On April 28, 2022, the Board of Directors of the Company unanimously approved the previously announced spin-off of the Company’s infrastructure business held by FTAI Infrastructure (a wholly owned subsidiary of the Company). The spin-off was effected as a distribution of all of the shares owned by the Company of common stock of FTAI Infrastructure to the holders of the Company’s ordinary shares as of July 21, 2022. The distribution was completed on August 1, 2022. Under ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the spin-off met the criteria to be reported as a discontinued operation. Therefore, FTAI Infrastructure is presented as a discontinued operation within the Company’s financial statements for all periods prior to August 1, 2022.

FTAI Infrastructure is a corporation for U.S. federal income tax purposes and holds, among other things, the Company’s previously held interests in the (i) Jefferson Terminal business, (ii) Repauno business, (iii) Long Ridge investment, and (iv) Transtar business. FTAI Infrastructure retained all related project-level debt of those businesses. In connection with the spin-off, FTAI Infrastructure paid a dividend of $730.3 million to the Company. The Company used these proceeds to repay all

outstanding borrowings under its 2021 bridge loans, $200.0 million of its 6.50% senior unsecured notes due 2025, and approximately $175.0 million of the outstanding borrowings under its revolving credit facility. FTAI retained the aviation business and certain other assets, and FTAI’s remaining outstanding corporate indebtedness.

In connection with the spin-off, the Company and the Manager assigned the Company’s then-existing management agreement to FTAI Infrastructure, and FTAI Infrastructure and the Manager executed an amended and restated agreement. The Company and certain of its subsidiaries executed a new management agreement with the Manager. The new management agreement has an initial term of six years. The Manager is entitled to a management fee and reimbursement of certain expenses on substantially similar terms as the previous arrangements with the Manager, which were assigned to FTAI Infrastructure. Prior to the Merger described below, our Manager remained entitled to incentive allocations (comprised of income incentive allocation and capital gains incentive allocation) on the same terms as they existed prior to spin-off. Following the Merger, the Company entered into a Services and Profit Sharing Agreement (the “Services and Profit Sharing Agreement”), with a subsidiary of the Company and Fortress Worldwide Transportation and Infrastructure Master GP LLC (“Master GP”), pursuant to which Master GP is entitled to incentive payments on substantially similar terms as the previous arrangements.

Terminal Services Revenues—Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis.

Rail Revenues—Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated.

Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur.

Ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided.

Other Revenue—Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis.

Additionally, other revenue consists of revenue related to derivative trading activities and also includes revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms.

The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

At December 31, 2021, we held an approximately 98% economic interest, and a 100% voting interest in Delaware River Partners LLC (“DRP”). DRP was solely reliant on us to finance its activities and therefore was a VIE. We concluded that we were the primary beneficiary; and accordingly, DRP has been presented on a consolidated basis in the tables below. Total VIE assets of DRP were $316.5 million and total VIE liabilities were $32.6 million as of December 31, 2021.

Goodwill included the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal and Transtar. Subsequent to the spin-off on August 1, 2022, the Company does not have any goodwill.

We reviewed the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review was conducted as of October 1st of each year. Additionally, we reviewed the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment.

For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A qualitative analysis was not elected for 2021 or 2020.

A goodwill impairment assessment compares the fair value of the respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds its fair value.

We estimated the fair value of the Jefferson and Transtar reporting units using an income approach, specifically a discounted cash flow analysis. The analysis required us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures, the timing of future cash flows, and discount rates. The estimates and assumptions were used to consider historical performance if indicative of future performance and were consistent with the assumptions used in determining future profit plans for the reporting units.

Customer relationship intangible assets were amortized on a straight-line basis over their useful lives as the pattern in which the asset’s economic benefits are consumed cannot reliably be determined. Customer relationship intangible assets have useful lives ranging from 5 to 15 years, no estimated residual value, and amortization was recorded as a component of Depreciation and amortization in the Consolidated Statements of Operations. The weighted-average remaining amortization period was approximately 154 months as of December 31, 2021.


	Year Ended December 31,
	2022		2021		2020
Revenues
Total revenues	$	140,009	$	120,219	$	68,562
Expenses
Cost of sales	12,732		—		10,864
Operating expense	92,478		98,541		58,527
General and administrative expenses	2,694		3,961		4,053
Acquisition and transaction expenses	13,971		4,030		—
Management fees and incentive allocation to affiliate	8,134		15,638		13,073
Depreciation and amortization	40,319		54,016		31,114
Interest expense	15,105		16,019		10,764
Total expenses	185,433		192,205		128,395
Equity in losses of unconsolidated entities	(46,602)		(11,331)		(3,107)
Gain on sale of assets, net	258		16		1,323
Loss on extinguishment of debt	—		—		(4,724)
Other (expense) income	(1,421)		(8,727)		138
Total other expense	(47,765)		(20,042)		(6,370)
Loss before income taxes	(93,189)		(92,028)		(66,203)
Provision for (benefit from) income taxes	8,227		(4,183)		(1,562)
Net loss from discontinued operations, net of income taxes	(101,416)		(87,845)		(64,641)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(18,817)		(26,472)		(16,522)
Net loss attributable to shareholders	$	(82,599)	$	(61,373)	$	(48,119)

The following table summarizes the carrying value of the major classes of assets and liabilities of discontinued operations as of December 31, 2021:


	December 31, 2021
Assets
Cash and cash equivalents	$	49,872
Restricted cash	251,983
Accounts receivable, net	50,301
Leasing equipment, net	36,012
Operating lease right-of-use assets, net	71,547
Property, plant and equipment, net	1,517,594
Investments	54,408
Intangible assets, net	67,737
Goodwill	257,137
Other assets	85,710
Total assets of discontinued operations	2,442,301

Liabilities
Accounts payable and accrued liabilities	115,634
Debt, net	718,624
Operating lease liabilities	70,404
Other liabilities	75,593
Total liabilities of discontinued operations	980,255

The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows for all periods presented. The following table summarizes depreciation and amortization, capital expenditures, and other significant operating and investing noncash items of discontinued operations for each period presented:


	Year Ended December 31,
	2022		2021		2020
Operating activities:
Equity in losses of unconsolidated entities	$	46,601	$	11,331	$	3,107
Depreciation and amortization	40,319		54,016		31,114
Equity-based compensation	2,623		4,038		2,325
Investing activities:
Acquisition of property, plant and equipment	$	(129,920)	$	(140,896)	$	(247,961)
Acquisition of business, net of cash acquired	(3,819)		(627,090)		—
Investment in unconsolidated entities	7,954		53,055		(4,690)
Proceeds from sale of property, plant and equipment	5,289		4,494		—
Non-cash change in equity method investment	(182,963)		(129,907)		(26,609)
Conversion of interests in unconsolidated entities	(21,302)		—		—

The Company accounted for Long Ridge Terminal LLC, included in liabilities of discontinued operations at December 31, 2021 included above, using the equity method of accounting. Summarized financial data for Long Ridge Terminal LLC are shown in the following tables for the periods in which the Company held the equity investment.


	December 31, 2021
Balance Sheet
Assets
Cash and cash equivalents	$	2,932
Restricted cash	32,469
Accounts receivable, net	17,896


Property, plant, and equipment, net	764,607

Intangible assets, net	4,940
Goodwill	89,390
Inventory, net	1,691
Other assets	12,750
Total assets	$	926,675

Liabilities
Accounts payable and accrued liabilities	$	16,121
Debt, net	604,261
Derivative liabilities	339,033
Other liabilities	2,246
Total liabilities	961,661

Equity
Shareholders’ equity	(1,035)
Accumulated deficit	(33,951)
Total equity	(34,986)
Total liabilities and equity	$	926,675


Income Statement	2022		2021		2020


Total revenues	$	15,199	$	85,638	$	24,917

Expenses
Operating expenses	36,693		28,310		16,339

Depreciation and amortization	29,381		24,836		11,004
Interest expense	30,622		11,005		2,037


Total expenses	96,696		64,151		29,380





Total other expense	(234)		(44,302)		(1,967)
Net loss	$	(81,731)	$	(22,815)	$	(6,430)