2024falseFY000189988300018998832024-08-022024-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 2, 2024
FTAI INFRASTRUCTURE INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41370
87-4407005
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
1345 Avenue of the Americas, 45th Floor
New York, New York 10105
(Address of principal executive offices and zip code)
(212) 798-6100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per shareFIPThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 2.02. Results of Operatings and Financial Condition.
On August 2, 2024, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2024. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit NumberDescription
Press release, dated August 2, 2024, issued by FTAI Infrastructure Inc.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 2, 2024

FTAI INFRASTRUCTURE INC.
/s/ Kenneth J. Nicholson
Kenneth J. Nicholson
Chief Executive Officer and President


Exhibit 99.1
ftai_infrastructurexlogo.jpg
PRESS RELEASE

FTAI Infrastructure Inc. Reports Second Quarter 2024 Results, Declares Dividend of $0.03 per Share of Common Stock

NEW YORK, August 2, 2024 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second quarter 2024. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.

Financial Overview

(in thousands, except per share data)
Selected Financial ResultsQ2’24
Net Loss Attributable to Stockholders$(54,350)
Basic and Diluted Loss per Share of Common Stock$(0.52)
Adjusted EBITDA (1)
$34,256 
Adjusted EBITDA - Four core segments (1)(2)
$41,793 
_______________________________
(1)For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
(2)Excludes Sustainability and Energy Transition and Corporate and Other segments.
Second Quarter 2024 Dividends
On August 1, 2024, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common stock of $0.03 per share for the quarter ended June 30, 2024, payable on August 20, 2024 to the holders of record on August 12, 2024.
Business Highlights
•Second quarter Adjusted EBITDA from four core segments of $41.8 million, up 12% from first quarter(1)(2).
•Transtar generated revenue of $45.6 million as carloads remain steady and average rates per car hit record level; car repair facility fully operational for the quarter with strong momentum.
•Jefferson Terminal throughput and revenue represented record quarterly levels.
•Long Ridge revenue reflects May scheduled maintenance outage; recently announced results from power capacity auction to add substantial EBITDA for mid-2025 to mid-2026 period.
(1)For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
(2)Excludes Sustainability and Energy Transition and Corporate and Other segments.
Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company’s website, www.fipinc.com, and the Company’s Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.
Conference Call
In addition, management will host a conference call on Friday, August 2, 2024 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register.vevent.com/register/BIf70c417adfcb4f7cb72082d89b0c516a. Once registered, participants will receive a dial-in and unique pin to access the call.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
A replay of the conference call will be available after 11:30 A.M. on Friday, August 2, 2024 through 11:30 A.M. on Friday, August 9, 2024 on https://ir.fipinc.com/news-events/events.
1

The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a part of, this press release.
About FTAI Infrastructure Inc.
FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, Transtar’s continued momentum, and Long Ridge’s potential ability to add substantial EBITDA for mid-2025 to mid-2026 period. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.fipinc.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
For further information, please contact:
Alan Andreini
Investor Relations
FTAI Infrastructure Inc.
(646) 734-9414
aandreini@fortress.com
2


Exhibit - Financial Statements
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues
Total revenues$84,887 $81,832 $167,422 $158,326 
Expenses
Operating expenses61,225 62,775 125,800 127,937 
General and administrative2,840 3,702 7,701 6,903 
Acquisition and transaction expenses921 636 1,847 905 
Management fees and incentive allocation to affiliate2,776 3,084 5,777 6,066 
Depreciation and amortization20,163 20,292 40,684 40,427 
Asset impairment— 602 — 743 
Total expenses87,925 91,091 181,809 182,981 
Other (expense) income
Equity in (losses) earnings of unconsolidated entities(12,788)(1,625)(24,690)2,741 
(Loss) gain on sale of assets, net(150)647 (163)523 
Loss on modification or extinguishment of debt(9,170)— (9,170)— 
Interest expense (29,690)(24,182)(57,283)(47,432)
Other income6,963 1,370 9,328 1,591 
Total other expense(44,835)(23,790)(81,978)(42,577)
Loss before income taxes(47,873)(33,049)(96,365)(67,232)
Provision for income taxes267 823 2,072 2,552 
Net loss (48,140)(33,872)(98,437)(69,784)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries(11,400)(10,276)(22,090)(20,169)
Less: Dividends and accretion of redeemable preferred stock17,610 15,257 34,585 29,827 
Net loss attributable to stockholders$(54,350)$(38,853)$(110,932)$(79,442)
Loss per share:
Basic$(0.52)$(0.38)$(1.06)$(0.77)
Diluted$(0.52)$(0.38)$(1.06)$(0.77)
Weighted average shares outstanding:
Basic105,039,831 102,793,800 104,612,209 102,790,737 
Diluted105,039,831 102,793,800 104,612,209 102,790,737 

3

FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands, except share and per share data)

(Unaudited)
June 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$33,101 $29,367 
Restricted cash153,364 58,112 
Accounts receivable, net52,221 55,990 
Other current assets50,557 42,034 
Total current assets289,243 185,503 
Leasing equipment, net36,114 35,587 
Operating lease right-of-use assets, net68,280 69,748 
Property, plant, and equipment, net1,605,786 1,630,829 
Investments63,472 72,701 
Intangible assets, net48,838 52,621 
Goodwill275,367 275,367 
Other assets65,308 57,253 
Total assets$2,452,408 $2,379,609 
Liabilities
Current liabilities:
Accounts payable and accrued liabilities$111,570 $130,796 
Operating lease liabilities7,222 7,218 
Other current liabilities18,828 12,623 
Total current liabilities137,620 150,637 
Debt, net1,554,124 1,340,910 
Operating lease liabilities61,070 62,441 
Other liabilities53,110 87,530 
Total liabilities1,805,924 1,641,518 
Commitments and contingencies— — 
Redeemable preferred stock ($0.01 par value per share; 200,000,000 shares authorized; 300,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023; redemption amount of $446.5 million at June 30, 2024 and December 31, 2023)
359,817 325,232 
Equity
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 101,704,885 and 100,589,572 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)
1,016 1,006 
Additional paid in capital803,603 843,971 
Accumulated deficit(258,520)(182,173)
Accumulated other comprehensive loss(151,268)(178,515)
Stockholders' equity394,831 484,289 
Non-controlling interest in equity of consolidated subsidiaries(108,164)(71,430)
Total equity286,667 412,859 
Total liabilities, redeemable preferred stock and equity$2,452,408 $2,379,609 

4

FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands, unless otherwise noted)

Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net loss$(98,437)$(69,784)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in losses (earnings) of unconsolidated entities24,690 (2,741)
Loss (gain) on sale of assets, net163 (523)
Loss on modification or extinguishment of debt9,170 — 
Equity-based compensation4,139 1,537 
Depreciation and amortization40,684 40,427 
Asset impairment— 743 
Change in deferred income taxes1,493 2,110 
Change in fair value of non-hedge derivative— 1,125 
Amortization of deferred financing costs4,570 3,098 
Amortization of bond discount2,898 2,144 
Provision for (benefit from) credit losses514 (74)
Change in:
 Accounts receivable3,255 4,506 
 Other assets(3,040)(4,724)
 Accounts payable and accrued liabilities(12,787)(6,202)
 Other liabilities1,218 11,427 
Net cash used in operating activities(21,470)(16,931)
Cash flows from investing activities:
Investment in unconsolidated entities(1,639)(3,315)
Acquisition of consolidated subsidiary— (4,448)
Acquisition of leasing equipment(1,204)— 
Acquisition of property, plant and equipment(27,420)(65,696)
Investment in promissory notes and loans(17,500)(22,000)
Investment in equity instruments(5,000)— 
Proceeds from sale of leasing equipment— 115 
Proceeds from sale of property, plant and equipment111 988 
Net cash used in investing activities(52,652)(94,356)
Cash flows from financing activities:
Proceeds from debt, net449,689 66,600 
Repayment of debt(242,001)— 
Payment of financing costs(10,022)(1,192)
Cash dividends - common stock(6,303)(6,170)
Settlement of equity-based compensation(3,216)(90)
Distributions to non-controlling interests(15,039)(20)
Net cash provided by financing activities173,108 59,128 
Net decrease in cash and cash equivalents and restricted cash98,986 (52,159)
Cash and cash equivalents and restricted cash, beginning of period87,479 149,642 
Cash and cash equivalents and restricted cash, end of period$186,465 $97,483 
5

Key Performance Measures
The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.
Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income (loss) attributable to stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and other pension expense benefits (“OPEB”) liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.
6

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30,ChangeSix Months Ended
June 30,		Change
(in thousands)2024202320242023
Net loss attributable to stockholders$(54,350)$(38,853)$(15,497)$(110,932)$(79,442)$(31,490)
Add: Provision for income taxes267 823 (556)2,072 2,552 (480)
Add: Equity-based compensation expense1,799 642 1,157 4,139 1,537 2,602 
Add: Acquisition and transaction expenses921 636 285 1,847 905 942 
Add: Losses on the modification or extinguishment of debt and capital lease obligations9,170 — 9,170 9,170 — 9,170 
Add: Changes in fair value of non-hedge derivative instruments— — — — 1,125 (1,125)
Add: Asset impairment charges— 602 (602)— 743 (743)
Add: Incentive allocations— — — — — — 
Add: Depreciation & amortization expense (1)
21,596 20,292 1,304 42,693 40,427 2,266 
Add: Interest expense29,690 24,182 5,508 57,283 47,432 9,851 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
3,208 6,886 (3,678)9,465 15,076 (5,611)
Add: Dividends and accretion of redeemable preferred stock17,610 15,257 2,353 34,585 29,827 4,758 
Add: Interest and other costs on pension and OPEB liabilities(138)480 (618)462 960 (498)
Add: Other non-recurring items (3)
— 51 (51)— 1,339 (1,339)
Less: Equity in losses (earnings) of unconsolidated entities12,788 1,625 11,163 24,690 (2,741)27,431 
Less: Non-controlling share of Adjusted EBITDA (4)
(8,305)(4,946)(3,359)(13,987)(10,167)(3,820)
Adjusted EBITDA (non-GAAP)$34,256 $27,677 $6,579 $61,487 $49,573 $11,914 
_______________________________
(1)Includes the following items for the three months ended June 30, 2024 and 2023: (i) depreciation and amortization expense of $20,163 and $20,292 and (ii) capitalized contract costs amortization of $1,433 and $—, respectively. Includes the following items for the six months ended June 30, 2024 and 2023: (i) depreciation and amortization expense of $40,684 and $40,427 and (ii) capitalized contract costs amortization of $2,009 and $—, respectively.
(2)Includes the following items for the three months ended June 30, 2024 and 2023: (i) net loss of $(12,838) and $(1,660), (ii) interest expense of $11,182 and $8,304, (iii) depreciation and amortization expense of $8,050 and $7,967, (iv) acquisition and transaction expenses of $31 and $237, (v) changes in fair value of non-hedge derivative instruments of $(3,875) and $(7,963), (vi) equity-based compensation of $1 and $1, (vii) asset impairment of $163 and $—, (viii) equity method basis adjustments of $16 and $— and (ix) other non-recurring items of $478 and $—, respectively. Includes the following items for the six months ended June 30, 2024 and 2023: (i) net (loss) income of $(24,780) and $2,658, (ii) interest expense of $22,075 and $16,336, (iii) depreciation and amortization expense of $13,180 and $13,633, (iv) acquisition and transaction expenses of $50 and $257, (v) changes in fair value of non-hedge derivative instruments of $(1,822) and $(17,810), (vi) equity-based compensation of $2 and $2, (vii) asset impairment of $250 and $—, (viii) equity method basis adjustments of $32 and $— and (ix) other non-recurring items of $478 and $—, respectively.
(3)Includes the following item for the three and six months ended June 30, 2023: Railroad severance expense of $51 and $1,339, respectively.
(4)Includes the following items for the three months ended June 30, 2024 and 2023: (i) equity-based compensation of $268 and $76, (ii) (benefit from) provision for income taxes of $(142) and $35, (iii) interest expense of $2,639 and $1,880, (iv) depreciation and amortization expense of $3,387 and $2,944, (v) acquisition and transaction expense of $3 and $8, (vi) interest and other costs on pension and OPEB liabilities of $— and $1, (vii) asset impairment of $— and $2 and (viii) loss on modification or extinguishment of debt of $2,150 and $—, respectively. Includes the following items for the six months ended June 30, 2024 and 2023: (i) equity-based compensation of $699 and $186, (ii) (benefit from) provision for income taxes of $(276) and $88, (iii) interest expense of $4,828 and $3,737, (iv) depreciation and amortization expense of $6,581 and $6,080, (v) changes in fair value of non-hedge derivative instruments of $— and $61, (vi) acquisition and transaction
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expense of $3 and $8, (vii) interest and other costs on pension and OPEB liabilities of $2 and $2, (viii) asset impairment of $— and $2, (ix) loss on modification or extinguishment of debt of $2,150 and $— and (x) other non-recurring items of $— and $3, respectively.

The following tables sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA for our four core segments for the three months ended June 30, 2024:
Three Months Ended June 30, 2024
(in thousands)RailroadJefferson TerminalRepaunoPower and GasFour Core Segments
Net income (loss) attributable to stockholders$15,788 $(14,152)$(4,160)$(5,173)$(7,697)
Add: Provision for (benefit from) income taxes
1,092 (612)(25)— 455 
Add: Equity-based compensation expense290 1,101 134 — 1,525 
Add: Acquisition and transaction expenses153 8 — 398 559 
Add: Losses on the modification or extinguishment of debt and capital lease obligations— 9,170 — — 9,170 
Add: Changes in fair value of non-hedge derivative instruments— — — — — 
Add: Asset impairment charges— — — — — 
Add: Incentive allocations— — — — — 
Add: Depreciation & amortization expense (1)
4,860 13,733 2,480 — 21,073 
Add: Interest expense98 11,190 242 — 11,530 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
— — — 6,285 6,285 
Add: Dividends and accretion of redeemable preferred stock— — — — — 
Add: Interest and other costs on pension and OPEB liabilities(138)— — — (138)
Add: Other non-recurring items— — — — — 
Less: Equity in losses of unconsolidated entities— — — 7,336 7,336 
Less: Non-controlling share of Adjusted EBITDA (3)
(22)(8,110)(173)— (8,305)
Adjusted EBITDA (non-GAAP)$22,121 $12,328 $(1,502)$8,846 $41,793 
_______________________________
(1)Jefferson Terminal
Includes the following items for the three months ended June 30, 2024: (i) depreciation and amortization expense of $12,300 and (ii) capitalized contract costs amortization of $1,433.
(2)Power and Gas
Includes the following items for the three months ended June 30, 2024: (i) net loss of $(7,353), (ii) interest expense of $9,465, (iii) depreciation and amortization expense of $7,359, (iv) acquisition and transaction expenses of $31, (v) changes in fair value of non-hedge derivative instruments of $(3,875), (vi) equity-based compensation of $1, (vii) asset impairment of $163, (viii) equity method basis adjustments of $16 and (ix) other non-recurring items of $478.
(3)Railroad
Includes the following items for the three months ended June 30, 2024: (i) equity-based compensation of $1, (ii) provision for income taxes of $3, (iii) interest expense of $1, (iv) depreciation and amortization expense of $16 and (v) acquisition and transaction expense of $1.
Jefferson Terminal
Includes the following items for the three months ended June 30, 2024: (i) equity-based compensation of $259, (ii) benefit from income taxes of $(143), (iii) interest expense of $2,623, (iv) depreciation and amortization expense of $3,219, (v) acquisition and transaction expense of $2 and (vi) loss on modification or extinguishment of debt of $2,150.
Repauno
Includes the following items for the three months ended June 30, 2024: (i) equity-based compensation of $8, (ii) benefit from income taxes of $(2), (iii) interest expense of $15 and (iv) depreciation and amortization expense of $152.
8
v3.24.2.u1
Cover
Aug. 02, 2024
Cover [Abstract]  
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Document Type 8-K
Document Period End Date Aug. 02, 2024
Entity Registrant Name FTAI INFRASTRUCTURE INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41370
Entity Tax Identification Number 87-4407005
Local Phone Number 798-6100
Entity Address, Address Line One 1345 Avenue of the Americas
Entity Address, Address Line Two 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
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol FIP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Document Fiscal Year Focus 2024
Amendment Flag false
Document Fiscal Period Focus FY
Entity Central Index Key 0001899883
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