SEGMENT INFORMATION | SEGMENT INFORMATION During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below. Additionally, during the third quarter of 2022, we modified our definition of Adjusted EBITDA to exclude the impact of interest and other costs on pension and other post-employment benefits (“OPEB”) liabilities and dividends and accretion of redeemable preferred stock. During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense. All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure. Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion 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. We believe that net income (loss) attributable to stockholders and Former Parent, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders and Former Parent as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment: I. For the Year Ended December 31, 2023 Year Ended December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 169,445 $ 72,146 $ 10,691 $ — $ — $ 68,190 320,472 Expenses Operating expenses 92,972 66,576 22,203 2,726 29 69,166 253,672 General and administrative — — — — — 12,833 12,833 Acquisition and transaction expenses 737 1,370 — 94 1 1,938 4,140 Management fees and incentive allocation to affiliate — — — — — 12,467 12,467 Depreciation and amortization 19,590 48,916 9,336 — — 3,150 80,992 Asset impairment 743 — — — — — 743 Total expenses 114,042 116,862 31,539 2,820 30 99,554 364,847 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (9,949) (14,814) 56 (24,707) (Loss) gain on sale of assets, net (437) 7,292 — — — — 6,855 Loss on extinguishment of debt (937) — — — — (1,099) (2,036) Interest expense (2,284) (32,443) (2,557) (3) — (62,316) (99,603) Other (expense) income (2,164) (1,302) — 7,523 2,529 — 6,586 Total other expense (5,822) (26,453) (2,557) (2,429) (12,285) (63,359) (112,905) Income (loss) before income taxes 49,581 (71,169) (23,405) (5,249) (12,315) (94,723) (157,280) (Benefit from) provision for income taxes (561) 2,468 496 — — 67 2,470 Net income (loss) 50,142 (73,637) (23,901) (5,249) (12,315) (94,790) (159,750) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 143 (36,917) (1,412) — — (228) (38,414) Less: Dividends and accretion of redeemable preferred stock — — — — — 62,400 62,400 Net income (loss) attributable to stockholders $ 49,999 $ (36,720) $ (22,489) $ (5,249) $ (12,315) $ (156,962) $ (183,736) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Year Ended December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 78,521 $ 35,694 $ (8,061) $ 34,784 $ (7,253) $ (26,163) $ 107,522 Add: Non-controlling share of Adjusted EBITDA 21,515 Add: Equity in losses of unconsolidated entities (24,707) Less: Interest and other costs on pension and OPEB liabilities (2,130) Less: Dividends and accretion of redeemable preferred stock (62,400) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (20,209) Less: Interest expense (99,603) Less: Depreciation and amortization expense (81,541) Less: Incentive allocations — Less: Asset impairment charges (743) Less: Changes in fair value of non-hedge derivative instruments (1,125) Less: Losses on the modification or extinguishment of debt and capital lease obligations (2,036) Less: Acquisition and transaction expenses (4,140) Less: Equity-based compensation expense (9,199) Less: Provision for income taxes (2,470) Less: Other non-recurring items (2,470) Net loss attributable to stockholders $ (183,736) II. For the Year Ended December 31, 2022 Year Ended December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 149,661 $ 60,289 $ 4,117 $ — $ — $ 47,899 261,966 Expenses Operating expenses 84,863 56,417 17,072 826 10 48,969 208,157 General and administrative — — — — — 10,891 10,891 Acquisition and transaction expenses 763 64 — 458 280 15,279 16,844 Management fees and incentive allocation to affiliate — — — — — 12,964 12,964 Depreciation and amortization 20,164 39,318 9,322 — — 1,945 70,749 Total expenses 105,790 95,799 26,394 1,284 290 90,048 $ 319,605 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (60,538) (7,012) 151 (67,399) Loss on sale of assets, net (1,603) — — — — — (1,603) Interest expense (212) (24,798) (1,590) — — (26,639) (53,239) Other (expense) income (1,632) (4,317) — 524 2,123 133 (3,169) Total other expense (3,447) (29,115) (1,590) (60,014) (4,889) (26,355) (125,410) Income (loss) before income taxes 40,424 (64,625) (23,867) (61,298) (5,179) (68,504) (183,049) Provision for income taxes 1,287 3,016 165 — — — 4,468 Net income (loss) 39,137 (67,641) (24,032) (61,298) (5,179) (68,504) (187,517) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 15 (32,018) (1,242) — — (688) (33,933) Less: Dividends and accretion of redeemable preferred stock — — — — — 23,657 23,657 Net income (loss) attributable to stockholders and Former Parent $ 39,122 $ (35,623) $ (22,790) $ (61,298) $ (5,179) $ (91,473) $ (177,241) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent: Year Ended December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 64,286 $ 18,490 $ (12,743) $ 18,039 $ (2,334) $ (24,710) $ 61,028 Add: Non-controlling share of Adjusted EBITDA 16,279 Add: Equity in losses of unconsolidated entities (67,399) Less: Interest and other costs on pension and OPEB liabilities (1,232) Less: Dividends and accretion of redeemable preferred stock (23,657) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (13,939) Less: Interest expense (53,239) Less: Depreciation and amortization expense (70,749) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 1,125 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (16,844) Less: Equity-based compensation expense (4,146) Less: Provision for income taxes (4,468) Less: Other non-recurring items — Net loss attributable to stockholders and Former Parent $ (177,241) III. For the Year Ended December 31, 2021 Year Ended December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 62,250 $ 46,352 $ 11,617 $ — $ — $ — 120,219 Expenses Operating expenses 35,824 48,255 14,304 99 — 59 98,541 General and administrative — — — — — 8,737 8,737 Acquisition and transaction expenses 2,841 — — — — 11,985 14,826 Management fees and incentive allocation to affiliate — — — — — 15,638 15,638 Depreciation and amortization 8,951 36,013 9,052 — — — 54,016 Total expenses 47,616 84,268 23,356 99 — 36,419 191,758 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (13,597) (372) 470 (13,499) Gain on sale of assets, net — — 16 — — — 16 Interest expense (60) (14,812) (1,147) — — — (16,019) Other expense (422) (4,726) — (3,782) — — (8,930) Total other (expense) income (482) (19,538) (1,131) (17,379) (372) 470 (38,432) Income (loss) before income taxes 14,152 (57,454) (12,870) (17,478) (372) (35,949) (109,971) Provision for (benefit from) income taxes 64 229 — (3,930) — 7 (3,630) Net income (loss) 14,088 (57,683) (12,870) (13,548) (372) (35,956) (106,341) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries — (26,250) (222) — — — (26,472) Net income (loss) attributable to Former Parent $ 14,088 $ (31,433) $ (12,648) $ (13,548) $ (372) $ (35,956) $ (79,869) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Former Parent: Year Ended December 31, 2021 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 26,449 $ 10,631 $ (4,149) $ 25,524 $ (372) $ (24,372) $ 33,711 Add: Non-controlling share of Adjusted EBITDA 12,508 Add: Equity in losses of unconsolidated entities (13,499) Less: Interest and other costs on pension and OPEB liabilities (445) Less: Dividends and accretion of redeemable preferred stock — Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (29,095) Less: Interest expense (16,019) Less: Depreciation and amortization expense (54,016) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments 2,220 Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (14,826) Less: Equity-based compensation expense (4,038) Less: Benefit from income taxes 3,630 Less: Other non-recurring items — Net loss attributable to Former Parent $ (79,869) IV. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 58,114 $ 88,542 $ 9,267 $ 2 $ 22,405 $ 7,173 $ 185,503 Non-current assets 667,501 1,137,510 295,685 6,825 77,540 9,045 2,194,106 Total assets 725,615 1,226,052 304,952 6,827 99,945 16,218 2,379,609 Debt, net — 737,335 44,250 — — 559,325 1,340,910 Current liabilities 54,150 65,052 4,912 828 — 25,695 150,637 Non-current liabilities 55,975 797,854 47,816 29,310 — 559,926 1,490,881 Total liabilities 110,125 862,906 52,728 30,138 — 585,621 1,641,518 Redeemable preferred stock — — — — — 325,232 325,232 Non-controlling interests in equity of consolidated subsidiaries 2,861 (74,278) (13) — — — (71,430) Total equity 615,490 363,146 252,224 (23,311) 99,945 (894,635) 412,859 Total liabilities, redeemable preferred stock and equity $ 725,615 $ 1,226,052 $ 304,952 $ 6,827 $ 99,945 $ 16,218 $ 2,379,609 December 31, 2022 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 56,631 $ 166,252 $ 16,888 $ 396 $ 20,747 $ 16,890 $ 277,804 Non-current assets 672,275 1,136,095 289,132 8,142 84,390 10,561 2,200,595 Total assets 728,906 1,302,347 306,020 8,538 105,137 27,451 2,478,399 Debt, net 10,000 732,145 25,000 — — 463,012 1,230,157 Current liabilities 51,902 81,147 5,958 906 — 19,668 159,581 Non-current liabilities 59,698 790,687 28,163 187,165 — 463,721 1,529,434 Total liabilities 111,600 871,834 34,121 188,071 — 483,389 1,689,015 Redeemable preferred stock — — — — — 264,590 264,590 Non-controlling interests in equity of consolidated subsidiaries 1,403 (33,048) 1,093 — — 3,723 (26,829) Total equity 617,306 430,513 271,899 (179,533) 105,137 (720,528) 524,794 Total liabilities, redeemable preferred stock and equity $ 728,906 $ 1,302,347 $ 306,020 $ 8,538 $ 105,137 $ 27,451 $ 2,478,399 |