2024falseFY000189988300018998832024-05-072024-05-07

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): May 7, 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 May 7, 2024, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended March 31, 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 May 7, 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: May 7, 2024

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


Exhibit 99.1
ftai_infrastructurexlogoa.jpg
PRESS RELEASE

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

NEW YORK, May 7, 2024 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the first 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 ResultsQ1’24
Net Loss Attributable to Stockholders$(56,582)
Basic and Diluted Loss per Share of Common Stock$(0.54)
Adjusted EBITDA (1)
$27,231 
Adjusted EBITDA - Four core segments (1)(2)
$37,168 
_______________________________
(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.
First Quarter 2024 Dividends
On May 7, 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 March 31, 2024, payable on May 29, 2024 to the holders of record on May 17, 2024.
Business Highlights
•Transtar revenue of $46.3 million represented a new quarterly record, with momentum continuing into Q2.
•Jefferson Terminal revenue of $18.6 million impacted by an accelerated customer turnaround in Q1; with the turnaround now complete, Jefferson Terminal volumes and revenue are running at record levels.
•Long Ridge operated at 98% capacity factor; close to signing several long-term “behind the meter” contracts and seeing rapidly increasing demand in the AI data center space.
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 Wednesday, May 8, 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/BIca642246d3df458aad5fd075de5e813a. 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 Wednesday, May 8, 2024 through 11:30 A.M. on Wednesday, May 15, 2024 on https://ir.fipinc.com/news-events/events.
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.
1

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 new “behind the meter” contracts. 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 March 31,
20242023
Revenues
Total revenues$82,535 $76,494 
Expenses
Operating expenses64,575 65,162 
General and administrative4,861 3,201 
Acquisition and transaction expenses926 269 
Management fees and incentive allocation to affiliate3,001 2,982 
Depreciation and amortization20,521 20,135 
Asset impairment— 141 
Total expenses93,884 91,890 
Other (expense) income
Equity in (losses) earnings of unconsolidated entities(11,902)4,366 
Loss on sale of assets, net(13)(124)
Interest expense (27,593)(23,250)
Other income2,365 221 
Total other expense(37,143)(18,787)
Loss before income taxes(48,492)(34,183)
Provision for income taxes1,805 1,729 
Net loss (50,297)(35,912)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries(10,690)(9,893)
Less: Dividends and accretion of redeemable preferred stock16,975 14,570 
Net loss attributable to stockholders$(56,582)$(40,589)
Loss per share:
Basic$(0.54)$(0.39)
Diluted$(0.54)$(0.40)
Weighted average shares outstanding:
Basic104,189,287 102,787,640 
Diluted104,189,287 102,787,640 

3

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

(Unaudited)
March 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$22,968 $29,367 
Restricted cash41,328 58,112 
Accounts receivable, net53,914 55,990 
Other current assets46,321 42,034 
Total current assets164,531 185,503 
Leasing equipment, net35,652 35,587 
Operating lease right-of-use assets, net68,921 69,748 
Property, plant, and equipment, net1,610,731 1,630,829 
Investments68,085 72,701 
Intangible assets, net50,735 52,621 
Goodwill275,367 275,367 
Other assets70,659 57,253 
Total assets$2,344,681 $2,379,609 
Liabilities
Current liabilities:
Accounts payable and accrued liabilities$139,662 $130,796 
Current debt, net77,683 — 
Operating lease liabilities7,242 7,218 
Other current liabilities15,180 12,623 
Total current liabilities239,767 150,637 
Debt, net1,266,506 1,340,910 
Operating lease liabilities61,599 62,441 
Other liabilities114,068 87,530 
Total liabilities1,681,940 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 March 31, 2024 and December 31, 2023; redemption amount of $446.5 million at March 31, 2024 and December 31, 2023)
342,207 325,232 
Equity
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 101,693,823 and 100,589,572 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
1,016 1,006 
Additional paid in capital822,956 843,971 
Accumulated deficit(221,780)(182,173)
Accumulated other comprehensive loss(199,643)(178,515)
Stockholders' equity402,549 484,289 
Non-controlling interest in equity of consolidated subsidiaries(82,015)(71,430)
Total equity320,534 412,859 
Total liabilities, redeemable preferred stock and equity$2,344,681 $2,379,609 

4

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

Three Months Ended March 31,
20242023
Cash flows from operating activities:
Net loss$(50,297)$(35,912)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in losses (earnings) of unconsolidated entities11,902 (4,366)
Loss on sale of assets, net13 124 
Equity-based compensation2,340 895 
Depreciation and amortization20,521 20,135 
Asset impairment— 141 
Change in deferred income taxes1,337 1,547 
Change in fair value of non-hedge derivative— 1,125 
Amortization of deferred financing costs1,929 1,429 
Amortization of bond discount1,426 1,045 
Provision for (benefit from) credit losses169 (165)
Change in:
 Accounts receivable1,907 (10,825)
 Other assets(4,289)8,140 
 Accounts payable and accrued liabilities9,206 6,700 
 Other liabilities(47)(2,157)
Net cash used in operating activities(3,883)(12,144)
Cash flows from investing activities:
Investment in unconsolidated entities(611)(2,126)
Acquisition of consolidated subsidiary— (4,448)
Acquisition of leasing equipment(396)— 
Acquisition of property, plant and equipment(12,859)(39,861)
Investment in promissory notes and loans— (20,500)
Investment in equity instruments(5,000)— 
Proceeds from sale of property, plant and equipment20 93 
Net cash used in investing activities(18,846)(66,842)
Cash flows from financing activities:
Proceeds from debt— 41,600 
Payment of deferred financing costs(265)(649)
Cash dividends - common stock— (3,084)
Settlement of equity-based compensation(189)(90)
Net cash (used in) provided by financing activities(454)37,777 
Net decrease in cash and cash equivalents and restricted cash(23,183)(41,209)
Cash and cash equivalents and restricted cash, beginning of period87,479 149,642 
Cash and cash equivalents and restricted cash, end of period$64,296 $108,433 
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.
The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
(in thousands)20242023
Net loss attributable to stockholders$(56,582)$(40,589)
Add: Provision for income taxes1,805 1,729 
Add: Equity-based compensation expense2,340 895 
Add: Acquisition and transaction expenses926 269 
Add: Losses on the modification or extinguishment of debt and capital lease obligations— — 
Add: Changes in fair value of non-hedge derivative instruments— 1,125 
Add: Asset impairment charges— 141 
Add: Incentive allocations— — 
Add: Depreciation & amortization expense (1)
21,097 20,135 
Add: Interest expense27,593 23,250 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
6,257 8,190 
Add: Dividends and accretion of redeemable preferred stock16,975 14,570 
Add: Interest and other costs on pension and OPEB liabilities600 480 
Add: Other non-recurring items (3)
— 1,288 
Less: Equity in losses (earnings) of unconsolidated entities11,902 (4,366)
Less: Non-controlling share of Adjusted EBITDA (4)
(5,682)(5,221)
Adjusted EBITDA (non-GAAP)$27,231 $21,896 
_______________________________
(1)Includes the following items for the three months ended March 31, 2024 and 2023: (i) depreciation and amortization expense of $20,521 and $20,135 and (ii) capitalized contract costs amortization of $576 and $—.
(2)Includes the following items for the three months ended March 31, 2024 and 2023: (i) net (loss) income of $(11,942) and $4,318, (ii) interest expense of $10,893 and $8,032, (iii) depreciation and amortization expense of $5,130 and $5,666, (iv) acquisition and transaction expenses of $19 and $20, (v) changes in fair value of non-hedge derivative instruments of $2,053 and $(9,847), (vi) equity-based compensation of $1 and $1, (vii) asset impairment of $87 and $— and (viii) equity method basis adjustments of $16 and $—, respectively.
(3)Includes the following item for the three months ended March 31, 2023: Railroad severance expense of $1,288.
(4)Includes the following items for the three months ended March 31, 2024 and 2023: (i) equity-based compensation of $431 and $110, (ii) (benefit from) provision for income taxes of $(134) and $53, (iii) interest expense of $2,189 and $1,857, (iv) depreciation and amortization expense of $3,194 and $3,136, (v) changes in fair value of non-hedge derivative instruments of $— and $61, (vi) interest and other costs on pension and OPEB liabilities of $2 and $1 and (vii) other non-recurring items of $— and $3, respectively.

6

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 March 31, 2024:
Three Months Ended March 31, 2024
(in thousands)RailroadJefferson TerminalRepaunoPower and GasFour Core Segments
Net income (loss) attributable to stockholders$14,436 $(11,120)$(4,260)$(5,427)$(6,371)
Add: Provision for (benefit from) income taxes1,092 (554)(136)— 402 
Add: Equity-based compensation expense290 1,759 291 — 2,340 
Add: Acquisition and transaction expenses184 2 — — 186 
Add: Losses on the modification or extinguishment of debt and capital lease obligations— — — — — 
Add: Changes in fair value of non-hedge derivative instruments— — — — — 
Add: Asset impairment charges— — — — — 
Add: Incentive allocations— — — — — 
Add: Depreciation & amortization expense (1)
5,012 12,906 2,444 — 20,362 
Add: Interest expense69 9,297 146 — 9,512 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
— — — 8,782 8,782 
Add: Dividends and accretion of redeemable preferred stock— — — — — 
Add: Interest and other costs on pension and OPEB liabilities600 — — — 600 
Add: Other non-recurring items— — — — — 
Less: Equity in losses of unconsolidated entities— — — 7,037 7,037 
Less: Non-controlling share of Adjusted EBITDA (3)
(25)(5,489)(168)— (5,682)
Adjusted EBITDA (non-GAAP)$21,658 $6,801 $(1,683)$10,392 $37,168 
_______________________________
(1)Jefferson Terminal
Includes the following items for the three months ended March 31, 2024: (i) depreciation and amortization expense of $12,330 and (ii) capitalized contract costs amortization of $576, respectively.
(2)Power and Gas
Includes the following items for the three months ended March 31, 2024: (i) net loss of $(7,053), (ii) interest expense of $9,210, (iii) depreciation and amortization expense of $4,449, (iv) acquisition and transaction expenses of $19, (v) changes in fair value of non-hedge derivative instruments of $2,053, (vi) equity-based compensation of $1, (vii) asset impairment of $87 and (viii) equity method basis adjustments of $16.
(3)Railroad
Includes the following items for the three months ended March 31, 2024: (i) equity-based compensation of $1, (ii) provision for income taxes of $4, (iii) depreciation and amortization expense of $18 and (iv) interest and other costs on pension and OPEB liabilities of $2.
Jefferson Terminal
Includes the following items for the three months ended March 31, 2024: (i) equity-based compensation of $412, (ii) benefit from income taxes of $(130), (iii) interest expense of $2,180 and (iv) depreciation and amortization expense of $3,027.
Repauno
Includes the following items for the three months ended March 31, 2024: (i) equity-based compensation of $18, (ii) benefit from income taxes of $(8), (iii) interest expense of $9 and (iv) depreciation and amortization expense of $149.
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v3.24.1.u1
Cover
May 07, 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 May 07, 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
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Document Fiscal Period Focus FY
Entity Central Index Key 0001899883
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