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FTAI Infrastructure Inc.

FIP
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Business Summary

FTAI Infrastructure Inc. (FIP) operates in the critical infrastructure sector, focusing on transportation, energy, and industrial products industries in North America. The company's business model revolves around acquiring, developing, and operating long-lived assets and operating businesses that provide mission-critical services, typically characterized by high barriers to entry, strong margins, stable cash flows, and upside potential from earnings growth and asset appreciation driven by increased use and inflation. FIP takes an opportunistic approach, targeting distressed or undervalued assets where value can be added through active management, with a target overall corporate leverage of no greater than 50% of total capital on a consolidated basis . As of December 31, 2025, FIP reported total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million .

The company's core business model generates revenue through a mix of lease income, rail revenues, terminal services revenues, power revenues, gas revenues, roadside services revenues, and other revenue. For the year ended December 31, 2025, the Power and Gas business accounted for 36% of total revenue , the Railroad business for 34% , and the Ports and Terminals business for 19% , with Corporate and Other contributing the remaining 11% . FIP is externally managed by an affiliate of Fortress, which provides a management team responsible for implementing business strategy and performing services, subject to board oversight . The management agreement has an initial six-year term and renews automatically for one-year terms unless terminated .

FIP's operations are divided into four primary business lines: Railroad, Ports and Terminals, Power and Gas, and Sustainability and Energy Transition. The Railroad business primarily invests in and operates short line and regional railroads in North America, including Transtar and the newly acquired Wheeling Corporation . The Ports and Terminals business, comprising the Jefferson Terminal and Repauno segments, develops or acquires industrial properties for storing and handling energy products like crude oil, refined products, and clean fuels . The Power and Gas business develops and operates facilities such as the 485-megawatt power plant at the Long Ridge terminal in Ohio . The Sustainability and Energy Transition business focuses on investments in companies and assets utilizing green technology, producing sustainable fuels, or enabling carbon footprint reduction .

The Railroad segment, for the year ended December 31, 2025, generated total revenues of $172.940 million . This segment includes Transtar, which operates six short-line freight railroads and one switching company, providing rail service to U.S. Steel Corporation facilities under a 15-year exclusive strategic rail partnership with minimum volume commitments for the first five years . The Wheeling Corporation (W&LE), acquired on August 25, 2025, is a regional freight railroad operating over 1,000 miles of track across Ohio, Pennsylvania, West Virginia, and Maryland, serving approximately 250 customers and handling over 124,000 carloads annually .

The Ports and Terminals business includes the Jefferson Terminal and Repauno segments. Jefferson Terminal, for the year ended December 31, 2025, reported total revenues of $85.658 million . It develops, owns, and operates port terminals in southeast Texas, including a large multi-modal crude oil and refined products storage, transloading, and handling terminal at the Port of Beaumont, with 6.2 million barrels of storage capacity . Repauno, for the year ended December 31, 2025, generated total revenues of $10.991 million . It is a multimodal facility on the Delaware River with 1,600 acres, underground granite storage cavern infrastructure, a multipurpose dock, and a rail-to-ship transloading system .

The Power and Gas segment, for the year ended December 31, 2025, generated total revenues of $179.331 million . This segment is comprised of Long Ridge Energy & Power, which operates a 485-megawatt combined-cycle power plant and a multimodal energy terminal on the Ohio River . The Sustainability and Energy Transition segment includes investments in Aleon and Gladieux, which focus on battery and metal recycling, and Clean Planet Group, which develops ecoPlants to convert non-recyclable waste plastics into ultra-clean fuels and oils .

For the fiscal year ended December 31, 2025, FIP reported total revenues of $502.520 million , an increase of $171.023 million from $331.497 million in 2024. Total expenses were $494.551 million , up from $430.993 million in 2024. The company recorded a net loss of $152.054 million for 2025, compared to a net loss of $266.064 million in 2024. Diluted EPS was $(2.26) in 2025, an improvement from $(2.72) in 2024. Cash and cash equivalents were $57.351 million as of December 31, 2025, with total debt, net of $3.774 billion .

Year-over-year, total revenues increased by $171.0 million , primarily driven by higher revenues in the Power and Gas and Jefferson Terminal segments . Power revenues increased by $156.2 million and Gas revenues by $21.2 million due to the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025 . Terminal services revenue increased by $1.8 million due to increased average refined oil throughput volumes at Jefferson Terminal and the Long Ridge acquisition, partially offset by lower volumes from a new butane throughput contract at Repauno . Rail revenues decreased by $5.8 million due to decreased carloads in the Railroad segment , and Roadside services revenue decreased by $2.8 million at FYX . Total expenses increased by $63.6 million , mainly due to increases in operating expenses, general and administrative expenses, acquisition and transaction expenses, and depreciation and amortization, partially offset by a decrease in asset impairment . Adjusted EBITDA (Non-GAAP) increased by $233.6 million to $361.224 million in 2025 from $127.588 million in 2024.

Significant operational developments during the period include the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC on February 26, 2025, resulting in 100% ownership and full consolidation of Long Ridge . This transaction led to a gain of $120.0 million on the remeasurement of the pre-existing equity interest . Additionally, on August 25, 2025, FIP completed the purchase of 100% of The Wheeling Corporation for approximately $1.05 billion , taking full control on December 26, 2025, after STB approval . The company also sold its investment in Clean Planet USA and acquired a new investment in Clean Planet USA's parent company, Pyroplast Energy LTD, on December 22, 2025 .

Business Outlook

Management believes it has sufficient liquidity to satisfy its cash needs, and is actively evaluating and taking action to preserve adequate liquidity, including limiting discretionary spending and re-prioritizing capital projects . The company has refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement and paid down the Jefferson June 2025 Credit Agreement subsequent to September 30, 2025 . Management's plan includes exercising existing contractual options to extend the DRP DB Term Loan of $106 million , the first tranche of EB-5 Loan Agreement of $26 million , and the second tranche of EB-5 Loan Agreement of $9.7 million , which would extend maturities to May 30, 2028, January 25, 2028, and March 11, 2028, respectively .

A key growth area is the continued investment in infrastructure assets, with management proactively seeking opportunities that offer strong long-term growth potential and risk-adjusted returns . The company has identified several opportunities for future capital deployment within its existing assets, including significant potential at Jefferson Terminal, Repauno, and Long Ridge . The current pipeline includes opportunities for renewable and non-renewable energy, intermodal, rail, and port-related investments .

Specifically, at Jefferson Terminal, recent expansion projects included the construction of a second ship dock, completed in 2023, and 10 new tanks with approximately 1.9 million barrels of storage capacity . The terminal is also undertaking a project to equip an existing 14-mile crude oil pipeline with bi-directional flow capability to enhance access to light crude oil volumes . At Repauno, the company is expanding storage and transloading capacity and pursuing accretive sustainable energy projects, such as the export of green hydrogen .

In the Power and Gas segment, Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises, including artificial intelligence data centers . Long Ridge is exploring the ability to eventually run its power plant on carbon-free hydrogen, having already tested blending hydrogen as a fuel in April 2022 . The plant is anticipated to be transitioned to be capable of burning 100% green hydrogen over the next decade .

Operationally, the company expects the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years . The expansion of refineries in the Beaumont/Port Arthur area and growing crude oil and natural gas production in the U.S. and Canada are expected to increase demand for storage on the U.S. Gulf Coast, which could positively impact Jefferson Terminal operations . However, further delays in executing anticipated contracts or achieving projected volumes could adversely affect the fair value of the reporting unit .

Planned capital allocation includes continued investments in infrastructure assets, with cash used for investments totaling $1.1 billion in 2025. The company may also seek to repay, refinance, or restructure debt or repurchase outstanding debt through various transactions, depending on market conditions and liquidity requirements . The company has significant debt obligations, with $1.6 billion of principal payments and $248.9 million of interest payments due within the next twelve months .

Management has concluded that its current liquidity, forecasted cash flows from operations, and completed financing transactions are not sufficient to meet obligations, including the repayment of the $218 million Jefferson Taxable Series 2024B Bonds upon their maturity . To address this, management intends to refinance these bonds with long-term financing, or draw on a binding Backstop Agreement dated March 16, 2026, which allows borrowing up to $255 million via a bridge facility maturing 364 days after closing, to pay off the bonds due July 1, 2026 .

Risk Factors

The company faces several material risks, including uncertainty relating to macroeconomic conditions, which may reduce demand for assets, limit capital access, or have other unforeseen negative effects, exacerbated by global events like the Russia-Ukraine conflict and Middle East conflicts . The industries in which FIP operates are susceptible to oversupply, which could depress asset values and decrease utilization . Contractual defaults by customers, particularly given the concentration of revenue from a small number of customers (e.g., 27% of 2025 revenue from the largest customer , and 32% of Railroad segment revenue from one customer ), could decrease revenues and increase expenses . The North American rail sector is highly regulated, and increased compliance costs or liability for violations could significantly raise operational costs . Furthermore, the transport of hazardous materials by rail exposes the company to substantial expenses and claims in the event of a release or combustion, potentially exceeding insurance coverage . Fluctuating fuel and energy prices can significantly impact operating results, especially in the rail business where fuel costs are substantial . The company's reliance on Class I railroads for a significant portion of North American operations means deterioration in these relationships could adversely affect results . Unplanned interruptions from equipment failure, aging infrastructure, or catastrophic events like natural disasters may disrupt business and cause uninsured losses . The company's use of leverage to finance acquisitions may adversely affect returns and reduce funds available for distribution . An "ownership change" for Section 382 of the Code purposes in the first half of 2025 limits the ability to utilize net operating loss and certain other tax attributes, potentially increasing future U.S. federal income tax obligations .

Management Priorities

Management's message to shareholders emphasizes a focus on acquiring, developing, and operating critical infrastructure assets in transportation, energy, and industrial products industries, with a strategy to target sectors with strong long-term growth potential and generate attractive risk-adjusted returns through opportunistic investments and active management . The company aims to maintain overall corporate leverage of no greater than 50% of total capital on a consolidated basis . Management has explicitly stated its intention to alleviate liquidity risk by, among other things, eliminating dividends on common stock . Strategic priorities include leveraging the Manager's expertise and relationships to identify and execute attractive acquisitions, developing incremental opportunities for capital deployment within existing assets, and pursuing sustainable energy projects such as the export of green hydrogen at Repauno and the transition of the Long Ridge power plant to carbon-free hydrogen . Management is also evaluating strategic alternatives for Long Ridge, including a potential sale .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Our Company
  2. [2] Item 1, Business — Our Company
  3. [3] Item 1, Business — Our Company
  4. [4] Item 1, Business — Our Company
  5. [5] Item 1, Business — Our Company
  6. [6] Item 1, Business — Our Company
  7. [7] Item 1, Business — Our Company
  8. [8] Item 1, Business — Management Agreement
  9. [9] Item 1, Business — Management Agreement
  10. [10] Item 1, Business — Our Company
  11. [11] Item 1, Business — Our Company
  12. [12] Item 1, Business — Our Company
  13. [13] Item 1, Business — Our Company
  14. [14] Item 7, MD&A — Railroad Segment
  15. [15] Item 1, Business — Transtar
  16. [16] Item 1, Business — The Wheeling Corporation
  17. [17] Item 7, MD&A — Jefferson Terminal Segment
  18. [18] Item 1, Business — Jefferson Terminal
  19. [19] Item 7, MD&A — Repauno Segment
  20. [20] Item 1, Business — Repauno
  21. [21] Item 7, MD&A — Power and Gas Segment
  22. [22] Item 1, Business — Long Ridge Energy & Power
  23. [23] Item 1, Business — Sustainability and Energy Transition
  24. [24] Item 7, MD&A — Consolidated Results
  25. [25] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  26. [26] Item 7, MD&A — Consolidated Results
  27. [27] Item 7, MD&A — Consolidated Results
  28. [28] Item 7, MD&A — Consolidated Results
  29. [29] Item 7, MD&A — Consolidated Results
  30. [30] Item 7, MD&A — Consolidated Results
  31. [31] Item 7, MD&A — Consolidated Results
  32. [32] Item 7, MD&A — Consolidated Results
  33. [33] Item 8, Consolidated Balance Sheets
  34. [34] Item 8, Consolidated Balance Sheets
  35. [35] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  36. [36] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  37. [37] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  38. [38] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  39. [39] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  40. [40] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  41. [41] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  42. [42] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  43. [43] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  44. [44] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  45. [45] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Revenues
  46. [46] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Expenses
  47. [47] Item 7, MD&A — Comparison of the years ended December 31, 2025 and 2024 — Expenses
  48. [48] Item 7, MD&A — Adjusted EBITDA (Non-GAAP) table
  49. [49] Item 7, MD&A — Adjusted EBITDA (Non-GAAP) table
  50. [50] Item 7, MD&A — Adjusted EBITDA (Non-GAAP) table
  51. [51] Item 1, Business — Long Ridge Energy & Power
  52. [52] Item 3, Acquisition of Subsidiaries — Acquisition of Long Ridge Energy & Power LLC
  53. [53] Item 3, Acquisition of Subsidiaries — Acquisition of Long Ridge Energy & Power LLC
  54. [54] Item 3, Acquisition of Subsidiaries — Acquisition of The Wheeling Corporation
  55. [55] Item 3, Acquisition of Subsidiaries — Acquisition of The Wheeling Corporation
  56. [56] Item 1, Business — Clean Planet Group
  57. [57] Item 7, MD&A — Liquidity and Capital Resources
  58. [58] Item 7, MD&A — Liquidity and Capital Resources
  59. [59] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  60. [60] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  61. [61] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  62. [62] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  63. [63] Item 1, Business — Our Strategy
  64. [64] Item 1, Business — Our Strategy
  65. [65] Item 1, Business — Our Strategy
  66. [66] Item 1, Business — Jefferson Terminal
  67. [67] Item 1, Business — Jefferson Terminal
  68. [68] Item 1, Business — Repauno
  69. [69] Item 1, Business — Long Ridge Energy & Power
  70. [70] Item 1, Business — Long Ridge Energy & Power
  71. [71] Item 1, Business — Long Ridge Energy & Power
  72. [72] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Goodwill
  73. [73] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Goodwill
  74. [74] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Goodwill
  75. [75] Item 7, MD&A — Liquidity and Capital Resources
  76. [76] Item 7, MD&A — Liquidity and Capital Resources
  77. [77] Item 7, MD&A — Contractual Obligations and Cash Requirements
  78. [78] Item 7, MD&A — Contractual Obligations and Cash Requirements
  79. [79] Item 7, MD&A — Contractual Obligations and Cash Requirements
  80. [80] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  81. [81] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  82. [82] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Liquidity
  83. [83] Item 1A, Risk Factors — Uncertainty relating to macroeconomic conditions may reduce the demand for our assets, limit our ability to obtain additional capital to finance new investments or refinance existing debt, or have other unforeseen negative effects.
  84. [84] Item 1A, Risk Factors — The industries in which we operate have experienced periods of oversupply during which asset values have declined, particularly during the most recent economic downturn, and any future oversupply could materially adversely affect our results of operations and cash flows.
  85. [85] Item 1, Business — Customers
  86. [86] Item 1, Business — Customers
  87. [87] Item 1A, Risk Factors — Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.
  88. [88] Item 1A, Risk Factors — The North American rail sector is a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements could significantly increase our operational costs of doing business, thereby adversely affecting our profitability.
  89. [89] Item 1A, Risk Factors — We transport hazardous materials.
  90. [90] Item 1A, Risk Factors — We may be affected by fluctuating prices for fuel and energy.
  91. [91] Item 1A, Risk Factors — Because we depend on Class I railroads for a significant portion of our operations in North America, our results of operations, financial condition and liquidity may be adversely affected if our relationships with these carriers deteriorate.
  92. [92] Item 1A, Risk Factors — Our assets are exposed to unplanned interruptions caused by events outside of our control which may disrupt our business and cause damage or losses that may not be adequately covered by insurance.
  93. [93] Item 1A, Risk Factors — Our determination of how much leverage to use to finance our acquisitions may adversely affect our return on our assets and may reduce funds available for distribution.
  94. [94] Item 1A, Risk Factors — We experienced an “ownership change” for purposes of Section 382 of the Code, which limits our ability to utilize our net operating loss and certain other tax attributes to reduce our future taxable income.
  95. [95] Item 1, Business — Our Company
  96. [96] Item 1, Business — Our Company
  97. [97] Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  98. [98] Item 1, Business — Our Strategy
  99. [99] Item 1, Business — Long Ridge Energy & Power

Analysis on 5/21/2026