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SEGMENT INFORMATION | 3 Months Ended
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Mar. 31, 2024
Segment Reporting [Abstract] |
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 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, 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 March 31, 2024
| Three Months Ended March 31, 2024
|  |  | Ports and Terminals |  |  |  |  |  |  |  |
| Railroad |  | Jefferson Terminal |  | Repauno |  | Power and Gas |  | Sustainability and Energy Transition |  | Corporate and Other |  | Total
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenues | $ | 46,312 |  |  | $ | 18,616 |  |  | $ | 4,079 |  |  | $ | — |  |  | $ | — |  |  | $ | 13,528 |  |  | $ | 82,535 |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses | 24,842 |  |  | 19,132 |  |  | 6,171 |  |  | 692 |  |  | — |  |  | 13,738 |  |  | 64,575 |
General and administrative | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,861 |  |  | 4,861 |
Acquisition and transaction expenses | 184 |  |  | 2 |  |  | — |  |  | — |  |  | — |  |  | 740 |  |  | 926 |
Management fees and incentive allocation to affiliate | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,001 |  |  | 3,001 |
Depreciation and amortization | 5,012 |  |  | 12,330 |  |  | 2,444 |  |  | — |  |  | — |  |  | 735 |  |  | 20,521 |
Total expenses | 30,038 |  |  | 31,464 |  |  | 8,615 |  |  | 692 |  |  | — |  |  | 23,075 |  |  | 93,884 |
Other (expense) income |  |  |  |  |  |  |  |  |  |  |  |  |
Equity in (losses) earnings of unconsolidated entities | — |  |  | — |  |  | — |  |  | (7,037) |  |  | (4,874) |  |  | 9 |  |  | (11,902) |
Loss on sale of assets, net | (13) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (13) |
Interest expense | (69) |  |  | (9,297) |  |  | (146) |  |  | — |  |  | — |  |  | (18,081) |  |  | (27,593) |
Other (expense) income | (603) |  |  | 6 |  |  | — |  |  | 2,302 |  |  | 660 |  |  | — |  |  | 2,365 |
Total other expense | (685) |  |  | (9,291) |  |  | (146) |  |  | (4,735) |  |  | (4,214) |  |  | (18,072) |  |  | (37,143) |
Income (loss) before income taxes | 15,589 |  |  | (22,139) |  |  | (4,682) |  |  | (5,427) |  |  | (4,214) |  |  | (27,619) |  |  | (48,492) |
Provision for (benefit from) income taxes | 1,092 |  |  | (554) |  |  | (136) |  |  | — |  |  | — |  |  | 1,403 |  |  | 1,805 |
Net income (loss) | 14,497 |  |  | (21,585) |  |  | (4,546) |  |  | (5,427) |  |  | (4,214) |  |  | (29,022) |  |  | (50,297) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 61 |  |  | (10,465) |  |  | (286) |  |  | — |  |  | — |  |  | — |  |  | (10,690) |
Less: Dividends and accretion of redeemable preferred stock | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 16,975 |  |  | 16,975 |
Net income (loss) attributable to stockholders | $ | 14,436 |  |  | $ | (11,120) |  |  | $ | (4,260) |  |  | $ | (5,427) |  |  | $ | (4,214) |  |  | $ | (45,997) |  |  | $ | (56,582) |
The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:
| Three Months Ended March 31, 2024
|  |  | Ports and Terminals |  |  |  |  |  |  |  |
| Railroad |  | Jefferson Terminal |  | Repauno |  | Power and Gas |  | Sustainability and Energy Transition |  | Corporate and Other |  | Total
Adjusted EBITDA | $ | 21,658 |  |  | $ | 6,801 |  |  | $ | (1,683) |  |  | $ | 10,392 |  |  | $ | (1,859) |  |  | $ | (8,078) |  |  | $ | 27,231 |
Add: Non-controlling share of Adjusted EBITDA |  |  |  |  |  |  |  |  |  |  |  |  | 5,682 |
Add: Equity in losses of unconsolidated entities |  |  |  |  |  |  |  |  |  |  |  |  | (11,902) |
Less: Interest and other costs on pension and OPEB liabilities |  |  |  |  |  |  |  |  |  |  |  |  | (600) |
Less: Dividends and accretion of redeemable preferred stock |  |  |  |  |  |  |  |  |  |  |  |  | (16,975) |
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities |  |  |  |  |  |  |  |  |  |  |  |  | (6,257) |
Less: Interest expense |  |  |  |  |  |  |  |  |  |  |  |  | (27,593) |
Less: Depreciation and amortization expense |  |  |  |  |  |  |  |  |  |  |  |  | (21,097) |
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 |  |  |  |  |  |  |  |  |  |  |  |  | — |
Less: Acquisition and transaction expenses |  |  |  |  |  |  |  |  |  |  |  |  | (926) |
Less: Equity-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | (2,340) |
Less: Provision for income taxes |  |  |  |  |  |  |  |  |  |  |  |  | (1,805) |
Less: Other non-recurring items |  |  |  |  |  |  |  |  |  |  |  |  | — |
Net loss attributable to stockholders |  |  |  |  |  |  |  |  |  |  |  |  | $ | (56,582) |
II. For the Three Months Ended March 31, 2023
| Three Months Ended March 31, 2023
|  |  | Port and Terminals |  |  |  |  |  |  |  |
| Railroad |  | Jefferson Terminal |  | Repauno |  | Power and Gas |  | Sustainability and Energy Transition |  | Corporate and Other |  | Total
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenues | $ | 41,005 |  |  | $ | 19,092 |  |  | $ | (1,453) |  |  | $ | — |  |  | $ | — |  |  | $ | 17,850 |  |  | $ | 76,494 |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |
Operating expenses | 25,235 |  |  | 16,425 |  |  | 4,929 |  |  | 424 |  |  | 1 |  |  | 18,148 |  |  | 65,162 |
General and administrative | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,201 |  |  | 3,201 |
Acquisition and transaction expenses | 183 |  |  | — |  |  | — |  |  | 22 |  |  | 1 |  |  | 63 |  |  | 269 |
Management fees and incentive allocation to affiliate | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,982 |  |  | 2,982 |
Depreciation and amortization | 5,101 |  |  | 11,869 |  |  | 2,245 |  |  | — |  |  | — |  |  | 920 |  |  | 20,135 |
Asset impairment | 141 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 141 |
Total expenses | 30,660 |  |  | 28,294 |  |  | 7,174 |  |  | 446 |  |  | 2 |  |  | 25,314 |  |  | 91,890 |
Other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |
Equity in earnings (losses) of unconsolidated entities | — |  |  | — |  |  | — |  |  | 7,761 |  |  | (3,416) |  |  | 21 |  |  | 4,366 |
Loss on sale of assets, net | (124) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (124) |
Interest expense | (955) |  |  | (7,884) |  |  | (588) |  |  | (2) |  |  | — |  |  | (13,821) |  |  | (23,250) |
Other (expense) income | (552) |  |  | (1,063) |  |  | — |  |  | 1,229 |  |  | 607 |  |  | — |  |  | 221 |
Total other (expense) income | (1,631) |  |  | (8,947) |  |  | (588) |  |  | 8,988 |  |  | (2,809) |  |  | (13,800) |  |  | (18,787) |
Income (loss) before income taxes | 8,714 |  |  | (18,149) |  |  | (9,215) |  |  | 8,542 |  |  | (2,811) |  |  | (21,264) |  |  | (34,183) |
Provision for income taxes | 598 |  |  | 198 |  |  | 114 |  |  | — |  |  | — |  |  | 819 |  |  | 1,729 |
Net income (loss) | 8,116 |  |  | (18,347) |  |  | (9,329) |  |  | 8,542 |  |  | (2,811) |  |  | (22,083) |  |  | (35,912) |
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | 18 |  |  | (9,185) |  |  | (498) |  |  |  |  | — |  |  | (228) |  |  | (9,893) |
Less: Dividends and accretion of redeemable preferred stock | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 14,570 |  |  | 14,570 |
Net income (loss) attributable to stockholders | $ | 8,098 |  |  | $ | (9,162) |  |  | $ | (8,831) |  |  | $ | 8,542 |  |  | $ | (2,811) |  |  | $ | (36,425) |  |  | $ | (40,589) |
The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:
| Three Months Ended March 31, 2023
|  |  | Port and Terminals |  |  |  |  |  |  |  |
| Railroad |  | Jefferson Terminal |  | Repauno |  | Power and Gas |  | Sustainability and Energy Transition |  | Corporate and Other |  | Total
Adjusted EBITDA | $ | 17,151 |  |  | $ | 6,518 |  |  | $ | (4,861) |  |  | $ | 11,314 |  |  | $ | (1,710) |  |  | $ | (6,516) |  |  | $ | 21,896 |
Add: Non-controlling share of Adjusted EBITDA |  |  |  |  |  |  |  |  |  |  |  |  | 5,221 |
Add: Equity in earnings of unconsolidated entities |  |  |  |  |  |  |  |  |  |  |  |  | 4,366 |
Less: Interest and other costs on pension and OPEB liabilities |  |  |  |  |  |  |  |  |  |  |  |  | (480) |
Less: Dividends and accretion of redeemable preferred stock |  |  |  |  |  |  |  |  |  |  |  |  | (14,570) |
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities |  |  |  |  |  |  |  |  |  |  |  |  | (8,190) |
Less: Interest expense |  |  |  |  |  |  |  |  |  |  |  |  | (23,250) |
Less: Depreciation and amortization expense |  |  |  |  |  |  |  |  |  |  |  |  | (20,135) |
Less: Incentive allocations |  |  |  |  |  |  |  |  |  |  |  |  | — |
Less: Asset impairment charges |  |  |  |  |  |  |  |  |  |  |  |  | (141) |
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 |  |  |  |  |  |  |  |  |  |  |  |  | (269) |
Less: Equity-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | (895) |
Less: Provision for income taxes |  |  |  |  |  |  |  |  |  |  |  |  | (1,729) |
Less: Other non-recurring items |  |  |  |  |  |  |  |  |  |  |  |  | (1,288) |
Net loss attributable to stockholders |  |  |  |  |  |  |  |  |  |  |  |  | $ | (40,589) |
III. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America.
| March 31, 2024
|  |  | Ports and Terminals |  |  |  |  |  |  |  |
| Railroad |  | Jefferson Terminal |  | Repauno |  | Power and Gas |  | Sustainability and Energy Transition |  | Corporate and Other |  | Total
Current assets | $ | 55,389 |  |  | $ | 73,112 |  |  | $ | 6,977 |  |  | $ | — |  |  | $ | 23,065 |  |  | $ | 5,988 |  |  | $ | 164,531 |
Non-current assets | 664,043 |  |  | 1,126,457 |  |  | 296,307 |  |  | 6,713 |  |  | 73,036 |  |  | 13,594 |  |  | 2,180,150 |
Total assets | 719,432 |  |  | 1,199,569 |  |  | 303,284 |  |  | 6,713 |  |  | 96,101 |  |  | 19,582 |  |  | 2,344,681 |
Total debt, net | — |  |  | 738,283 |  |  | 44,250 |  |  | — |  |  | — |  |  | 561,656 |  |  | 1,344,189 |
Current liabilities | 49,639 |  |  | 141,146 |  |  | 7,694 |  |  | 1,518 |  |  | — |  |  | 39,770 |  |  | 239,767 |
Non-current liabilities | 56,024 |  |  | 720,071 |  |  | 47,670 |  |  | 54,798 |  |  | — |  |  | 563,610 |  |  | 1,442,173 |
Total liabilities | 105,663 |  |  | 861,217 |  |  | 55,364 |  |  | 56,316 |  |  | — |  |  | 603,380 |  |  | 1,681,940 |
Redeemable preferred stock | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 342,207 |  |  | 342,207 |
Non-controlling interests in equity of consolidated subsidiaries | 3,027 |  |  | (84,743) |  |  | (299) |  |  | — |  |  | — |  |  | — |  |  | (82,015) |
Total equity | 613,769 |  |  | 338,352 |  |  | 247,920 |  |  | (49,603) |  |  | 96,101 |  |  | (926,005) |  |  | 320,534 |
Total liabilities, redeemable preferred stock and equity | $ | 719,432 |  |  | $ | 1,199,569 |  |  | $ | 303,284 |  |  | $ | 6,713 |  |  | $ | 96,101 |  |  | $ | 19,582 |  |  | $ | 2,344,681 |
| 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 |

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