Form 8-K - Current report

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)

[phone]

(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 share			FIP			The 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.

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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 Number						Description
99.1						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

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 Results			Q1’24
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.

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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.

[phone]

[e-mail]

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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,
			2024						2023
Revenues
Total revenues			$	82,535					$	76,494
Expenses
Operating expenses			64,575						65,162
General and administrative			4,861						3,201
Acquisition and transaction expenses			926						269
Management fees and incentive allocation to affiliate			3,001						2,982
Depreciation and amortization			20,521						20,135
Asset impairment			—						141
Total expenses			93,884						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 income			2,365						221
Total other expense			(37,143)						(18,787)
Loss before income taxes			(48,492)						(34,183)
Provision for income taxes			1,805						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 stock			16,975						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:
Basic			104,189,287						102,787,640
Diluted			104,189,287						102,787,640

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FTAI INFRASTRUCTURE INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollar amounts in thousands, except share and per share data)

			(Unaudited)
			March 31, 2024						December 31, 2023
Assets
Current assets:
Cash and cash equivalents			$	22,968					$	29,367
Restricted cash			41,328						58,112
Accounts receivable, net			53,914						55,990
Other current assets			46,321						42,034
Total current assets			164,531						185,503
Leasing equipment, net			35,652						35,587
Operating lease right-of-use assets, net			68,921						69,748
Property, plant, and equipment, net			1,610,731						1,630,829
Investments			68,085						72,701
Intangible assets, net			50,735						52,621
Goodwill			275,367						275,367
Other assets			70,659						57,253
Total assets			$	2,344,681					$	2,379,609
Liabilities
Current liabilities:
Accounts payable and accrued liabilities			$	139,662					$	130,796
Current debt, net			77,683						—
Operating lease liabilities			7,242						7,218
Other current liabilities			15,180						12,623
Total current liabilities			239,767						150,637
Debt, net			1,266,506						1,340,910
Operating lease liabilities			61,599						62,441
Other liabilities			114,068						87,530
Total liabilities			1,681,940						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 capital			822,956						843,971
Accumulated deficit			(221,780)						(182,173)
Accumulated other comprehensive loss			(199,643)						(178,515)
Stockholders' equity			402,549						484,289
Non-controlling interest in equity of consolidated subsidiaries			(82,015)						(71,430)
Total equity			320,534						412,859
Total liabilities, redeemable preferred stock and equity			$	2,344,681					$	2,379,609

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FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

			Three Months Ended March 31,
			2024						2023
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 entities			11,902						(4,366)
Loss on sale of assets, net			13						124
Equity-based compensation			2,340						895
Depreciation and amortization			20,521						20,135
Asset impairment			—						141
Change in deferred income taxes			1,337						1,547
Change in fair value of non-hedge derivative			—						1,125
Amortization of deferred financing costs			1,929						1,429
Amortization of bond discount			1,426						1,045
Provision for (benefit from) credit losses			169						(165)
Change in:
Accounts receivable			1,907						(10,825)
Other assets			(4,289)						8,140
Accounts payable and accrued liabilities			9,206						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 equipment			20						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 period			87,479						149,642
Cash and cash equivalents and restricted cash, end of period			$	64,296					$	108,433

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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)			2024						2023
Net loss attributable to stockholders			$	(56,582)					$	(40,589)
Add: Provision for income taxes			1,805						1,729
Add: Equity-based compensation expense			2,340						895
Add: Acquisition and transaction expenses			926						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 expense			27,593						23,250
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)			6,257						8,190
Add: Dividends and accretion of redeemable preferred stock			16,975						14,570
Add: Interest and other costs on pension and OPEB liabilities			600						480
Add: Other non-recurring items (3)			—						1,288
Less: Equity in losses (earnings) of unconsolidated entities			11,902						(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.

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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)			Railroad						Jefferson Terminal						Repauno						Power and Gas						Four Core Segments
Net income (loss) attributable to stockholders			$	14,436					$	(11,120)					$	(4,260)					$	(5,427)					$	(6,371)
Add: Provision for (benefit from) income taxes			1,092						(554)						(136)						—						402
Add: Equity-based compensation expense			290						1,759						291						—						2,340
Add: Acquisition and transaction expenses			184						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 expense			69						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 liabilities			600						—						—						—						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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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
Amendment Flag	false
Document Fiscal Period Focus	FY
Entity Central Index Key	0001899883

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