SEGMENT INFORMATION | 14. SEGMENT INFORMATION 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 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, 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, 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 as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment: I. For the Three Months Ended June 30, 2024 Three Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 45,638 $ 21,174 $ 3,862 $ — $ — $ 14,213 $ 84,887 Expenses Operating expenses 23,701 17,975 5,598 330 7 13,614 61,225 General and administrative — — — — — 2,840 2,840 Acquisition and transaction expenses 153 8 — 398 — 362 921 Management fees and incentive allocation to affiliate — — — — — 2,776 2,776 Depreciation and amortization 4,860 12,300 2,480 — — 523 20,163 Total expenses 28,714 30,283 8,078 728 7 20,115 87,925 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (7,336) (5,464) 12 (12,788) Loss on sale of assets, net (150) — — — — — (150) Loss on modification or extinguishment of debt — (9,170) — — — — (9,170) Interest expense (98) (11,190) (242) — — (18,160) (29,690) Other income 251 3,531 — 2,891 290 — 6,963 Total other income (expense) 3 (16,829) (242) (4,445) (5,174) (18,148) (44,835) Income (loss) before income taxes 16,927 (25,938) (4,458) (5,173) (5,181) (24,050) (47,873) Provision for (benefit from) income taxes 1,092 (612) (25) — — (188) 267 Net income (loss) 15,835 (25,326) (4,433) (5,173) (5,181) (23,862) (48,140) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 47 (11,174) (273) — — — (11,400) Less: Dividends and accretion of redeemable preferred stock — — — — — 17,610 17,610 Net income (loss) attributable to stockholders $ 15,788 $ (14,152) $ (4,160) $ (5,173) $ (5,181) $ (41,472) $ (54,350) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Three Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 22,121 $ 12,328 $ (1,502) $ 8,846 $ (2,784) $ (4,753) $ 34,256 Add: Non-controlling share of Adjusted EBITDA 8,305 Add: Equity in losses of unconsolidated entities (12,788) Less: Interest and other costs on pension and OPEB liabilities 138 Less: Dividends and accretion of redeemable preferred stock (17,610) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (3,208) Less: Interest expense (29,690) Less: Depreciation and amortization expense (21,596) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations (9,170) Less: Acquisition and transaction expenses (921) Less: Equity-based compensation expense (1,799) Less: Provision for income taxes (267) Less: Other non-recurring items — Net loss attributable to stockholders $ (54,350) II. For the Six Months Ended June 30, 2024 Six Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 91,950 $ 39,790 $ 7,941 $ — $ — $ 27,741 $ 167,422 Expenses Operating expenses 48,543 37,107 11,769 1,022 7 27,352 125,800 General and administrative — — — — — 7,701 7,701 Acquisition and transaction expenses 337 10 — 398 — 1,102 1,847 Management fees and incentive allocation to affiliate — — — — — 5,777 5,777 Depreciation and amortization 9,872 24,630 4,924 — — 1,258 40,684 Total expenses 58,752 61,747 16,693 1,420 7 43,190 181,809 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — (14,373) (10,338) 21 (24,690) Loss on sale of assets, net (163) — — — — — (163) Loss on modification or extinguishment of debt — (9,170) — — — — (9,170) Interest expense (167) (20,487) (388) — — (36,241) (57,283) Other income (352) 3,537 — 5,193 950 — 9,328 Total other expense (682) (26,120) (388) (9,180) (9,388) (36,220) (81,978) Income (loss) before income taxes 32,516 (48,077) (9,140) (10,600) (9,395) (51,669) (96,365) Provision for (benefit from) income taxes 2,184 (1,166) (161) — — 1,215 2,072 Net income (loss) 30,332 (46,911) (8,979) (10,600) (9,395) (52,884) (98,437) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 108 (21,639) (559) — — — (22,090) Less: Dividends and accretion of redeemable preferred stock — — — — — 34,585 34,585 Net income (loss) attributable to stockholders $ 30,224 $ (25,272) $ (8,420) $ (10,600) $ (9,395) $ (87,469) $ (110,932) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Six Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 43,779 $ 19,129 $ (3,185) $ 19,238 $ (4,643) $ (12,831) $ 61,487 Add: Non-controlling share of Adjusted EBITDA 13,987 Add: Equity in losses of unconsolidated entities (24,690) Less: Interest and other costs on pension and OPEB liabilities (462) Less: Dividends and accretion of redeemable preferred stock (34,585) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (9,465) Less: Interest expense (57,283) Less: Depreciation and amortization expense (42,693) Less: Incentive allocations — Less: Asset impairment charges — Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations (9,170) Less: Acquisition and transaction expenses (1,847) Less: Equity-based compensation expense (4,139) Less: Provision for income taxes (2,072) Less: Other non-recurring items — Net loss attributable to stockholders $ (110,932) III. For the Three Months Ended June 30, 2023 Three Months Ended June 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 42,546 $ 17,104 $ 3,947 $ — $ — $ 18,235 $ 81,832 Expenses Operating expenses 22,257 15,990 5,776 173 28 18,551 62,775 General and administrative — — — — — 3,702 3,702 Acquisition and transaction expenses 184 36 — 49 — 367 636 Management fees and incentive allocation to affiliate — — — — — 3,084 3,084 Depreciation and amortization 5,125 12,144 2,281 — — 742 20,292 Asset impairment 602 — — — — — 602 Total expenses 28,168 28,170 8,057 222 28 26,446 91,091 Other income (expense) Equity in earnings (losses) of unconsolidated entities — — — 1,639 (3,277) 13 (1,625) (Loss) gain on sale of assets, net (85) 732 — — — — 647 Interest expense (1,215) (7,978) (615) (1) — (14,373) (24,182) Other (expense) income (544) (349) — 1,643 620 — 1,370 Total other (expense) income (1,844) (7,595) (615) 3,281 (2,657) (14,360) (23,790) Income (loss) before income taxes 12,534 (18,661) (4,725) 3,059 (2,685) (22,571) (33,049) Provision for (benefit from) income taxes 720 152 40 — — (89) 823 Net income (loss) 11,814 (18,813) (4,765) 3,059 (2,685) (22,482) (33,872) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 28 (10,048) (255) — — (1) (10,276) Less: Dividends and accretion of redeemable preferred stock — — — — — 15,257 15,257 Net income (loss) attributable to stockholders $ 11,786 $ (8,765) $ (4,510) $ 3,059 $ (2,685) $ (37,738) $ (38,853) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Three Months Ended June 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 20,304 $ 7,082 $ (1,636) $ 10,403 $ (1,448) $ (7,028) $ 27,677 Add: Non-controlling share of Adjusted EBITDA 4,946 Add: Equity in earnings of unconsolidated entities (1,625) Less: Interest and other costs on pension and OPEB liabilities (480) Less: Dividends and accretion of redeemable preferred stock (15,257) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (6,886) Less: Interest expense (24,182) Less: Depreciation and amortization expense (20,292) Less: Incentive allocations — Less: Asset impairment charges (602) Less: Changes in fair value of non-hedge derivative instruments — Less: Losses on the modification or extinguishment of debt and capital lease obligations — Less: Acquisition and transaction expenses (636) Less: Equity-based compensation expense (642) Less: Provision for income taxes (823) Less: Other non-recurring items (51) Net loss attributable to stockholders $ (38,853) IV. For the Six Months Ended June 30, 2023 Six Months Ended June 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 83,551 $ 36,196 $ 2,494 $ — $ — $ 36,085 $ 158,326 Expenses Operating expenses 47,492 32,415 10,705 597 29 36,699 127,937 General and administrative — — — — — 6,903 6,903 Acquisition and transaction expenses 367 36 — 71 1 430 905 Management fees and incentive allocation to affiliate — — — — — 6,066 6,066 Depreciation and amortization 10,226 24,013 4,526 — — 1,662 40,427 Asset impairment 743 — — — — — 743 Total expenses 58,828 56,464 15,231 668 30 51,760 182,981 Other income (expense) Equity in earnings (losses) of unconsolidated entities — — — 9,400 (6,693) 34 2,741 (Loss) gain on sale of assets, net (209) 732 — — — — 523 Interest expense (2,170) (15,862) (1,203) (3) — (28,194) (47,432) Other (expense) income (1,096) (1,412) — 2,872 1,227 — 1,591 Total other (expense) income (3,475) (16,542) (1,203) 12,269 (5,466) (28,160) (42,577) Income (loss) before income taxes 21,248 (36,810) (13,940) 11,601 (5,496) (43,835) (67,232) Provision for income taxes 1,318 350 154 — — 730 2,552 Net income (loss) 19,930 (37,160) (14,094) 11,601 (5,496) (44,565) (69,784) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 46 (19,233) (753) — — (229) (20,169) Less: Dividends and accretion of redeemable preferred stock — — — — — 29,827 29,827 Net income (loss) attributable to stockholders $ 19,884 $ (17,927) $ (13,341) $ 11,601 $ (5,496) $ (74,163) $ (79,442) The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders: Six Months Ended June 30, 2023 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 37,455 $ 13,600 $ (6,497) $ 21,717 $ (3,158) $ (13,544) $ 49,573 Add: Non-controlling share of Adjusted EBITDA 10,167 Add: Equity in earnings of unconsolidated entities 2,741 Less: Interest and other costs on pension and OPEB liabilities (960) Less: Dividends and accretion of redeemable preferred stock (29,827) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities (15,076) Less: Interest expense (47,432) Less: Depreciation and amortization expense (40,427) 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 — Less: Acquisition and transaction expenses (905) Less: Equity-based compensation expense (1,537) Less: Provision for income taxes (2,552) Less: Other non-recurring items (1,339) Net loss attributable to stockholders $ (79,442) V. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 52,658 $ 198,019 $ 3,301 $ 1 $ 23,725 $ 11,539 $ 289,243 Non-current assets 664,714 1,114,978 295,356 6,524 68,242 13,351 2,163,165 Total assets 717,372 1,312,997 298,657 6,525 91,967 24,890 2,452,408 Total debt, net — 945,810 44,250 — — 564,064 1,554,124 Current liabilities 47,180 64,801 4,841 1,664 4 19,130 137,620 Non-current liabilities 31,044 1,004,501 47,644 19,334 — 565,781 1,668,304 Total liabilities 78,224 1,069,302 52,485 20,998 4 584,911 1,805,924 Redeemable preferred stock — — — — — 359,817 359,817 Non-controlling interests in equity of consolidated subsidiaries 3,364 (110,956) (572) — — — (108,164) Total equity 639,148 243,695 246,172 (14,473) 91,963 (919,838) 286,667 Total liabilities, redeemable preferred stock and equity $ 717,372 $ 1,312,997 $ 298,657 $ 6,525 $ 91,967 $ 24,890 $ 2,452,408 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 Total 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 |