For periods post-spin, we pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. For periods pre-spin, the Former Parent paid all of its operating expenses, except those specifically required to be borne by the Manager under the management agreement between the Former Parent and the Manager. 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, 2023 2022 2023 2022 Classification in the Consolidated and Combined Consolidated Statements of Operations: General and administrative $ 1,143 $ 581 $ 4,077 $ 2,809 Acquisition and transaction expenses 374 49 731 899 Total $ 1,517 $ 630 $ 4,808 $ 3,708 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. 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 a 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. 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, 2023 December 31, 2022 Accrued management fees $ 7,343 $ 3,092 Other payables $ 3,583 $ — As of September 30, 2023 and December 31, 2022, there were no receivables from the Manager. Other Affiliate Transactions As of September 30, 2023 and December 31, 2022, affiliates of our 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 and combined consolidated financial statements. The carrying amount of this non-controlling interest at September 30, 2023 and December 31, 2022 was $(71.1) million and $(41.1) million, respectively. 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, 2023 2022 2023 2022 Non-controlling interest share of net loss $ (10,818) $ (8,002) $ (30,051) $ (23,273) In July 2020, we purchased a 14% interest in FYX from an affiliate of our Manager, which retained a non-controlling interest in FYX subsequent to the transaction. In May 2022, we purchased an additional 51% interest in FYX from an unrelated third party for a purchase price of $4.6 million, which resulted in our ownership of a majority stake in the entity. 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 principals of Fortress since February 2023. For the three and nine months ended September 30, 2023, the Company incurred approximately $0.1 million and $0.3 million of rent and office related expenses, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below. Additionally, during the third quarter of 2022, we modified our definition of Adjusted EBITDA to exclude the impact of interest costs on pension and other post-employment benefit (“OPEB”) liabilities and dividends and accretion of redeemable preferred stock. 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 and other non-cash impacts. All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new 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 five 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 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 new 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 port 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 operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries and an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers. 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 or Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion on 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 or Former Parent, 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 or Former Parent 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, 2023 Three Months Ended September 30, 2023 Ports 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 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 on 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 Ports 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 costs on pension and OPEB liabilities (480) Less: Dividends and accretion on 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) II. For the Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Ports 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 on 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 Ports 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 costs on pension and OPEB liabilities (1,440) Less: Dividends and accretion on 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) III. For the Three Months Ended September 30, 2022 Three Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 39,186 $ 17,177 $ 1,879 $ — $ — $ 20,317 $ 78,559 Expenses Operating expenses 22,003 14,194 4,266 298 — 20,173 60,934 General and administrative — — — — — 3,208 3,208 Acquisition and transaction expenses 224 — — 358 — 2,172 2,754 Management fees and incentive allocation to affiliate — — — — — 2,659 2,659 Depreciation and amortization 5,337 9,748 2,310 — — 741 18,136 Total expenses 27,564 23,942 6,576 656 — 28,953 87,691 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (9,222) (2,891) 33 (12,080) Loss on sale of assets, net (134) — — — — — (134) Interest expense (64) (5,983) (432) — — (12,682) (19,161) Other (expense) income (311) (1,401) — (25) 473 132 (1,132) Total other expense (509) (7,384) (432) (9,247) (2,418) (12,517) (32,507) Income (loss) before income taxes 11,113 (14,149) (5,129) (9,903) (2,418) (21,153) (41,639) (Benefit from) provision for income taxes (942) 2,114 — — (61) 444 1,555 Net income (loss) 12,055 (16,263) (5,129) (9,903) (2,357) (21,597) (43,194) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 6 (8,002) (212) — — (173) (8,381) Less: Dividends and accretion on redeemable preferred stock — — — — 9,263 9,263 Net income (loss) attributable to stockholders and Former Parent $ 12,049 $ (8,261) $ (4,917) $ (9,903) $ (2,357) $ (30,687) $ (44,076) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent: Three Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 18,419 $ 6,023 $ (2,471) $ 11,253 $ (1,340) $ (5,780) $ 26,104 Add: Non-controlling share of Adjusted EBITDA 4,502 Add: Equity in losses of unconsolidated entities (12,080) Less: Interest costs on pension and OPEB liabilities (896) Less: Dividends and accretion on redeemable preferred stock (9,263) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (9,770) Less: Interest expense (19,161) Less: Depreciation and amortization expense (18,136) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 310 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (2,754) Less: Equity-based compensation expense (1,377) Less: Provision for income taxes (1,555) Less: Other non-recurring items — Net loss attributable to stockholders and Former Parent $ (44,076) IV. For the Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 113,887 $ 44,751 $ 1,533 $ — $ — $ 30,404 $ 190,575 Expenses Operating expenses 63,933 41,578 12,264 466 10 29,980 148,231 General and administrative — — — — — 8,136 8,136 Acquisition and transaction expenses 579 — — 358 29 14,896 15,862 Management fees and incentive allocation to affiliate — — — — — 9,885 9,885 Depreciation and amortization 15,128 29,187 7,055 — — 1,081 52,451 Total expenses 79,640 70,765 19,319 824 39 63,978 234,565 Other (expense) income Equity in losses (earnings) of unconsolidated entities — — — (43,574) (4,529) 121 (47,982) Loss on sale of assets, net (134) — — — — — (134) Interest expense (143) (18,220) (1,060) — — (12,683) (32,106) Other (expense) income (976) (2,791) — (25) 1,553 95 (2,144) Total other expense (1,253) (21,011) (1,060) (43,599) (2,976) (12,467) (82,366) Income (loss) before income taxes 32,994 (47,025) (18,846) (44,423) (3,015) (46,041) (126,356) Provision for income taxes 2,391 2,251 — — — 444 5,086 Net income (loss) 30,603 (49,276) (18,846) (44,423) (3,015) (46,485) (131,442) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 6 (23,273) (862) — — (198) (24,327) Less: Dividends and accretion on redeemable preferred stock — — — — — 9,263 9,263 Net income (loss) attributable to stockholders and Former Parent $ 30,597 $ (26,003) $ (17,984) $ (44,423) $ (3,015) $ (55,550) $ (116,378) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent: Nine Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 50,793 $ 13,987 $ (10,826) $ 24,652 $ (1,643) $ (17,743) $ 59,220 Add: Non-controlling share of Adjusted EBITDA 12,034 Add: Equity in losses of unconsolidated entities (47,982) Less: Interest costs on pension and OPEB liabilities (896) Less: Dividends and accretion on redeemable preferred stock (9,263) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (22,002) Less: Interest expense (32,106) Less: Depreciation and amortization expense (52,451) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 1,058 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (15,862) Less: Equity-based compensation expense (3,042) Less: Provision for income taxes (5,086) Less: Other non-recurring items — Net loss attributable to stockholders and Former Parent $ (116,378) 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, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 59,165 $ 84,018 $ 4,893 $ 495 $ 22,616 $ 8,770 $ 179,957 Non-current assets 667,543 1,136,242 296,200 14,751 80,943 9,499 2,205,178 Total assets 726,708 1,220,260 301,093 15,246 103,559 18,269 2,385,135 Debt, net — 736,417 25,000 — — 557,064 1,318,481 Current liabilities 49,698 53,616 5,247 9,248 — 44,600 162,409 Non-current liabilities 53,421 794,366 28,361 7,823 — 557,900 1,441,871 Total liabilities 103,119 847,982 33,608 17,071 — 602,500 1,604,280 Redeemable preferred stock — — — — — 310,401 310,401 Non-controlling interests in equity of consolidated subsidiaries 2,152 (65,904) 340 — — — (63,412) Total equity 623,589 372,278 267,485 (1,825) 103,559 (894,632) 470,454 Total liabilities, redeemable preferred stock and equity $ 726,708 $ 1,220,260 $ 301,093 $ 15,246 $ 103,559 $ 18,269 $ 2,385,135 December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 56,631 $ 166,252 $ 16,888 $ 396 $ 20,747 $ 16,890 $ 277,804 Non-current assets 672,275 1,136,095 289,132 8,142 84,390 10,561 2,200,595 Total assets 728,906 1,302,347 306,020 8,538 105,137 27,451 2,478,399 Debt, net 10,000 732,145 25,000 — — 463,012 1,230,157 Current liabilities 51,902 81,147 5,958 906 — 19,668 159,581 Non-current liabilities 59,698 790,687 28,163 187,165 — 463,721 1,529,434 Total liabilities 111,600 871,834 34,121 188,071 — 483,389 1,689,015 Redeemable preferred stock — — — — — 264,590 264,590 Non-controlling interests in equity of consolidated subsidiaries 1,403 (33,048) 1,093 — — 3,723 (26,829) Total equity 617,306 430,513 271,899 (179,533) 105,137 (720,528) 524,794 Total liabilities, redeemable preferred stock and equity $ 728,906 $ 1,302,347 $ 306,020 $ 8,538 $ 105,137 $ 27,451 $ 2,478,399 |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
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 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, 2023, the Company has $60.1 million of dividends PIK increasing our Redeemable Preferred Stock balance. Dividends recorded in Dividends and accretion on redeemable preferred stock on the Consolidated and Combined Consolidated Statement of Operations totaled $14.3 million and $40.9 million for the three and nine months ended September 30, 2023, respectively, and $8.2 million for both the three and nine months ended September 30, 2022. 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 on redeemable preferred stock on the Consolidated and Combined Consolidated Statement of Operations, totaled $1.7 million and $4.9 million for the three and nine months ended September 30, 2023, respectively, and $1.1 million for both the three and nine months ended September 30, 2022. 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, 2023, it would be redeemable for $448.2 million. |
EARNINGS PER SHARE AND EQUITY
EARNINGS PER SHARE AND EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
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 and Former Parent by the weighted average number of common stock outstanding, plus any participating securities. Diluted LPS is calculated by dividing net loss attributable to stockholders or Former Parent 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) 2023 2022 2023 2022 Net loss $ (50,049) $ (43,194) $ (119,833) $ (131,442) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries (9,932) (8,381) (30,101) (24,327) Less: Dividends and accretion on redeemable preferred stock 15,984 9,263 45,811 9,263 Net loss attributable to stockholders/Former Parent $ (56,101) $ (44,076) $ (135,543) $ (116,378) Weighted Average Common Stock Outstanding - Basic (1) 102,820,651 102,730,033 102,800,818 102,730,033 Weighted Average Common Stock Outstanding - Diluted (1) 102,820,651 102,730,033 102,800,818 102,730,033 Loss per share: Basic $ (0.55) $ (0.43) $ (1.32) $ (1.13) Diluted (2) $ (0.55) $ (0.43) $ (1.32) $ (1.13) ________________________________________________________ (1) Three and nine months ended September 30, 2023 includes penny warrants which can be converted into a fixed amount of our stock. (2) Diluted LPS for the three and nine months ended September 30, 2023 includes the dilutive effect of subsidiary earnings per share. For the three and nine months ended September 30, 2023, 3,023,965 and 2,343,212 sha res, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive. On the Spin-off Date, FTAI distributed one share of FTAI Infrastructure, Inc. common stock for each FTAI common share held by FTAI’s shareholders of record as of the record date. As of that date, 99,387,467 shares were distributed. This number of shares is utilized for the calculation of basic and diluted loss per share for all periods presented prior to the spin-off. For the three and nine months ended September 30, 2022, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the spin-off, it is assumed that there are no dilutive equity instruments as there were no equity awards of FTAI Infrastructure, Inc. outstanding prior to the spin-off. Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2023 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2022 6,685,132 $ 5.01 Issued — — Expired — — Exercised — — Outstanding as of September 30, 2023 (1) 6,685,132 $ 4.95 Warrants exercisable as of September 30, 2023 (1) 6,685,132 $ 4.95 ________________________________________________________ (1) Weighted average exercise price as of September 30, 2023 includes adjustments for quarterly dividend payments. The weighted average remaining contractual term of the outstanding warrants as of September 30, 2023 is 6.8 years. The aggregate intrinsic value of the warrants as of September 30, 2023 is $10.7 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Dividends On October 26, 2023, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended September 30, 2023, payable on November 16, 2023 to the holders of record on November 9, 2023. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation: Unaudited Consolidated and Combined Consolidated Financial Statements The Company’s financial statements for the periods through the Spin-off Date are combined consolidated financial statements. The Company’s financial statements for the period after the Spin-off Date are consolidated financial statements based on the reported results of FTAI Infrastructure Inc. as a standalone company. The historical results of operations, financial position, and cash flows of FTAI Infrastructure represented in the combined consolidated financial statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position, and cash flows. Basis of Presentation: Prior to Spin-Off The Company’s financial statements for the periods through the Spin-off Date were prepared on a standalone basis as if the operations had been conducted independently from the Former Parent and have been derived from the consolidated financial statements and accounting records of the Former Parent. Accordingly, Former Parent’s net investment in our operations (Net Former Parent investment) was shown in lieu of stockholders’ equity in the accompanying combined consolidated financial statements, which include the historical operations comprising the infrastructure business of FTAI. Prior to the Spin-off Date, the combined consolidated financial statements include certain assets and liabilities that have historically been held by the Former Parent but are specifically identifiable or otherwise attributable to FTAI Infrastructure. All significant intercompany transactions between Former Parent and FTAI Infrastructure have been included as components of Net Former Parent investment in the combined consolidated financial statements, as they are to be considered effectively settled upon effectiveness of the spin-off. The combined consolidated financial statements are presented as if our businesses had been combined for all periods presented. Principles of Combination — FTAI Infrastructure has elected the principles of combined consolidated financial statements as the basis of presentation for the periods through the Spin-off Date due to common ownership and management of the entities, which includes the financial results of the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments. | |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Cash and Cash Equivalents reflected in the financial statements through the Spin-off Date are Cash and Cash Equivalents that were legally held by FTAI Infrastructure during the periods presented in the financial statements and are directly attributed to and used in the operations of FTAI Infrastructure. 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. | |
Debt and the Corresponding Interest Expense | Debt and the Corresponding Interest Expense — The Debt reflected in the financial statements through the Spin-off Date was debt that was directly attributable to, and legally incurred by, FTAI Infrastructure. The corresponding interest expense presented in the financial statements was derived solely from the Debt directly attributed to FTAI Infrastructure. | |
Corporate Function, Unaudited Interim Financial Information, Principles of Combination, and Principles of Consolidation | Corporate Function — For the periods through the Spin-off Date, the combined consolidated financial statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses. The Former Parent was externally managed by the Manager, which performed the Former Parent’s corporate function, and incurred a variety of expenses including, but not limited to, information technology, accounting, treasury, tax, legal, corporate finance and communications. For purposes of the Combined Consolidated Statements of Operations, an allocation of these expenses was included to reflect our portion of such corporate overhead from the Former Parent. The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure. These allocated costs were recorded in general and administrative, and acquisition and transaction expenses in the Combined Consolidated Statements of Operations. We believe the assumptions regarding allocations of the Former Parent’s Corporate expenses are reasonable. Nevertheless, the allocations may not be indicative of the actual expense that would have been incurred had FTAI Infrastructure operated as an independent, standalone public entity, nor are they indicative of the Company’s future expenses. Actual costs that may have been incurred if FTAI Infrastructure had been a standalone company would depend on a number of factors, including the organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The Former Parent funded FTAI Infrastructure’s operating and investing activities as needed. Cash transfers to and from the Former Parent are reflected in the Combined Consolidated Statements of Cash Flows as “Net transfers to Former Parent, net”. Refer to Note 13 for additional discussion on corporate costs allocated from the Former Parent that are included in these combined consolidated financial statements . Subsequent to the Spin-off Date, the Company operated as a standalone company based on actual expenses incurred. Unaudited Interim Financial Information — The accompanying interim Consolidated Balance Sheet as of September 30, 2023, the Consolidated and Combined Consolidated Statements of Operations, Comprehensive (Loss) Income and Changes in Equity for the three and nine months ended September 30, 2023 and 2022, and the Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited interim consolidated and combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of our management, the unaudited interim consolidated and combined consolidated financial statements include all adjustments necessary for the fair presentation of our financial position as of September 30, 2023, the results of operations, comprehensive (loss) income and changes in equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other period. 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 and combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from the Former Parent during the period prior to the spin-off. 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 — | |
Capitalized Interest | Capitalized Interest — | |
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, 2023. The carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $132.1 million, and $5.4 million, respectively, as of December 31, 2022. 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, 2022, 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 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, 2022. 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 and movements in future oil spreads. At October 1, 2022, approximately 4.3 million barrels of storage was operational with 1.9 million | |
Intangibles and amortization | Intangibles and Amortization — Intangible assets include the value of existing customer relationships acquired in connection with the acquisition of Jefferson Terminal and Transtar. | |
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 — | |
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. Additionally, other revenue includes revenue related to derivative trading activities. 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 55% and 52%, respectively, of total revenues for the three and nine months ended September 30, 2023 from one customer in the Railroad segment. Additionally, we earned 12% and 11%, respectively, of total revenues for the three and nine months ended September 30, 2023 from one customer in the Jefferson Terminal segment. We earned 44% and 54%, respectively, of total revenues for the three and nine months ended September 30, 2022 from one customer in the Railroad segment. We earned 10% of total revenues for both the three and nine months ended September 30, 2022 from one customer in the Jefferson Terminal segment. As of September 30, 2023 accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 53% of total accounts receivable, net. As of December 31, 2022, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 55% 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 — | |
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 and Combined 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 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, net in our Consolidated and Combined 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 and Combined 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 earnings (losses) of unconsolidated entities in the Consolidated and Combined Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in (losses) earnings of unconsolidated entities in our Consolidated and Combined Consolidated Statements of Cash Flows. | |
Income Taxes | Income Taxes — Prior to the spin-off, we were taxed as a disregarded entity for U.S. federal income tax purposes and our taxable income or loss generated was allocated to investors by our Former Parent, which was treated as a partnership for U.S. federal income tax purposes. In addition, certain of our subsidiaries were taxed as separate corporations for U.S. federal income tax purposes. The income tax provision included in the consolidated and combined consolidated financial statements prior to the spin-off was prepared on a separate return method. Post spin-off, FTAI Infrastructure’s tax structure, certain return elections and assertions are different, including a single consolidated federal tax filing in the U.S., and therefore the income taxes presented prior to the spin-off in the consolidated and combined consolidated financial statements are not expected to be indicative of the Company’s future income taxes. 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 provision for income taxes in the Consolidated and Combined 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). |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment, Useful Life | 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 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 Vehicles 5 - 7 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 N/A Property, plant and equipment, net is summarized as follows: September 30, 2023 December 31, 2022 Land, site improvements and rights $ 184,685 $ 183,640 Buildings and improvements 19,425 19,356 Bridges and Tunnels 173,868 173,868 Terminal machinery and equipment 1,225,754 1,141,505 Track and track related assets 101,170 100,068 Railroad equipment 9,016 8,463 Railcars and locomotives 84,481 100,200 Computer hardware and software 15,483 11,733 Furniture and fixtures 1,828 1,745 Construction in progress 96,361 127,941 Other 12,370 11,336 1,924,441 1,879,855 Less: Accumulated depreciation (260,080) (206,047) Property, plant and equipment, net $ 1,664,361 $ 1,673,808 Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense $ 17,976 $ 15,963 $ 54,070 $ 45,966 |
LEASING EQUIPMENT, NET (Tables)
LEASING EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lessor, Operating Leases | Leasing equipment, net is summarized as follows: September 30, 2023 December 31, 2022 Leasing equipment $ 44,039 $ 44,179 Less: Accumulated depreciation (10,074) (9,272) Leasing equipment, net $ 33,965 $ 34,907 |
Operating Lease, Lease Income | Depreciation expense for leasing equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense for leasing equipment $ 276 $ 276 $ 828 $ 828 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 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 Vehicles 5 - 7 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 N/A Property, plant and equipment, net is summarized as follows: September 30, 2023 December 31, 2022 Land, site improvements and rights $ 184,685 $ 183,640 Buildings and improvements 19,425 19,356 Bridges and Tunnels 173,868 173,868 Terminal machinery and equipment 1,225,754 1,141,505 Track and track related assets 101,170 100,068 Railroad equipment 9,016 8,463 Railcars and locomotives 84,481 100,200 Computer hardware and software 15,483 11,733 Furniture and fixtures 1,828 1,745 Construction in progress 96,361 127,941 Other 12,370 11,336 1,924,441 1,879,855 Less: Accumulated depreciation (260,080) (206,047) Property, plant and equipment, net $ 1,664,361 $ 1,673,808 Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense $ 17,976 $ 15,963 $ 54,070 $ 45,966 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 Intermodal Finance I, Ltd. Equity method 51% $ — $ — Long Ridge Energy & Power LLC (1) Equity method 50% — — GM-FTAI Holdco LLC Equity method See below 60,622 68,025 Clean Planet Energy USA LLC Equity method 50% 9,521 5,564 $ 70,143 $ 73,589 ________________________________________________________ (1) The carrying value of $(7.8) million and $(187.2) million as of September 30, 2023 and December 31, 2022 is included in Other liabilities in the Consolidated Balance Sheets. The following table presents our proportionate share of equity in earnings (losses): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intermodal Finance I, Ltd. $ 10 $ 33 $ 44 $ 121 Long Ridge Energy & Power LLC (7,057) (9,222) 2,343 (43,574) GM-FTAI Holdco LLC (2,303) (2,399) (7,403) (3,520) Clean Planet Energy USA LLC (564) (492) (2,157) (1,009) Total $ (9,914) $ (12,080) $ (7,173) $ (47,982) |
Equity Method Investments Financial Information | The tables below present summarized financial information for Long Ridge Energy & Power LLC: (Unaudited) September 30, 2023 December 31, 2022 Balance Sheet Assets Current assets: Cash and cash equivalents $ 2,489 $ 2,192 Restricted cash 40,598 20,732 Accounts receivable 7,730 31,727 Other current assets 1,314 5,732 Total current assets 52,131 60,383 Property plant & equipment 834,745 827,886 Intangible assets 4,275 4,560 Goodwill 86,460 86,460 Other assets 7,849 8,540 Total assets $ 985,460 $ 987,829 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 48,370 $ 87,498 Debt, net 4,450 38,526 Derivative liabilities 59,444 125,134 Other current liabilities 5,355 913 Total current liabilities 117,619 252,071 Debt, net 697,625 599,499 Derivative liabilities 346,336 557,708 Other liabilities 6,197 6,932 Total liabilities 1,167,777 1,416,210 Equity Shareholders' equity (32,209) (273,597) Accumulated deficit (150,108) (154,784) Total equity (182,317) (428,381) Total liabilities and equity $ 985,460 $ 987,829 Three Months Ended September 30, Nine Months Ended September 30, Income Statement 2023 2022 2023 2022 Total revenue $ 29,208 $ 27,277 $ 132,067 $ 42,320 Expenses Operating expenses 15,232 19,057 44,011 51,413 Depreciation and amortization 12,206 13,226 38,589 38,223 Interest expense 15,832 13,413 44,997 39,455 Total expenses 43,270 45,696 127,597 129,091 Total other income (expense) (24) 11 207 (202) Net (loss) income $ (14,086) $ (18,408) $ 4,677 $ (86,973) |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Liabilities Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets and Liabilities | Intangible assets, net are summarized as follows: September 30, 2023 Jefferson Terminal Railroad Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization (32,256) (8,740) (40,996) Intangible assets, net $ 3,257 $ 51,260 $ 54,517 December 31, 2022 Jefferson Terminal Railroad Total Intangible assets Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization (29,591) (5,727) (35,318) Intangible assets, net $ 5,922 $ 54,273 $ 60,195 |
Schedule of Intangible Assets and Liabilities | Amortization of customer relationships is included in Depreciation and amortization in the Consolidated and Combined Consolidated Statements of Operations and is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of customer relationships $ 1,898 $ 1,897 $ 5,679 $ 5,657 |
Schedule of Net Annual Amortization of Intangibles | As of September 30, 2023, estimated net annual amortization of intangibles is as follows: Remainder of 2023 $ 1,888 2024 6,370 2025 4,000 2026 4,000 2027 4,000 Thereafter 34,259 Total $ 54,517 |
DEBT, NET (Tables)
DEBT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 Loans payable DRP Revolver (1) (i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Term SOFR) 11/5/24 $ 25,000 $ 25,000 EB-5 Loan Agreement 5.75% (i) 1/25/26 63,800 62,200 Transtar Revolver (2) (i) Base Rate + 2.00%; or (ii) Adjusted Term SOFR + 3.00% 12/27/25 — 10,000 Total loans payable 88,800 97,200 Bonds payable Series 2020 Bonds (i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00% (iii) Taxable Series 2020B Bonds: 6.00% (i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25 263,980 263,980 Series 2021 Bonds (i) Series 2021A Bonds: 1.875% to 3.000% (ii) Series 2021B Bonds: 4.100% (i) 1/1/26 to 1/1/50 (ii) 1/1/28 425,000 425,000 Senior Notes due 2027 (3) 10.500% 6/1/27 573,800 474,828 Total bonds payable 1,262,780 1,163,808 Total Debt 1,351,580 1,261,008 Less: Debt issuance costs (33,099) (30,851) Total debt, net $ 1,318,481 $ 1,230,157 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) Required a quarterly commitment fee at a rate of 0.500% on the average daily unused portion, as well as customary letter of credit fees and agency fees. (3) Includes an unamortized discount of $26,200 and $25,172 at September 30, 2023 and December 31, 2022, respectively. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022, 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, 2023 September 30, 2023 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 24,447 $ 24,447 $ — $ — Market Restricted cash 53,477 53,477 — — Market Note receivable 10,800 — 10,800 — Market Total assets $ 88,724 $ 77,924 $ 10,800 $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2022 December 31, 2022 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 36,486 $ 36,486 $ — $ — Market Restricted cash 113,156 113,156 — — Market Derivative assets 1,125 — 1,125 — Income Total $ 150,767 $ 149,642 $ 1,125 $ — |
Fair Value, by Balance Sheet Grouping | The fair value of our bonds and notes payable reported as debt, net in the Consolidated Balance Sheets are presented in the table below: September 30, 2023 December 31, 2022 Series 2020 A Bonds (1) $ 127,317 $ 139,101 Series 2020 B Bonds (1) 74,316 74,543 Series 2021 A Bonds (1) 142,646 152,848 Series 2021 B Bonds (1) 159,398 163,238 Senior Notes due 2027 598,506 498,035 ________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Three Months Ended September 30, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition 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 Power and Gas Sustainability and Energy Transition 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 Three Months Ended September 30, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 449 $ 309 $ — $ — $ — $ — $ 758 Rail revenues 38,737 — — — — — 38,737 Terminal services revenues — 16,868 96 — — — 16,964 Roadside services revenues — — — — — 20,317 20,317 Other revenue — — 1,783 — — — 1,783 Total revenues $ 39,186 $ 17,177 $ 1,879 $ — $ — $ 20,317 $ 78,559 Nine Months Ended September 30, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Lease income $ 1,490 $ 975 $ — $ — $ — $ — $ 2,465 Rail revenues 112,397 — 86 — — — 112,483 Terminal services revenues — 43,776 199 — — — 43,975 Roadside services revenues — — — — — 30,404 30,404 Other revenue — — 1,248 — — — 1,248 Total revenues $ 113,887 $ 44,751 $ 1,533 $ — $ — $ 30,404 $ 190,575 |
Operating Lease, Lease Income | Presented below are the contracted minimum future annual revenues to be received under existing operating leases within the Jefferson Terminal segment as of September 30, 2023: Operating Leases Remainder of 2023 $ 3,296 2024 12,873 2025 12,595 2026 12,557 2027 12,136 Thereafter — Total $ 53,457 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: 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) 2023 2022 2023 2022 Restricted Shares $ 202 $ 430 $ 949 $ 1,506 $ — 0.0 Common Units 362 947 1,072 1,536 1,951 0.7 Total $ 564 $ 1,377 $ 2,021 $ 3,042 $ 1,951 The following table presents the expense related to our restricted stock units to subsidiary employees: 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) 2023 2022 2023 2022 Restricted Stock Units $ 3,713 $ — $ 3,713 $ — $ 9,890 2.4 Total $ 3,713 $ — $ 3,713 $ — $ 9,890 |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | The following table summarizes our retirement benefit plan costs. Service costs are recorded in Operating expenses, while interest and amortization costs are recorded in Other (expense) income within the Consolidated and Combined Consolidated Statements of Operations. Three Months Ended September 30, 2023 2022 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 348 $ 446 $ 438 $ 538 Interest costs 117 374 74 225 Amortization of prior service costs — 34 — — Amortization of actuarial gains (46) — — — Total $ 419 $ 854 $ 512 $ 763 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 and Combined Consolidated Statements of Operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Current: Federal $ — $ (62) $ — $ — State and local (30) 93 412 235 Foreign — — — — Total current provision (30) 31 412 235 Deferred: Federal 89 1,225 1,229 3,832 State and local (51) 299 919 1,019 Foreign — — — — Total deferred provision 38 1,524 2,148 4,851 Provision for income taxes $ 8 $ 1,555 $ 2,560 $ 5,086 |
MANAGEMENT AGREEMENT AND AFFI_2
MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated and combined consolidated financial statements: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Management fee $ 3,238 $ 2,659 $ 9,304 $ 9,885 Income Incentive Fee — — — — Capital Gains Incentive Fee — — — — Total $ 3,238 $ 2,659 $ 9,304 $ 9,885 The following table summarizes our reimbursements to the Manager: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Classification in the Consolidated and Combined Consolidated Statements of Operations: General and administrative $ 1,143 $ 581 $ 4,077 $ 2,809 Acquisition and transaction expenses 374 49 731 899 Total $ 1,517 $ 630 $ 4,808 $ 3,708 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, 2023 December 31, 2022 Accrued management fees $ 7,343 $ 3,092 Other payables $ 3,583 $ — 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, 2023 2022 2023 2022 Non-controlling interest share of net loss $ (10,818) $ (8,002) $ (30,051) $ (23,273) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Three Months Ended September 30, 2023 Ports 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 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 on 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) Three Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 39,186 $ 17,177 $ 1,879 $ — $ — $ 20,317 $ 78,559 Expenses Operating expenses 22,003 14,194 4,266 298 — 20,173 60,934 General and administrative — — — — — 3,208 3,208 Acquisition and transaction expenses 224 — — 358 — 2,172 2,754 Management fees and incentive allocation to affiliate — — — — — 2,659 2,659 Depreciation and amortization 5,337 9,748 2,310 — — 741 18,136 Total expenses 27,564 23,942 6,576 656 — 28,953 87,691 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (9,222) (2,891) 33 (12,080) Loss on sale of assets, net (134) — — — — — (134) Interest expense (64) (5,983) (432) — — (12,682) (19,161) Other (expense) income (311) (1,401) — (25) 473 132 (1,132) Total other expense (509) (7,384) (432) (9,247) (2,418) (12,517) (32,507) Income (loss) before income taxes 11,113 (14,149) (5,129) (9,903) (2,418) (21,153) (41,639) (Benefit from) provision for income taxes (942) 2,114 — — (61) 444 1,555 Net income (loss) 12,055 (16,263) (5,129) (9,903) (2,357) (21,597) (43,194) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 6 (8,002) (212) — — (173) (8,381) Less: Dividends and accretion on redeemable preferred stock — — — — 9,263 9,263 Net income (loss) attributable to stockholders and Former Parent $ 12,049 $ (8,261) $ (4,917) $ (9,903) $ (2,357) $ (30,687) $ (44,076) |
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, 2023 Ports 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 costs on pension and OPEB liabilities (480) Less: Dividends and accretion on 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) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent: Three Months Ended September 30, 2022 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 18,419 $ 6,023 $ (2,471) $ 11,253 $ (1,340) $ (5,780) $ 26,104 Add: Non-controlling share of Adjusted EBITDA 4,502 Add: Equity in losses of unconsolidated entities (12,080) Less: Interest costs on pension and OPEB liabilities (896) Less: Dividends and accretion on redeemable preferred stock (9,263) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (9,770) Less: Interest expense (19,161) Less: Depreciation and amortization expense (18,136) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 310 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (2,754) Less: Equity-based compensation expense (1,377) Less: Provision for income taxes (1,555) Less: Other non-recurring items — Net loss attributable to stockholders and Former Parent $ (44,076) |
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, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 59,165 $ 84,018 $ 4,893 $ 495 $ 22,616 $ 8,770 $ 179,957 Non-current assets 667,543 1,136,242 296,200 14,751 80,943 9,499 2,205,178 Total assets 726,708 1,220,260 301,093 15,246 103,559 18,269 2,385,135 Debt, net — 736,417 25,000 — — 557,064 1,318,481 Current liabilities 49,698 53,616 5,247 9,248 — 44,600 162,409 Non-current liabilities 53,421 794,366 28,361 7,823 — 557,900 1,441,871 Total liabilities 103,119 847,982 33,608 17,071 — 602,500 1,604,280 Redeemable preferred stock — — — — — 310,401 310,401 Non-controlling interests in equity of consolidated subsidiaries 2,152 (65,904) 340 — — — (63,412) Total equity 623,589 372,278 267,485 (1,825) 103,559 (894,632) 470,454 Total liabilities, redeemable preferred stock and equity $ 726,708 $ 1,220,260 $ 301,093 $ 15,246 $ 103,559 $ 18,269 $ 2,385,135 December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 56,631 $ 166,252 $ 16,888 $ 396 $ 20,747 $ 16,890 $ 277,804 Non-current assets 672,275 1,136,095 289,132 8,142 84,390 10,561 2,200,595 Total assets 728,906 1,302,347 306,020 8,538 105,137 27,451 2,478,399 Debt, net 10,000 732,145 25,000 — — 463,012 1,230,157 Current liabilities 51,902 81,147 5,958 906 — 19,668 159,581 Non-current liabilities 59,698 790,687 28,163 187,165 — 463,721 1,529,434 Total liabilities 111,600 871,834 34,121 188,071 — 483,389 1,689,015 Redeemable preferred stock — — — — — 264,590 264,590 Non-controlling interests in equity of consolidated subsidiaries 1,403 (33,048) 1,093 — — 3,723 (26,829) Total equity 617,306 430,513 271,899 (179,533) 105,137 (720,528) 524,794 Total liabilities, redeemable preferred stock and equity $ 728,906 $ 1,302,347 $ 306,020 $ 8,538 $ 105,137 $ 27,451 $ 2,478,399 |
EARNINGS PER SHARE AND EQUITY (
EARNINGS PER SHARE AND EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) 2023 2022 2023 2022 Net loss $ (50,049) $ (43,194) $ (119,833) $ (131,442) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries (9,932) (8,381) (30,101) (24,327) Less: Dividends and accretion on redeemable preferred stock 15,984 9,263 45,811 9,263 Net loss attributable to stockholders/Former Parent $ (56,101) $ (44,076) $ (135,543) $ (116,378) Weighted Average Common Stock Outstanding - Basic (1) 102,820,651 102,730,033 102,800,818 102,730,033 Weighted Average Common Stock Outstanding - Diluted (1) 102,820,651 102,730,033 102,800,818 102,730,033 Loss per share: Basic $ (0.55) $ (0.43) $ (1.32) $ (1.13) Diluted (2) $ (0.55) $ (0.43) $ (1.32) $ (1.13) ________________________________________________________ (1) Three and nine months ended September 30, 2023 includes penny warrants which can be converted into a fixed amount of our stock. (2) Diluted LPS for the three and nine months ended September 30, 2023 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, 2023 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2022 6,685,132 $ 5.01 Issued — — Expired — — Exercised — — Outstanding as of September 30, 2023 (1) 6,685,132 $ 4.95 Warrants exercisable as of September 30, 2023 (1) 6,685,132 $ 4.95 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended | ||||
Sep. 30, 2023 freightRailroad | Sep. 30, 2023 switchingCompany | Sep. 30, 2023 venture | Sep. 30, 2023 segment | Aug. 01, 2022 | |
Segment Reporting Information [Line Items] | |||||
Number of ventures | venture | 2 | ||||
Number of reportable segments | segment | 5 | ||||
Common stock, convertible, conversion ratio | 1 | ||||
Railroad | |||||
Segment Reporting Information [Line Items] | |||||
Number of segment components | 5 | 1 |
BASIS OF PRESENTATION AND SUM_4
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, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 bbl | |
Accounting Policies [Line Items] | ||||||
Total assets | $ 2,385,135,000 | $ 2,385,135,000 | $ 2,478,399,000 | |||
Liabilities | 1,604,280,000 | 1,604,280,000 | 1,689,015,000 | |||
Capitalized interest | 1,100,000 | $ 2,600,000 | 3,900,000 | $ 6,900,000 | ||
Repairs and maintenance costs | 5,300,000 | 3,900,000 | 14,500,000 | 9,300,000 | ||
Goodwill | 275,367,000 | $ 275,367,000 | $ 260,252,000 | |||
Barrels for storage capacity in operation | bbl | 4.3 | |||||
Number of barrels for storage, under construction | bbl | 1.9 | |||||
Goodwill, impairment | $ 0 | 0 | ||||
Intangible asset, weighted average remaining amortization period | 144 months | 144 months | 148 months | |||
Unamortized deferred financing costs | $ 33,099,000 | $ 33,099,000 | $ 30,851,000 | |||
Amortization of deferred financing costs | 1,800,000 | $ 1,300,000 | 4,910,000 | $ 2,950,000 | ||
Environmental liabilities | 500,000 | 500,000 | 4,100,000 | |||
Insurance premium liabilities | 3,400,000 | 3,400,000 | 6,200,000 | |||
Other current assets | 37,340,000 | 37,340,000 | 67,355,000 | |||
Other assets | 38,363,000 | 38,363,000 | 26,829,000 | |||
Security Deposit | 7,500,000 | 7,500,000 | 0 | |||
Deferred Revenue, Current | 5,200,000 | 5,200,000 | $ 3,300,000 | |||
Measurement Input, Discount Rate | Goodwill | ||||||
Accounting Policies [Line Items] | ||||||
Alternative investment, measurement input | 0.095 | |||||
Measurement Input, Growth Rate | Goodwill | ||||||
Accounting Policies [Line Items] | ||||||
Alternative investment, measurement input | 0.020 | |||||
Jefferson Terminal | ||||||
Accounting Policies [Line Items] | ||||||
Goodwill | 122,700,000 | 122,700,000 | $ 122,700,000 | |||
Railroad | ||||||
Accounting Policies [Line Items] | ||||||
Goodwill | 147,200,000 | 147,200,000 | 132,100,000 | |||
Corporate and Other [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Goodwill | $ 5,400,000 | $ 5,400,000 | 5,400,000 | |||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 5 years | 5 years | ||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 15 years | 15 years | ||||
CarbonFree | ||||||
Accounting Policies [Line Items] | ||||||
Other assets | $ 10,800,000 | $ 10,800,000 | 10,800,000 | |||
Other Assets | ||||||
Accounting Policies [Line Items] | ||||||
Commodities inventory | 300,000 | 300,000 | 3,600,000 | |||
Purchase deposits | 1,900,000 | 1,900,000 | 22,800,000 | |||
Notes receivable | 21,400,000 | 21,400,000 | 20,000,000 | |||
Other current assets | 2,700,000 | 2,700,000 | 4,500,000 | |||
Prepaid expense | $ 11,000,000 | $ 11,000,000 | $ 16,400,000 | |||
Customer One | Customer Concentration Risk | Sales Revenue, Segment | Jefferson Terminal | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk | 10% | 12% | 10% | |||
Customer One | Customer Concentration Risk | Sales Revenue, Segment | Railroad | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk | 55% | 44% | 52% | 54% | ||
Three Customers | Customer Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk | 53% | 55% | ||||
Delaware River Partners LLC | Variable Interest Entity, Primary Beneficiary | ||||||
Accounting Policies [Line Items] | ||||||
Interest held in VIE, as a percentage | 100% | |||||
Total assets | $ 301,100,000 | $ 301,100,000 | $ 306,000,000 | |||
Liabilities | $ 33,600,000 | $ 33,600,000 | $ 34,100,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Life (Details) | Sep. 30, 2023 |
Variable Interest Entity, Primary Beneficiary | Delaware River Partners LLC | |
Property, Plant and Equipment [Line Items] | |
Ownership Percentage | 98% |
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 |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated remaining useful life in years | 5 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated remaining useful life in years | 7 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 |
LEASING EQUIPMENT, NET (Details
LEASING EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Leases [Line Items] | |||||
Leasing equipment, net | $ 33,965 | $ 33,965 | $ 34,907 | ||
Leasing Equipment | |||||
Leases [Line Items] | |||||
Leasing equipment | 44,039 | 44,039 | 44,179 | ||
Less: Accumulated depreciation | (10,074) | (10,074) | (9,272) | ||
Leasing equipment, net | 33,965 | 33,965 | $ 34,907 | ||
Depreciation expense for leasing equipment | $ 276 | $ 276 | $ 828 | $ 828 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,924,441 | $ 1,879,855 |
Less: Accumulated depreciation | (260,080) | (206,047) |
Property, plant and equipment, net | 1,664,361 | 1,673,808 |
Land, site improvements and rights | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 184,685 | 183,640 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 96,361 | 127,941 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,425 | 173,868 |
Bridges and Tunnels | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 173,868 | 19,356 |
Terminal machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,225,754 | 1,141,505 |
Track and track related assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 101,170 | 100,068 |
Railroad equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,016 | 8,463 |
Railcars and locomotives | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 84,481 | 100,200 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,483 | 11,733 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,828 | 1,745 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,370 | $ 11,336 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation expense for property, plant and equipment: | ||||
Depreciation expense | $ 17,976 | $ 15,963 | $ 54,070 | $ 45,966 |
INVESTMENTS - Ownership Carryin
INVESTMENTS - Ownership Carrying Values (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | ||||
Carrying Value | $ 70,143 | $ 73,589 | ||
Intermodal Finance I, Ltd. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Percentage | 51% | 51% | ||
Carrying Value | $ 0 | 0 | ||
Long Ridge Energy & Power LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Percentage | 50% | |||
Carrying Value | $ 0 | 0 | ||
Long Ridge Energy & Power LLC | Other Liabilities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying Value | $ (7,800) | (187,200) | ||
GM-FTAI Holdco LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Percentage | 27% | |||
Carrying Value | $ 60,622 | 68,025 | ||
Clean Planet Energy USA LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Percentage | 50% | 50% | ||
Carrying Value | $ 9,521 | $ 5,564 |
INVESTMENTS - Share of Equity o
INVESTMENTS - Share of Equity of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in losses of unconsolidated entities | $ (9,914) | $ (12,080) | $ (7,173) | $ (47,982) |
Intermodal Finance I, Ltd. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in losses of unconsolidated entities | 10 | 33 | 44 | 121 |
Long Ridge Energy & Power LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in losses of unconsolidated entities | (7,057) | (9,222) | 2,343 | (43,574) |
GM-FTAI Holdco LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in losses of unconsolidated entities | (2,303) | (2,399) | (7,403) | (3,520) |
Clean Planet Energy USA LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in losses of unconsolidated entities | $ (564) | $ (492) | $ (2,157) | $ (1,009) |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) | Sep. 30, 2023 USD ($) shippingContainer | Dec. 31, 2012 | Dec. 31, 2022 USD ($) | Oct. 01, 2022 | Jun. 15, 2022 | Jul. 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Existing substantive participation rights percentage | 49% | ||||||||||
Carrying value | $ 70,143 | $ 73,589 | |||||||||
FYX Trust Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership percentage | 100% | ||||||||||
FYX Trust Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase price | $ 4,400 | ||||||||||
Intermodal Finance I, Ltd. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 51% | 51% | |||||||||
Number of components owned in portfolio | shippingContainer | 211 | ||||||||||
Carrying value | $ 0 | 0 | |||||||||
Long Ridge Energy & Power LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 50% | ||||||||||
Ownership percentage sold | 49.90% | ||||||||||
Proceeds from sale of equity method investments | $ 150,000 | ||||||||||
Note receivable | 13% | ||||||||||
Investment in promissory notes and loans | $ 51,000 | ||||||||||
Note receivable | 83,500 | ||||||||||
Carrying value | $ 0 | 0 | |||||||||
GM-FTAI Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 27% | ||||||||||
Payments to acquire equity method investments | $ 52,500 | ||||||||||
Carrying value | $ 60,622 | 68,025 | |||||||||
GM-FTAI Holdco LLC | Class A | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 1% | ||||||||||
Increase in ownership percentage from exchange of share | 20% | ||||||||||
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% | ||||||||||
GM-FTAI Holdco LLC | Class B | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 50% | ||||||||||
GM-FTAI Holdco LLC | Class B | Aleon Renewable Metals LLC (“Aleon”) | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 50% | ||||||||||
Gladieux Metals Recycling (“GMR”) | GM-FTAI Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 100% | ||||||||||
Aleon Renewable Metals LLC (“Aleon”) | GM-FTAI Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 100% | ||||||||||
Clean Planet Energy USA LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 50% | 50% | |||||||||
Payments to acquire equity method investments | $ 1,000 | ||||||||||
Carrying value | $ 9,521 | $ 5,564 | |||||||||
FYX Trust Holdco LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership Percentage | 14% | ||||||||||
Payments to acquire equity method investments | $ 4,600 | ||||||||||
Carrying value | $ 1,300 | ||||||||||
Equity method investment, additional percentage acquired | 51% |
INVESTMENTS - Equity Method Inv
INVESTMENTS - Equity Method Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Assets | |||||||
Cash and cash equivalents | $ 24,447 | $ 24,447 | $ 36,486 | ||||
Restricted cash | 53,477 | 53,477 | 113,156 | ||||
Accounts receivable, net | 64,693 | 64,693 | 60,807 | ||||
Other current assets | 37,340 | 37,340 | 67,355 | ||||
Total current assets | 179,957 | 179,957 | 277,804 | ||||
Property, plant, and equipment, net | 1,664,361 | 1,664,361 | 1,673,808 | ||||
Intangible assets | 54,517 | 54,517 | 60,195 | ||||
Goodwill | 275,367 | 275,367 | 260,252 | ||||
Other assets | 38,363 | 38,363 | 26,829 | ||||
Total assets | 2,385,135 | 2,385,135 | 2,478,399 | ||||
Liabilities | |||||||
Accounts payable and accrued liabilities | 135,820 | 135,820 | 136,048 | ||||
Current debt, net | 1,318,481 | 1,318,481 | 1,230,157 | ||||
Other current liabilities | 19,658 | 19,658 | 16,488 | ||||
Current liabilities | 162,409 | 162,409 | 159,581 | ||||
Debt, net | 1,318,481 | 1,318,481 | 1,230,157 | ||||
Total liabilities | 1,604,280 | 1,604,280 | 1,689,015 | ||||
Equity | |||||||
Accumulated deficit | (150,569) | (150,569) | (60,837) | ||||
Total liabilities and equity | 2,385,135 | 2,385,135 | 2,478,399 | ||||
Income Statement [Abstract] | |||||||
Total revenues | 80,706 | $ 78,559 | 239,032 | $ 190,575 | |||
Operating expenses | 68,416 | 60,934 | 196,353 | 148,231 | |||
Depreciation and amortization | 20,150 | 18,136 | 60,577 | 52,451 | |||
Interest expense | 25,999 | 19,161 | 73,431 | 32,106 | |||
Total expenses | 94,938 | 87,691 | 277,919 | 234,565 | |||
Total other income (expense) | (35,809) | (32,507) | (78,386) | (82,366) | |||
Net loss | (50,049) | (43,194) | $ (69,784) | $ (88,248) | (119,833) | (131,442) | |
Long Ridge Energy & Power LLC | |||||||
Assets | |||||||
Cash and cash equivalents | 2,489 | 2,489 | 2,192 | ||||
Restricted cash | 40,598 | 40,598 | 20,732 | ||||
Accounts receivable, net | 7,730 | 7,730 | 31,727 | ||||
Other current assets | 1,314 | 1,314 | 5,732 | ||||
Total current assets | 52,131 | 52,131 | 60,383 | ||||
Property, plant, and equipment, net | 834,745 | 834,745 | 827,886 | ||||
Intangible assets | 4,275 | 4,275 | 4,560 | ||||
Goodwill | 86,460 | 86,460 | 86,460 | ||||
Other assets | 7,849 | 7,849 | 8,540 | ||||
Total assets | 985,460 | 985,460 | 987,829 | ||||
Liabilities | |||||||
Accounts payable and accrued liabilities | 48,370 | 48,370 | 87,498 | ||||
Current debt, net | 4,450 | 4,450 | 38,526 | ||||
Derivative liabilities | 59,444 | 59,444 | 125,134 | ||||
Other current liabilities | 5,355 | 5,355 | 913 | ||||
Current liabilities | 117,619 | 117,619 | 252,071 | ||||
Debt, net | 697,625 | 697,625 | 599,499 | ||||
Derivative liabilities | 346,336 | 346,336 | 557,708 | ||||
Other liabilities | 6,197 | 6,197 | 6,932 | ||||
Total liabilities | 1,167,777 | 1,167,777 | 1,416,210 | ||||
Equity | |||||||
Shareholders' equity | (32,209) | (32,209) | (273,597) | ||||
Accumulated deficit | (150,108) | (150,108) | (154,784) | ||||
Total equity | (182,317) | (182,317) | (428,381) | ||||
Total liabilities and equity | 985,460 | 985,460 | $ 987,829 | ||||
Income Statement [Abstract] | |||||||
Total revenues | 29,208 | 27,277 | 132,067 | 42,320 | |||
Operating expenses | 15,232 | 19,057 | 44,011 | 51,413 | |||
Depreciation and amortization | 12,206 | 13,226 | 38,589 | 38,223 | |||
Interest expense | 15,832 | 13,413 | 44,997 | 39,455 | |||
Total expenses | 43,270 | 45,696 | 127,597 | 129,091 | |||
Total other income (expense) | (24) | 11 | 207 | (202) | |||
Net loss | $ (14,086) | $ (18,408) | $ 4,677 | $ (86,973) |
INTANGIBLE ASSETS, NET - Summar
INTANGIBLE ASSETS, NET - Summarized Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible assets: | ||
Intangible assets | $ 95,513 | $ 95,513 |
Less: Accumulated amortization | (40,996) | (35,318) |
Intangible assets, net | 54,517 | 60,195 |
Jefferson Terminal | ||
Intangible assets: | ||
Intangible assets | 35,513 | 35,513 |
Less: Accumulated amortization | (32,256) | (29,591) |
Intangible assets, net | 3,257 | 5,922 |
Railroad | ||
Intangible assets: | ||
Intangible assets | 60,000 | 60,000 |
Less: Accumulated amortization | (8,740) | (5,727) |
Intangible assets, net | $ 51,260 | $ 54,273 |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Liabilities Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of customer relationships | $ 1,898 | $ 1,897 | $ 5,679 | $ 5,657 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2023 | $ 1,888 | |
2024 | 6,370 | |
2025 | 4,000 | |
2026 | 4,000 | |
2027 | 4,000 | |
Thereafter | 34,259 | |
Intangible assets, net | $ 54,517 | $ 60,195 |
DEBT, NET - Schedule of Debt (D
DEBT, NET - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2023 | Jul. 05, 2023 | Jan. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 27, 2022 | |
Debt Instrument [Line Items] | |||||||
Total Debt | $ 1,351,580 | $ 1,351,580 | $ 1,261,008 | ||||
Less: Debt issuance costs | (33,099) | (33,099) | (30,851) | ||||
Total debt, net | 1,318,481 | 1,318,481 | 1,230,157 | ||||
Total debt due within one year | 0 | 0 | 0 | ||||
Current debt, net | 1,318,481 | 1,318,481 | 1,230,157 | ||||
Transtar Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | 0 | 0 | $ 50,000 | $ 25,000 | 10,000 | $ 25,000 | |
Bridge Loan | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | 25,000 | 25,000 | |||||
Loans payable | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | 88,800 | 88,800 | 97,200 | ||||
Loans payable | DRP Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | 25,000 | $ 25,000 | 25,000 | ||||
Basis spread | 2.75% | ||||||
Quarterly commitment fee rate | 1% | ||||||
Loans payable | EB-5 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | $ 63,800 | $ 63,800 | 62,200 | ||||
Stated Interest Rate | 5.75% | 5.75% | |||||
Loans payable | Transtar Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Quarterly commitment fee rate | 0.50% | ||||||
Bonds payable | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | $ 1,262,780 | $ 1,262,780 | 1,163,808 | ||||
Bonds payable | Series 2020 Bonds | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | $ 263,980 | $ 263,980 | 263,980 | ||||
Bonds payable | Series 2020 Bonds Due 2035 | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 3.625% | 3.625% | |||||
Bonds payable | Series 2020 Bonds Due 2050 | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 4% | 4% | |||||
Bonds payable | Series 2020 Bonds Due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 6% | 6% | |||||
Bonds payable | Series 2021 Bonds | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | $ 425,000 | $ 425,000 | 425,000 | ||||
Bonds payable | Series 2021A Bonds Due 2026 Through 2041 | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 1.875% | 1.875% | |||||
Bonds payable | Series 2021A Bonds Due 2050 | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 3% | 3% | |||||
Bonds payable | Series 2021B Bonds | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 4.10% | 4.10% | |||||
Bonds payable | Senior Notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Total Debt | $ 573,800 | $ 573,800 | $ 100,000 | 474,828 | |||
Stated Interest Rate | 10.50% | 10.50% | |||||
Unamortized discount | $ 26,200 | $ 26,200 | $ 25,172 | ||||
Base Rate | Loans payable | Transtar Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2% | ||||||
Secured Overnight Financing Rate (SOFR) | Loans payable | DRP Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 3.75% | ||||||
Secured Overnight Financing Rate (SOFR) | Loans payable | Transtar Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 3% |
DEBT, NET - Narrative (Details)
DEBT, NET - Narrative (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Jul. 05, 2023 USD ($) | Jan. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 27, 2022 USD ($) |
Debt Instrument [Line Items] | ||||||
Total Debt | $ 1,351,580 | $ 1,261,008 | ||||
Loans payable | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | 88,800 | 97,200 | ||||
Bonds payable | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | 1,262,780 | 1,163,808 | ||||
Transtar Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | 0 | $ 50,000 | $ 25,000 | 10,000 | $ 25,000 | |
Senior Notes due 2027 | Bonds payable | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 573,800 | $ 100,000 | $ 474,828 | |||
Stated Interest Rate | 10.50% | |||||
Debt Instrument Issuance Price | 0.9550 | |||||
Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 25,000 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Notes receivable | $ 10,800 | |
Total assets | 88,724 | $ 150,767 |
Level 1 | ||
Assets | ||
Total assets | 77,924 | 149,642 |
Level 2 | ||
Assets | ||
Total assets | 10,800 | 1,125 |
Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Market | ||
Assets | ||
Cash and cash equivalents | 24,447 | 36,486 |
Restricted cash | 53,477 | 113,156 |
Market | Level 1 | ||
Assets | ||
Cash and cash equivalents | 24,447 | 36,486 |
Restricted cash | 53,477 | 113,156 |
Notes receivable | 0 | |
Market | Level 2 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Notes receivable | 10,800 | |
Market | Level 3 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Notes receivable | $ 0 | |
Income | ||
Assets | ||
Derivative assets | 1,125 | |
Income | Level 1 | ||
Assets | ||
Derivative assets | 0 | |
Income | Level 2 | ||
Assets | ||
Derivative assets | 1,125 | |
Income | Level 3 | ||
Assets | ||
Derivative assets | $ 0 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value by Balance Sheet Grouping) (Details) - Estimate of Fair Value Measurement - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Series A 2020 Bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | $ 127,317 | $ 139,101 |
Series B 2020 Bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 74,316 | 74,543 |
Series A 2021 Bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 142,646 | 152,848 |
Series B 2021 Bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 159,398 | 163,238 |
Senior Notes due 2027 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | $ 598,506 | $ 498,035 |
REVENUES - Components of Revenu
REVENUES - Components of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 80,706 | $ 78,559 | $ 239,032 | $ 190,575 |
Employer contributions | 1,500 | 1,400 | ||
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,145 | 20,317 | 54,230 | 30,404 |
Lease income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 737 | 758 | 2,199 | 2,465 |
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 | 41,470 | 38,737 | 124,184 | 112,483 |
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 | 20,354 | 16,964 | 60,370 | 43,975 |
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 | 18,145 | 54,230 | ||
Roadside services revenues | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,145 | 54,230 | ||
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 1,783 | (1,951) | 1,248 |
Other revenue | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Roadside services revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,317 | 30,404 | ||
Roadside services revenues | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,317 | 30,404 | ||
Railroad | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 41,864 | 39,186 | 125,415 | 113,887 |
Railroad | Lease income | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 394 | 449 | 1,231 | 1,490 |
Railroad | Rail revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 41,470 | 38,737 | 124,184 | 112,397 |
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 | 0 | 0 |
Railroad | Roadside services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Jefferson Terminal | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16,610 | 17,177 | 52,806 | 44,751 |
Jefferson Terminal | Lease income | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 343 | 309 | 968 | 975 |
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 | 16,267 | 16,868 | 51,838 | 43,776 |
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 | 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 | 4,087 | 1,879 | 6,581 | 1,533 |
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 | 86 |
Repauno | Terminal services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,087 | 96 | 8,532 | 199 |
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 | 1,783 | (1,951) | 1,248 |
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 |
Power and Gas | Lease income | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Power and Gas | Rail revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Power and Gas | Terminal services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Power and Gas | Roadside services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Power and Gas | Other revenue | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Power and Gas | Roadside services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Sustainability and Energy Transition | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sustainability and Energy Transition | Lease income | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sustainability and Energy Transition | Rail revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sustainability and Energy Transition | Terminal services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sustainability and Energy Transition | Roadside services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Sustainability and Energy Transition | Other revenue | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | 0 | $ 0 | 0 |
Sustainability and Energy Transition | Roadside services revenues | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 |
REVENUES - Minimum Future Annua
REVENUES - Minimum Future Annual Revenues (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 3,296 |
2024 | 12,873 |
2025 | 12,595 |
2026 | 12,557 |
2027 | 12,136 |
Thereafter | 0 |
Total | $ 53,457 |
EQUITY-BASED COMPENSATION - Exp
EQUITY-BASED COMPENSATION - Expenses Related to Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 4,277 | $ 1,377 | $ 5,814 | $ 3,042 |
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | 1,951 | 1,951 | ||
Subsidiary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 564 | 1,377 | 2,021 | 3,042 |
FIG | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 3,713 | 0 | 3,713 | 0 |
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | 9,890 | 9,890 | ||
Restricted Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | 0 | $ 0 | ||
Weighted Average Remaining Contractual Term (in years) | 0 years | |||
Restricted Shares | Subsidiary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 202 | 430 | $ 949 | 1,506 |
Restricted Shares | FIG | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 3,713 | 0 | 3,713 | 0 |
Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | 9,890 | $ 9,890 | ||
Weighted Average Remaining Contractual Term (in years) | 2 years 4 months 24 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 | 1,951 | $ 1,951 | ||
Weighted Average Remaining Contractual Term (in years) | 8 months 12 days | |||
Common Units | Subsidiary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 362 | $ 947 | $ 1,072 | $ 1,536 |
EQUITY-BASED COMPENSATION (Narr
EQUITY-BASED COMPENSATION (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares issued in period (in shares) | 25,479 |
Granted (in shares) | 2,173,914 |
Grant date fair value of share issued | $ | $ 16,900 |
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 |
RETIREMENT BENEFIT PLANS - Sche
RETIREMENT BENEFIT PLANS - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pension Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service costs | $ 348 | $ 438 | $ 1,044 | $ 1,314 |
Interest costs | 117 | 74 | 351 | 221 |
Amortization of prior service costs | 0 | 0 | 0 | 0 |
Amortization of actuarial gains | (46) | 0 | (138) | 0 |
Total | 419 | 512 | 1,257 | 1,535 |
Postretirement Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service costs | 446 | 538 | 1,338 | 1,613 |
Interest costs | 374 | 225 | 1,122 | 675 |
Amortization of prior service costs | 34 | 0 | 102 | 0 |
Amortization of actuarial gains | 0 | 0 | 0 | 0 |
Total | $ 854 | $ 763 | $ 2,562 | $ 2,288 |
RETIREMENT BENEFIT PLANS - Narr
RETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 1.5 | $ 1.4 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current: | ||||
Federal | $ 0 | $ (62) | $ 0 | $ 0 |
State and local | (30) | 93 | 412 | 235 |
Foreign | 0 | 0 | 0 | 0 |
Total current provision | (30) | 31 | 412 | 235 |
Deferred: | ||||
Federal | 89 | 1,225 | 1,229 | 3,832 |
State and local | (51) | 299 | 919 | 1,019 |
Foreign | 0 | 0 | 0 | 0 |
Total deferred provision | 38 | 1,524 | 2,148 | 4,851 |
Provision for income taxes | $ 8 | $ 1,555 | $ 2,560 | $ 5,086 |
U.S. federal tax rate | 21% |
MANAGEMENT AGREEMENT AND AFFI_3
MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | May 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Related party, agreement term | 6 years | ||||||
Sale of stock, purchase option, percentage of common shares sold | 10% | ||||||
Sale of stock, purchase option, percentage of gross capital in equity issuance | 10% | ||||||
Granted (in shares) | 2,173,914 | ||||||
Accounts receivable, net | $ 64,693,000 | $ 64,693,000 | $ 60,807,000 | ||||
Non-controlling interest | $ (63,412,000) | $ (63,412,000) | $ (26,829,000) | ||||
FYX Trust Holdco LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price | $ 4,400,000 | ||||||
FYX Trust Holdco LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership Percentage | 14% | ||||||
Equity method investment, additional percentage acquired | 51% | ||||||
Payments to acquire equity method investments | $ 4,600,000 | ||||||
Stock Options | |||||||
Related Party Transaction [Line Items] | |||||||
Granted (in shares) | 10,900,000 | ||||||
Expiration period | 10 years | ||||||
Jefferson Terminal | |||||||
Related Party Transaction [Line Items] | |||||||
Remaining non-controlling interest | 20% | 20% | 20% | ||||
Non-controlling interest | $ (71,100,000) | $ (71,100,000) | $ (41,100,000) | ||||
FYX Trust Holdco LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 100% | ||||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee percentage rate | 1.50% | ||||||
Rent and office expense | 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% | 10% | |||||
Threshold 1 | Fortress Worldwide Transportation and Infrastructure Master GP LLP | Income Incentive Fee | |||||||
Related Party Transaction [Line Items] | |||||||
Pre-incentive income allocation | 0% | ||||||
Annual percent threshold of pre-incentive allocation net income | 8% | ||||||
Threshold 2 | Fortress Worldwide Transportation and Infrastructure Master GP LLP | Income Incentive Fee | |||||||
Related Party Transaction [Line Items] | |||||||
Pre-incentive income allocation | 100% | ||||||
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% | ||||||
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% |
MANAGEMENT AGREEMENT AND AFFI_4
MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | $ (9,932) | $ (8,381) | $ (30,101) | $ (24,327) | |
General and administrative | 2,485 | 3,208 | 9,388 | 8,136 | |
Transaction related costs | 649 | 2,754 | 1,554 | 15,862 | |
Jefferson Terminal | |||||
Related Party Transaction [Line Items] | |||||
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | (10,818) | (8,002) | (30,051) | (23,273) | |
General Partner | |||||
Related Party Transaction [Line Items] | |||||
Management fees and incentive allocation to affiliate | 3,238 | 2,659 | 9,304 | 9,885 | |
Management fees and incentive allocation to affiliate | 1,517 | 630 | 4,808 | 3,708 | |
Manager | Accounts Payable and Accrued Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Accrued management fees | 7,343 | 7,343 | $ 3,092 | ||
Other payables | 3,583 | 3,583 | $ 0 | ||
Management fee | General Partner | |||||
Related Party Transaction [Line Items] | |||||
Management fees and incentive allocation to affiliate | 3,238 | 2,659 | 9,304 | 9,885 | |
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 | 1,143 | 581 | 4,077 | 2,809 | |
Acquisition and transaction expenses | General Partner | |||||
Related Party Transaction [Line Items] | |||||
Transaction related costs | $ 374 | $ 49 | $ 731 | $ 899 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 a segment | Sep. 30, 2023 a freightRailroad | Sep. 30, 2023 a switchingCompany | Sep. 30, 2023 a segment | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 5 | |||
Number of reportable segments | segment | 5 | |||
Railroad | ||||
Segment Reporting Information [Line Items] | ||||
Number of segment components | 5 | 1 | ||
Repauno | ||||
Segment Reporting Information [Line Items] | ||||
Area of real estate | a | 1,630,000 | 1,630,000 | 1,630,000 | 1,630,000 |
Long Ridge Energy & Power LLC | ||||
Segment Reporting Information [Line Items] | ||||
Area of real estate | a | 1,660,000 | 1,660,000 | 1,660,000 | 1,660,000 |
SEGMENT INFORMATION - Statement
SEGMENT INFORMATION - Statement of Income by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total revenues | $ 80,706 | $ 78,559 | $ 239,032 | $ 190,575 |
Expenses | ||||
Operating expenses | 68,416 | 60,934 | 196,353 | 148,231 |
General and administrative | 2,485 | 3,208 | 9,388 | 8,136 |
Acquisition and transaction expenses | 649 | 2,754 | 1,554 | 15,862 |
Management fees and incentive allocation to affiliate | 3,238 | 2,659 | 9,304 | 9,885 |
Depreciation and amortization | 20,150 | 18,136 | 60,577 | 52,451 |
Asset impairment | 0 | 0 | 743 | 0 |
Total expenses | 94,938 | 87,691 | 277,919 | 234,565 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | (9,914) | (12,080) | (7,173) | (47,982) |
(Loss) gain on sale of assets, net | (263) | (134) | 260 | (134) |
Interest expense | (25,999) | (19,161) | (73,431) | (32,106) |
Other income (expense) | 2,387 | (1,132) | 3,978 | (2,144) |
Total other expense | (35,809) | (32,507) | (78,386) | (82,366) |
Income (loss) before income taxes | (50,041) | (41,639) | (117,273) | (126,356) |
Provision for (benefit from) income taxes | 8 | 1,555 | 2,560 | 5,086 |
Net income (loss) | (50,049) | (43,194) | (119,833) | (131,442) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | (9,932) | (8,381) | (30,101) | (24,327) |
Less: Dividends and accretion on redeemable preferred stock | 15,984 | 9,263 | 45,811 | 9,263 |
Net income (loss) attributable to stockholders | (56,101) | (44,076) | (135,543) | (116,378) |
Less: Other non-recurring items | 1,131 | 0 | 2,470 | 0 |
Loss on extinguishment of debt | (2,020) | 0 | (2,020) | 0 |
Corporate and Other | ||||
Revenues | ||||
Total revenues | 18,145 | 20,317 | 54,230 | 30,404 |
Expenses | ||||
Operating expenses | 18,964 | 20,173 | 55,663 | 29,980 |
General and administrative | 2,485 | 3,208 | 9,388 | 8,136 |
Acquisition and transaction expenses | 383 | 2,172 | 813 | 14,896 |
Management fees and incentive allocation to affiliate | 3,238 | 2,659 | 9,304 | 9,885 |
Depreciation and amortization | 755 | 741 | 2,417 | 1,081 |
Asset impairment | 0 | |||
Total expenses | 25,825 | 28,953 | 77,585 | 63,978 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | 10 | 33 | 44 | 121 |
(Loss) gain on sale of assets, net | 0 | 0 | 0 | 0 |
Interest expense | (16,995) | (12,682) | (45,189) | (12,683) |
Other income (expense) | 0 | 132 | 0 | 95 |
Total other expense | (18,068) | (12,517) | (46,228) | (12,467) |
Income (loss) before income taxes | (25,748) | (21,153) | (69,583) | (46,041) |
Provision for (benefit from) income taxes | (493) | 444 | 237 | 444 |
Net income (loss) | (25,255) | (21,597) | (69,820) | (46,485) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 0 | (173) | (229) | (198) |
Less: Dividends and accretion on redeemable preferred stock | 15,984 | 9,263 | 45,811 | 9,263 |
Net income (loss) attributable to stockholders | (41,239) | (30,687) | (115,402) | (55,550) |
Loss on extinguishment of debt | (1,083) | (1,083) | ||
Railroad | Operating Segments | ||||
Revenues | ||||
Total revenues | 41,864 | 39,186 | 125,415 | 113,887 |
Expenses | ||||
Operating expenses | 24,332 | 22,003 | 71,824 | 63,933 |
General and administrative | 0 | 0 | 0 | 0 |
Acquisition and transaction expenses | 186 | 224 | 553 | 579 |
Management fees and incentive allocation to affiliate | 0 | 0 | 0 | 0 |
Depreciation and amortization | 4,362 | 5,337 | 14,588 | 15,128 |
Asset impairment | 743 | |||
Total expenses | 28,880 | 27,564 | 87,708 | 79,640 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
(Loss) gain on sale of assets, net | (264) | (134) | (473) | (134) |
Interest expense | (82) | (64) | (2,252) | (143) |
Other income (expense) | (520) | (311) | (1,616) | (976) |
Total other expense | (1,803) | (509) | (5,278) | (1,253) |
Income (loss) before income taxes | 11,181 | 11,113 | 32,429 | 32,994 |
Provision for (benefit from) income taxes | 524 | (942) | 1,842 | 2,391 |
Net income (loss) | 10,657 | 12,055 | 30,587 | 30,603 |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 37 | 6 | 83 | 6 |
Less: Dividends and accretion on redeemable preferred stock | 0 | 0 | 0 | 0 |
Net income (loss) attributable to stockholders | 10,620 | 12,049 | 30,504 | 30,597 |
Loss on extinguishment of debt | (937) | (937) | ||
Jefferson Terminal | Operating Segments | ||||
Revenues | ||||
Total revenues | 16,610 | 17,177 | 52,806 | 44,751 |
Expenses | ||||
Operating expenses | 17,548 | 14,194 | 49,963 | 41,578 |
General and administrative | 0 | 0 | 0 | 0 |
Acquisition and transaction expenses | 80 | 0 | 116 | 0 |
Management fees and incentive allocation to affiliate | 0 | 0 | 0 | 0 |
Depreciation and amortization | 12,643 | 9,748 | 36,656 | 29,187 |
Asset impairment | 0 | |||
Total expenses | 30,271 | 23,942 | 86,735 | 70,765 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
(Loss) gain on sale of assets, net | 1 | 0 | 733 | 0 |
Interest expense | (8,280) | (5,983) | (24,142) | (18,220) |
Other income (expense) | 109 | (1,401) | (1,303) | (2,791) |
Total other expense | (8,170) | (7,384) | (24,712) | (21,011) |
Income (loss) before income taxes | (21,831) | (14,149) | (58,641) | (47,025) |
Provision for (benefit from) income taxes | (126) | 2,114 | 224 | 2,251 |
Net income (loss) | (21,705) | (16,263) | (58,865) | (49,276) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | (9,688) | (8,002) | (28,921) | (23,273) |
Less: Dividends and accretion on redeemable preferred stock | 0 | 0 | 0 | 0 |
Net income (loss) attributable to stockholders | (12,017) | (8,261) | (29,944) | (26,003) |
Loss on extinguishment of debt | 0 | |||
Jefferson Terminal | Operating Segments | Infrastructure [Member] | ||||
Other (expense) income | ||||
Loss on extinguishment of debt | 0 | |||
Repauno | Operating Segments | ||||
Revenues | ||||
Total revenues | 4,087 | 1,879 | 6,581 | 1,533 |
Expenses | ||||
Operating expenses | 6,179 | 4,266 | 16,884 | 12,264 |
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 | 2,390 | 2,310 | 6,916 | 7,055 |
Asset impairment | 0 | |||
Total expenses | 8,569 | 6,576 | 23,800 | 19,319 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
(Loss) gain on sale of assets, net | 0 | 0 | 0 | 0 |
Interest expense | (642) | (432) | (1,845) | (1,060) |
Other income (expense) | 0 | 0 | 0 | 0 |
Total other expense | (642) | (432) | (1,845) | (1,060) |
Income (loss) before income taxes | (5,124) | (5,129) | (19,064) | (18,846) |
Provision for (benefit from) income taxes | 103 | 0 | 257 | 0 |
Net income (loss) | (5,227) | (5,129) | (19,321) | (18,846) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | (281) | (212) | (1,034) | (862) |
Less: Dividends and accretion on redeemable preferred stock | 0 | 0 | 0 | 0 |
Net income (loss) attributable to stockholders | (4,946) | (4,917) | (18,287) | (17,984) |
Loss on extinguishment of debt | 0 | 0 | ||
Power and Gas | Operating Segments | ||||
Revenues | ||||
Total revenues | 0 | 0 | 0 | 0 |
Expenses | ||||
Operating expenses | 1,393 | 298 | 1,990 | 466 |
General and administrative | 0 | 0 | 0 | 0 |
Acquisition and transaction expenses | 0 | 358 | 71 | 358 |
Management fees and incentive allocation to affiliate | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Asset impairment | 0 | |||
Total expenses | 1,393 | 656 | 2,061 | 824 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | (7,057) | (9,222) | 2,343 | (43,574) |
(Loss) gain on sale of assets, net | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | (3) | 0 |
Other income (expense) | 2,149 | (25) | 5,021 | (25) |
Total other expense | (4,908) | (9,247) | 7,361 | (43,599) |
Income (loss) before income taxes | (6,301) | (9,903) | 5,300 | (44,423) |
Provision for (benefit from) income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | (6,301) | (9,903) | 5,300 | (44,423) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 0 | 0 | 0 | 0 |
Less: Dividends and accretion on redeemable preferred stock | 0 | 0 | 0 | |
Net income (loss) attributable to stockholders | (6,301) | (9,903) | 5,300 | (44,423) |
Loss on extinguishment of debt | 0 | 0 | ||
Sustainability and Energy Transition | Operating Segments | ||||
Revenues | ||||
Total revenues | 0 | 0 | 0 | 0 |
Expenses | ||||
Operating expenses | 0 | 0 | 29 | 10 |
General and administrative | 0 | 0 | 0 | 0 |
Acquisition and transaction expenses | 0 | 0 | 1 | 29 |
Management fees and incentive allocation to affiliate | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Asset impairment | 0 | |||
Total expenses | 0 | 0 | 30 | 39 |
Other (expense) income | ||||
Equity in losses of unconsolidated entities | (2,867) | (2,891) | (9,560) | (4,529) |
(Loss) gain on sale of assets, net | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Other income (expense) | 649 | 473 | 1,876 | 1,553 |
Total other expense | (2,218) | (2,418) | (7,684) | (2,976) |
Income (loss) before income taxes | (2,218) | (2,418) | (7,714) | (3,015) |
Provision for (benefit from) income taxes | 0 | (61) | 0 | 0 |
Net income (loss) | (2,218) | (2,357) | (7,714) | (3,015) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 0 | 0 | 0 | 0 |
Less: Dividends and accretion on redeemable preferred stock | 0 | 0 | 0 | 0 |
Net income (loss) attributable to stockholders | (2,218) | $ (2,357) | (7,714) | $ (3,015) |
Loss on extinguishment of debt | $ 0 | $ 0 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | $ 24,655 | $ 26,104 | $ 74,228 | $ 59,220 |
Add: Non-controlling share of Adjusted EBITDA | 5,410 | 4,502 | 15,577 | 12,034 |
Add: Equity in losses of unconsolidated entities | (9,914) | (12,080) | (7,173) | (47,982) |
Less: Interest costs on pension and OPEB liabilities | (480) | (896) | (1,440) | (896) |
Less: Dividends and accretion on redeemable preferred stock | (15,984) | (9,263) | (45,811) | (9,263) |
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities | (5,554) | (9,770) | (20,630) | (22,002) |
Less: Interest expense | (25,999) | (19,161) | (73,431) | (32,106) |
Less: Depreciation and amortization expense | (20,150) | (18,136) | (60,577) | (52,451) |
Less: Incentive allocations | 0 | 0 | 0 | 0 |
Less: Asset impairment charges | 0 | 0 | (743) | 0 |
Less: Changes in fair value of non-hedge derivative instruments | 0 | 310 | (1,125) | 1,058 |
Less: Losses on the modification or extinguishment of debt and capital lease obligations | (2,020) | 0 | (2,020) | 0 |
Less: Acquisition and transaction expenses | (649) | (2,754) | (1,554) | (15,862) |
Less: Equity-based compensation expense | (4,277) | (1,377) | (5,814) | (3,042) |
Less: Provision for income taxes | (8) | (1,555) | (2,560) | (5,086) |
Less: Other non-recurring items | (1,131) | 0 | (2,470) | 0 |
Net income (loss) attributable to stockholders | (56,101) | (44,076) | (135,543) | (116,378) |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | (6,548) | (5,780) | (20,092) | (17,743) |
Add: Equity in losses of unconsolidated entities | 10 | 33 | 44 | 121 |
Less: Asset impairment charges | 0 | |||
Less: Acquisition and transaction expenses | (383) | (2,172) | (813) | (14,896) |
Less: Provision for income taxes | 493 | (444) | (237) | (444) |
Net income (loss) attributable to stockholders | (41,239) | (30,687) | (115,402) | (55,550) |
Railroad | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | 17,434 | 18,419 | 54,889 | 50,793 |
Add: Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
Less: Asset impairment charges | (743) | |||
Less: Acquisition and transaction expenses | (186) | (224) | (553) | (579) |
Less: Provision for income taxes | (524) | 942 | (1,842) | (2,391) |
Net income (loss) attributable to stockholders | 10,620 | 12,049 | 30,504 | 30,597 |
Jefferson Terminal | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | 7,763 | 6,023 | 21,363 | 13,987 |
Add: Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
Less: Asset impairment charges | 0 | |||
Less: Acquisition and transaction expenses | (80) | 0 | (116) | 0 |
Less: Provision for income taxes | 126 | (2,114) | (224) | (2,251) |
Net income (loss) attributable to stockholders | (12,017) | (8,261) | (29,944) | (26,003) |
Repauno | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | (959) | (2,471) | (7,456) | (10,826) |
Add: Equity in losses of unconsolidated entities | 0 | 0 | 0 | 0 |
Less: Asset impairment charges | 0 | |||
Less: Acquisition and transaction expenses | 0 | 0 | 0 | 0 |
Less: Provision for income taxes | (103) | 0 | (257) | 0 |
Net income (loss) attributable to stockholders | (4,946) | (4,917) | (18,287) | (17,984) |
Power and Gas | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | 7,970 | 11,253 | 29,687 | 24,652 |
Add: Equity in losses of unconsolidated entities | (7,057) | (9,222) | 2,343 | (43,574) |
Less: Asset impairment charges | 0 | |||
Less: Acquisition and transaction expenses | 0 | (358) | (71) | (358) |
Less: Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) attributable to stockholders | (6,301) | (9,903) | 5,300 | (44,423) |
Sustainability and Energy Transition | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Net Income (Loss) | (1,005) | (1,340) | (4,163) | (1,643) |
Add: Equity in losses of unconsolidated entities | (2,867) | (2,891) | (9,560) | (4,529) |
Less: Asset impairment charges | 0 | |||
Less: Acquisition and transaction expenses | 0 | 0 | (1) | (29) |
Less: Provision for income taxes | 0 | 61 | 0 | 0 |
Net income (loss) attributable to stockholders | $ (2,218) | $ (2,357) | $ (7,714) | $ (3,015) |
SEGMENT INFORMATION - Balance S
SEGMENT INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Current assets | $ 179,957 | $ 277,804 |
Non-current assets | 2,205,178 | 2,200,595 |
Total assets | 2,385,135 | 2,478,399 |
Debt, net | 1,318,481 | 1,230,157 |
Current debt, net | 1,318,481 | 1,230,157 |
Current liabilities | 162,409 | 159,581 |
Non-current liabilities | 1,441,871 | 1,529,434 |
Total liabilities | 1,604,280 | 1,689,015 |
Redeemable preferred stock | 310,401 | 264,590 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | (63,412) | (26,829) |
Total equity | 470,454 | 524,794 |
Total liabilities, redeemable preferred stock and equity | 2,385,135 | 2,478,399 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Current assets | 8,770 | 16,890 |
Non-current assets | 9,499 | 10,561 |
Total assets | 18,269 | 27,451 |
Current debt, net | 557,064 | 463,012 |
Current liabilities | 44,600 | 19,668 |
Non-current liabilities | 557,900 | 463,721 |
Total liabilities | 602,500 | 483,389 |
Redeemable preferred stock | 310,401 | 264,590 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | 0 | 3,723 |
Total equity | (894,632) | (720,528) |
Total liabilities, redeemable preferred stock and equity | 18,269 | 27,451 |
Railroad | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Current assets | 59,165 | 56,631 |
Non-current assets | 667,543 | 672,275 |
Total assets | 726,708 | 728,906 |
Current debt, net | 0 | 10,000 |
Current liabilities | 49,698 | 51,902 |
Non-current liabilities | 53,421 | 59,698 |
Total liabilities | 103,119 | 111,600 |
Redeemable preferred stock | 0 | 0 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | 2,152 | 1,403 |
Total equity | 623,589 | 617,306 |
Total liabilities, redeemable preferred stock and equity | 726,708 | 728,906 |
Jefferson Terminal | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Current assets | 84,018 | 166,252 |
Non-current assets | 1,136,242 | 1,136,095 |
Total assets | 1,220,260 | 1,302,347 |
Current debt, net | 736,417 | 732,145 |
Current liabilities | 53,616 | 81,147 |
Non-current liabilities | 794,366 | 790,687 |
Total liabilities | 847,982 | 871,834 |
Redeemable preferred stock | 0 | 0 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | (65,904) | (33,048) |
Total equity | 372,278 | 430,513 |
Total liabilities, redeemable preferred stock and equity | 1,220,260 | 1,302,347 |
Repauno | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Current assets | 4,893 | 16,888 |
Non-current assets | 296,200 | 289,132 |
Total assets | 301,093 | 306,020 |
Current debt, net | 25,000 | 25,000 |
Current liabilities | 5,247 | 5,958 |
Non-current liabilities | 28,361 | 28,163 |
Total liabilities | 33,608 | 34,121 |
Redeemable preferred stock | 0 | 0 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | 340 | 1,093 |
Total equity | 267,485 | 271,899 |
Total liabilities, redeemable preferred stock and equity | 301,093 | 306,020 |
Power and Gas | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Current assets | 495 | 396 |
Non-current assets | 14,751 | 8,142 |
Total assets | 15,246 | 8,538 |
Current debt, net | 0 | 0 |
Current liabilities | 9,248 | 906 |
Non-current liabilities | 7,823 | 187,165 |
Total liabilities | 17,071 | 188,071 |
Redeemable preferred stock | 0 | 0 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | 0 | 0 |
Total equity | (1,825) | (179,533) |
Total liabilities, redeemable preferred stock and equity | 15,246 | 8,538 |
Sustainability and Energy Transition | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Current assets | 22,616 | 20,747 |
Non-current assets | 80,943 | 84,390 |
Total assets | 103,559 | 105,137 |
Current debt, net | 0 | 0 |
Current liabilities | 0 | 0 |
Non-current liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Redeemable preferred stock | 0 | 0 |
Equity | ||
Non-controlling interest in equity of consolidated subsidiaries | 0 | 0 |
Total equity | 103,559 | 105,137 |
Total liabilities, redeemable preferred stock and equity | $ 103,559 | $ 105,137 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 01, 2022 USD ($) vote $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Temporary Equity [Line Items] | ||||||
Redeemable preferred stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Redeemable preferred stock | $ 310,401 | $ 310,401 | $ 264,590 | |||
Fair value of warrants | 10,700 | 10,700 | ||||
Dividends paid-in-kind | 60,100 | 60,100 | ||||
Accretion of dividends | 1,700 | $ 1,100 | 4,900 | $ 1,100 | ||
Liquidation preference | 448,200 | 448,200 | $ 448,200 | |||
Temporary equity, dividends paid | $ 14,300 | $ 8,200 | $ 40,900 | $ 8,200 | ||
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% | |||||
Proceeds from stock issued | $ 291,000 | |||||
Redeemable preferred stock | 242,700 | |||||
Issuance cost | 16,400 | |||||
Base preferred return amount | $ 150,000 | |||||
Dividend rate | 14% | |||||
Series A Senior Preferred Shares | Year one - two | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate, increase per annum | 2% | |||||
Series A Senior Preferred Shares | Year two - five | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate, increase per annum | 18% | |||||
Series A Senior Preferred Shares | Year five | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate, increase per annum | 1% |
EARNINGS PER SHARE AND EQUITY -
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, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (50,049) | $ (43,194) | $ (69,784) | $ (88,248) | $ (119,833) | $ (131,442) |
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries | (9,932) | (8,381) | (30,101) | (24,327) | ||
Less: Dividends and accretion on redeemable preferred stock | 15,984 | 9,263 | 45,811 | 9,263 | ||
Net loss attributable to stockholders/Former Parent | $ (56,101) | $ (44,076) | $ (135,543) | $ (116,378) | ||
Weighted Average Common Shares Outstanding - Basic (in shares) | 102,820,651 | 102,730,033 | 102,800,818 | 102,730,033 | ||
Weighted Average Common Shares Outstanding - Diluted (in shares) | 102,820,651 | 102,730,033 | 102,800,818 | 102,730,033 | ||
Basic (in dollars per share) | $ (0.55) | $ (0.43) | $ (1.32) | $ (1.13) | ||
Diluted (in dollars per share) | $ (0.55) | $ (0.43) | $ (1.32) | $ (1.13) |
EARNINGS PER SHARE AND EQUITY_2
EARNINGS PER SHARE AND EQUITY - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 shares | Aug. 01, 2022 shares | |
Earnings Per Share [Abstract] | ||||
Antidilutive shares (in shares) | 3,023,965 | 2,343,212 | ||
Common stock, convertible, conversion ratio | 1 | |||
Common stock, shares issued (in shares) | 99,490,386 | 99,490,386 | 99,445,074 | 99,387,467 |
Common stock, shares outstanding (in shares) | 99,490,386 | 99,490,386 | 99,445,074 | 99,387,467 |
Weighted average remaining contractual term, exercisable | 6 years 9 months 18 days | 6 years 9 months 18 days | ||
Fair value of warrants | $ | $ 10.7 | $ 10.7 |
EARNINGS PER SHARE AND EQUITY_3
EARNINGS PER SHARE AND EQUITY - Schedule of Outstanding Stock Warrants and Changes (Details) | 9 Months Ended |
Sep. 30, 2023 $ / 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 | 0 |
Class of warrant or right, ending balance (in shares) | shares | 6,685,132 |
Warrant exercisable (in shares | shares | 6,685,132 |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | |
Weighted average exercise price, beginning balance (in dollars per share) | $ / shares | $ 5.01 |
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 |
Weighted average exercise price, ending balance (in dollars per share) | $ / shares | 4.95 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4.95 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Repauno - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Potential milestone payment | $ 15,000,000 | ||
Loss contingency accrual, payments | $ 5,000,000 | $ 5,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Oct. 26, 2023 $ / shares | Sep. 30, 2023 USD ($) | Jul. 27, 2023 USD ($) | Jul. 05, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Subsequent Event [Line Items] | |||||
Total assets | $ 2,385,135 | $ 2,478,399 | |||
Total Debt | 1,351,580 | 1,261,008 | |||
Bonds payable | |||||
Subsequent Event [Line Items] | |||||
Total Debt | 1,262,780 | 1,163,808 | |||
Senior Notes due 2027 | Bonds payable | |||||
Subsequent Event [Line Items] | |||||
Total Debt | $ 573,800 | $ 100,000 | 474,828 | ||
Stated Interest Rate | 10.50% | ||||
Debt Instrument Issuance Price | 0.9550 | ||||
Senior Notes due 2027 | Bonds payable | Series A Senior Preferred Shares | |||||
Subsequent Event [Line Items] | |||||
Total Debt | $ 33,400 | ||||
Long Ridge Energy & Power LLC | |||||
Subsequent Event [Line Items] | |||||
Total assets | $ 985,460 | $ 987,829 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock dividends declared (in dollars per share) | $ / shares | $ 30 |