FTAI Infrastructure Inc 8-K/A, filed Oct 24, 2025
FTAI Infrastructure Inc. (FIP)
8-K/A
2025-10-24
For: 2025-08-25
View Original
Added on
April 12, 2026
About this 8-K/A
FTAI Infrastructure Inc filed this 8-K/A on October 24, 2025, reporting on events of August 25, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2025 (August 25, 2025 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code)
(212 ) 798-6100
(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 | ||||||
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.
Introductory Note
This Current Report on form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by FTAI Infrastructure Inc. (the “Company”) with the Securities and Exchange Commission on August 25, 2025 (the “Original Report”). In the Original Report, the Company disclosed, among other things, on August 25, 2025 (the “Closing Date”), FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the “Agreement”), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (“Percy”)) and WLE Management Partners, L.P. (“Seller”), pursuant to which RR Holdings purchased all of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from Seller (the “Acquisition”). Prior to the closing of the Acquisition, Percy assigned its rights and obligations under the Agreement to RR Holdings, a wholly-owned subsidiary of Percy. The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $1.05 billion, subject to customary adjustments. In addition, on the Closing Date, RR Holdings entered into a voting trust agreement (the “Voting Trust Agreement”) with John Giles (the “Voting Trust Trustee”). All of the capital stock of Wheeling was transferred into a voting trust (the “Voting Trust”) governed by the Voting Trust Agreement pursuant to the rules established by the U.S. Surface Transportation Board (the “STB”). The capital stock of Wheeling held in the Voting Trust will be released to RR Holdings upon approval of the Acquisition by the STB. On the Closing Date, in connection with the Acquisition, the Company entered into a credit agreement (the “Bridge Loan Credit Agreement”) with Barclays Bank PLC, as administrative agent and the lenders party thereto. The Bridge Loan Credit Agreement provides for a 364-day, $1.25 billion secured bridge loan facility (the “Bridge Loan”). The Bridge Loan will mature on August 24, 2026. On the Closing Date, in connection with the Acquisition, RR Holdings issued (i) 1,000,000 newly-created Series A Preferred Units (the “Series A Preferred Units”) and (ii) warrants (the “Warrants”) representing the right to purchase, on the terms and subject to the conditions set forth in the Warrants, 172,500 common units of RR Holdings at an exercise price of $857.748 per unit, for an aggregate purchase price of $1,000,000,000. This Amendment is being filed to provide the historical consolidated financial information of Wheeling and the unaudited pro forma combined financial information of the Company required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Report. The unaudited pro forma combined financial information of the Company also shows the pro forma effects of the Company's acquisition of the remaining limited liability company interests of Long Ridge Energy & Power LLC on February 26, 2025 and related financing transactions. Such information should be read in conjunction with the Original Report. Except as set forth herein, this Amendment does not amend, modify or update the disclosure contained in the Original Report.
Item 7.01 Regulation FD Disclosure.
In addition to the historical consolidated financial information of Wheeling and the unaudited pro forma combined financial information filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Amendment, the Company has prepared, and has furnished as Exhibit 99.3 to this Amendment, certain supplemental non-GAAP financial information.
The information in Item 7.01 of this Amendment and Exhibit 99.3 attached hereto shall not be deemed “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 deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(a)Financial Statements of Business Acquired.
The historical audited consolidated financial statements of The Wheeling Corporation and Subsidiaries for the years ended June 30, 2025 and 2024 are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference. The consent of Bowers & Company, The Wheeling Corporation and Subsidiaries’s independent auditors, is attached as Exhibit 23.1 to this Amendment.
(b)Pro Forma Financial Information.
The unaudited pro forma consolidated financial information, including the unaudited pro forma combined balance sheet as of June 30, 2025 and the unaudited pro forma combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, and related notes showing the pro forma effects of the Company's acquisition of The Wheeling Corporation and Subsidiaries and related financing transactions and the Company's acquisition of the remaining limited liability company interests of Long Ridge Energy & Power LLC on February 26, 2025 and related financing transactions (collectively, the “Transactions”) are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference. This unaudited pro forma consolidated financial
information is provided for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been if the Transactions been consummated on the dates indicated, nor are they necessarily indicative of what the financial position or results of operations of the Company will be in future periods.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| Consent of Bowers & Company. | ||||||||
Audited consolidated financial statements of The Wheeling Corporation and Subsidiaries and the related notes thereto for the years ended June 30, 2025 and 2024. | ||||||||
Unaudited pro forma combined financial information of the Company, which includes the unaudited pro forma combined balance sheet as of June 30, 2025 and the unaudited pro forma combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024. | ||||||||
| Unaudited supplemental non-GAAP financial information. | ||||||||
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: October 24, 2025
| FTAI INFRASTRUCTURE INC. | ||
| /s/ Kenneth J. Nicholson | ||
| Kenneth J. Nicholson | ||
| Chief Executive Officer and President | ||
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-268507, Form S-3 No. 333-268508 and Form S-3 No. 333-287375) of FTAI Infrastructure Inc. of our report dated October 24, 2025, related to the consolidated financial statements of The Wheeling Corporation and Subsidiaries as of and for the years ended June 30, 2025 and 2024 appearing in this Current Report on Form 8-K/A of FTAI Infrastructure Inc.
/s/ Bowers & Company
New York, New York
October 24, 2025
Exhibit 99.1
The Wheeling Corporation and Subsidiaries
Consolidated Financial Statements
June 30, 2025 and 2024
1
The Wheeling Corporation and Subsidiaries
TABLE OF CONTENTS
| Page | |||||
Independent Auditor’s Report | |||||
2
Report of Independent Auditors
To the Stockholder of The Wheeling Corporation and Subsidiaries
Opinion
We have audited the accompanying consolidated financial statements of The Wheeling Corporation and Subsidiaries, which comprise the consolidated balance sheets as of June 30, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in stockholder’s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Wheeling Corporation and Subsidiaries as of June 30, 2025 and 2024, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of The Wheeling Corporation and Subsidiaries and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about The Wheeling Corporation and Subsidiaries’ ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of The Wheeling Corporation and Subsidiaries’ internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about The Wheeling Corporation and Subsidiaries’ ability to continue as a going concern for a reasonable period of time.
3
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Bowers & Company
Syracuse, New York
September 30, 2025
4
THE WHEELING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2025 and 2024
| June 30, 2025 | June 30, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS | ||||||||||||||
| Cash and Cash Equivalents | $ | 19,386,210 | $ | 16,776,282 | ||||||||||
| Marketable Securities | 21,418,504 | 17,648,021 | ||||||||||||
| Accounts Receivable, Net | 16,119,666 | 14,718,904 | ||||||||||||
| Materials and Supplies | 6,936,540 | 9,851,655 | ||||||||||||
| Other Current Assets | 9,015,656 | 3,653,560 | ||||||||||||
| Total Current Assets | 72,876,576 | 62,648,422 | ||||||||||||
| PROPERTY AND EQUIPMENT — NET | 314,910,520 | 293,753,111 | ||||||||||||
| OTHER ASSETS | ||||||||||||||
| Right of Use Asset - Operating Leases | 20,742,423 | 22,397,109 | ||||||||||||
| Right of Use Asset - Financing Leases | 46,140,017 | 7,373,375 | ||||||||||||
| Total Other Assets | 66,882,440 | 29,770,484 | ||||||||||||
| TOTAL ASSETS | $ | 454,669,536 | $ | 386,172,017 | ||||||||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||
| Accounts Payable | $ | 11,469,817 | $ | 7,616,568 | ||||||||||
| Accounts Payable - Interline Freight | 3,590,684 | 3,660,020 | ||||||||||||
| Accrued Payroll Liabilities | 6,381,520 | 6,094,156 | ||||||||||||
| Other Current Liabilities | 3,806,351 | 2,951,640 | ||||||||||||
| Current Portion of Operating Lease Liability | 1,187,852 | 1,654,750 | ||||||||||||
| Current Portion of Financing Lease Liability | 2,341,604 | 337,227 | ||||||||||||
| Current Portion of Long-Term Debt | — | 1,390,744 | ||||||||||||
| Total Current Liabilities | 28,777,828 | 23,705,105 | ||||||||||||
| LONG-TERM LIABILITIES | ||||||||||||||
| Deferred Income Taxes | 55,378,000 | 52,555,000 | ||||||||||||
| Long-Term Operating Lease Liability | 19,554,272 | 20,742,360 | ||||||||||||
| Long-Term Financing Lease Liability | 43,954,183 | 7,036,148 | ||||||||||||
| Other Noncurrent Liabilities | 1,959,368 | 2,039,411 | ||||||||||||
| Total Long-Term Liabilities | 120,845,823 | 82,372,919 | ||||||||||||
| Total Liabilities | 149,623,651 | 106,078,024 | ||||||||||||
| STOCKHOLDER'S EQUITY | ||||||||||||||
| Common Stock | 1,000 | 1,000 | ||||||||||||
| Additional Paid-In Capital | 11,231,496 | 11,231,496 | ||||||||||||
| Retained Earnings | 317,309,375 | 293,928,108 | ||||||||||||
| Accumulated Other Comprehensive Income (Loss) | 132,309 | (80,644) | ||||||||||||
| 328,674,180 | 305,079,960 | |||||||||||||
| Less: Treasury Stock | (23,628,295) | (24,985,967) | ||||||||||||
| Total Stockholder's Equity | 305,045,885 | 280,093,993 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 454,669,536 | $ | 386,172,017 | ||||||||||
See notes to consolidated financial statements.
5
THE WHEELING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended June 30, 2025 and 2024
| 2025 | 2024 | |||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | |||||||||||||||||||||||
| REVENUES | ||||||||||||||||||||||||||
| Freight | $ | 140,679,175 | 93.5 | $ | 141,157,947 | 93.4 | ||||||||||||||||||||
| Other Revenue | 9,772,358 | 6.5 | 9,907,980 | 6.6 | ||||||||||||||||||||||
| Total Revenues | 150,451,533 | 100.0 | 151,065,927 | 100.0 | ||||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||
| Transportation | 43,619,055 | 29.0 | 44,548,315 | 29.5 | ||||||||||||||||||||||
| Maintenance of Way | 17,608,173 | 11.7 | 16,826,291 | 11.1 | ||||||||||||||||||||||
| Maintenance of Equipment | 14,236,437 | 9.5 | 13,080,547 | 8.7 | ||||||||||||||||||||||
| General and Administrative | 31,587,180 | 21.0 | 32,950,452 | 21.8 | ||||||||||||||||||||||
| Depreciation and Amortization | 17,395,403 | 11.6 | 14,286,416 | 9.5 | ||||||||||||||||||||||
| Total Operating Expenses | 124,446,248 | 82.8 | 121,692,021 | 80.6 | ||||||||||||||||||||||
| INCOME FROM OPERATIONS | 26,005,285 | 17.2 | 29,373,906 | 19.4 | ||||||||||||||||||||||
| OTHER INCOME — NET | 8,530,480 | 5.7 | 10,036,349 | 6.6 | ||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 34,535,765 | 22.9 | 39,410,255 | 26.0 | ||||||||||||||||||||||
| INCOME TAX EXPENSE | 3,674,498 | 2.4 | 4,725,029 | 3.1 | ||||||||||||||||||||||
| NET INCOME | $ | 30,861,267 | 20.5 | $ | 34,685,226 | 22.9 | ||||||||||||||||||||
See notes to consolidated financial statements.
6
THE WHEELING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended June 30, 2025 and 2024
| 2025 | 2024 | ||||||||||
| NET INCOME | $ | 30,861,267 | $ | 34,685,226 | |||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
| Unrealized Gain (Loss) on Marketable Securities: | |||||||||||
| Unrealized Holding Gain (Loss) Arising During Period | 212,953 | (80,644) | |||||||||
| TOTAL COMPREHENSIVE INCOME | $ | 31,074,220 | $ | 34,604,582 | |||||||
See notes to consolidated financial statements.
7
THE WHEELING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
Years Ended June 30, 2025 and 2024
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Equity | ||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | 1,000 | $ | 11,231,496 | $ | 277,942,882 | $ | — | $ | (26,200,506) | $ | 262,974,872 | |||||||||||||||||||||||
| Net Income | — | — | 34,685,226 | — | — | 34,685,226 | |||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | (80,644) | — | (80,644) | |||||||||||||||||||||||||||||
| Dividends Paid | — | — | (18,700,000) | — | — | (18,700,000) | |||||||||||||||||||||||||||||
| Purchase of Partnership Interest | — | — | — | — | (1,415,210) | (1,415,210) | |||||||||||||||||||||||||||||
| Issuance of Partnership Interest | — | — | — | — | 2,629,749 | 2,629,749 | |||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | 1,000 | $ | 11,231,496 | $ | 293,928,108 | $ | (80,644) | $ | (24,985,967) | $ | 280,093,993 | |||||||||||||||||||||||
| Net Income | — | — | 30,861,267 | — | — | 30,861,267 | |||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 212,953 | — | 212,953 | |||||||||||||||||||||||||||||
| Dividends Paid | — | — | (7,480,000) | — | (7,480,000) | ||||||||||||||||||||||||||||||
| Purchase of Partnership Interest | — | — | — | — | (42,798) | (42,798) | |||||||||||||||||||||||||||||
| Issuance of Partnership Interest | — | — | — | — | 1,400,470 | 1,400,470 | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | 1,000 | $ | 11,231,496 | $ | 317,309,375 | $ | 132,309 | $ | (23,628,295) | $ | 305,045,885 | |||||||||||||||||||||||
See notes to consolidated financial statements.
8
THE WHEELING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Years Ended June 30, 2025 and 2024
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net Income | $ | 30,861,267 | $ | 34,685,226 | |||||||
| Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | |||||||||||
| Gain on Sale of Property and Equipment | (330,299) | (98,260) | |||||||||
| Depreciation and Amortization | 15,253,924 | 14,286,416 | |||||||||
| Realized (Gain) Loss on Marketable Securities | (150,297) | 87,722 | |||||||||
| Amortization of Right of Use Asset - Finance Leases | 2,141,479 | — | |||||||||
| Right of Use Asset - Operating Leases | 1,654,686 | 2,244,163 | |||||||||
| Compensation - Issuance of Partnership Interest | 1,400,470 | 2,629,749 | |||||||||
| Credit Loss Expense (Recovery) | 425,000 | (256,706) | |||||||||
| Deferred Income Taxes | 2,823,000 | 3,251,000 | |||||||||
| (Increase) Decrease in Operating Assets | |||||||||||
| Accounts Receivable | (1,825,762) | 1,671,841 | |||||||||
| Materials and Supplies | 2,915,115 | (2,491,649) | |||||||||
| Other Current Assets | (5,362,096) | (281,931) | |||||||||
| Increase (Decrease) in Operating Liabilities | |||||||||||
| Accounts Payable | 3,893,249 | 1,200,997 | |||||||||
| Accounts Payable - Interline Freight | (69,336) | 1,199,726 | |||||||||
| Accrued Payroll Liabilities | 287,364 | 220,916 | |||||||||
| Other Liabilities | 734,668 | 14,364 | |||||||||
| Operating Lease Liability | (1,654,986) | (2,244,162) | |||||||||
| Net Cash Provided By Operating Activities | 52,997,446 | 56,119,412 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Proceeds from Sale of Property and Equipment | 356,495 | 138,172 | |||||||||
| Purchase of Property and Equipment | (36,437,529) | (32,419,641) | |||||||||
| Net Purchases of Marketable Securities | (3,407,233) | (5,535,621) | |||||||||
| Net Cash Used In Investing Activities | (39,488,267) | (37,817,090) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Payments on Finance Lease Liability | (1,985,709) | — | |||||||||
| Purchase of Partnership Interest | (42,798) | (1,415,210) | |||||||||
| Payments on Long-Term Debt | (1,390,744) | (1,390,744) | |||||||||
| Payments of Dividends | (7,480,000) | (18,700,000) | |||||||||
| Net Cash Used In Financing Activities | (10,899,251) | (21,505,954) | |||||||||
| Net Increase (Decrease) in Cash | 2,609,928 | (3,203,632) | |||||||||
| Cash, Beginning of Year | 16,776,282 | 19,979,914 | |||||||||
| Cash, End of Year | $ | 19,386,210 | $ | 16,776,282 | |||||||
See notes to consolidated financial statements.
9
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS
Nature of Operations
The Wheeling Corporation (the “Company”) is a holding company of which the principal subsidiary is Wheeling & Lake Erie Railway Company (“W&LE”), a freight railroad, which operates in Ohio, Pennsylvania, West Virginia, and Maryland. W&LE operates on approximately 840 miles of track and provides freight transportation to its customers. The Wheeling Corporation is owned by a limited partnership that is controlled by management.
The Wheeling Corporation also wholly-owns Intermodal Operators, Inc., Wheeling Technologies Inc., and Akron Barberton Cluster Railway Company (“ABC”). During the year ended June 30, 2025, Wheeling Technologies Inc. formally dissolved and ceased operations.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company’s assets and liabilities, revenues and expenses are recorded using the accrual method of accounting.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. The “Company” as used herein, refers to the consolidated entities.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company uses the indirect method of reporting net cash flows from operating activities and considers all short-term investments with an original maturity of three months or less to be cash equivalents. At both June 30, 2025 and 2024, there were no cash equivalents.
Debt Securities Available for Sale and Related Allowance for Credit Losses
The Company classifies its marketable debt securities as available for sale. Debt securities classified as available for sale are carried in the consolidated financial statements at fair value. Realized gains and losses on available for sale debt securities, are included in other income; unrealized holding gains and losses are to be reported in other comprehensive income.
Management assesses the financial condition and near-term prospects of the issuer, industry and/or geographic conditions, credit ratings as well as other indicators at the individual security level. Impairments below cost in the estimated fair value of individual available for sale debt securities when there is an intent to sell or for which it is more likely than not the Company will be required to sell before the impairment is recovered, are realized in other income in the consolidated statements of income and comprehensive income. When there is not an intent to sell or it is more likely than not the Company will not be required to sell the security before the impairment is recovered, management assesses whether the decline in fair value has resulted from credit losses or other factors. If the present value of discounted cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for available for sale credit losses is recorded. Such losses are limited to the amount that amortized cost exceeds fair value, even if the amount of the credit loss is greater. Any future changes in the allowance for credit losses are recorded as provision for (reversal of) credit losses. Losses attributable to other factors are charged to accumulated other comprehensive income. Equity securities are carried in the consolidated financial statements at fair value, and both realized and unrealized gains and losses are included in earnings.
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net earnings. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale debt securities are reported as a separate component of the equity section of the consolidated balance sheets. Such items, along with net earnings, are components of comprehensive income.
10
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
Revenue Recognition
The Company’s primary source of revenue is freight rail transportation services. The primary performance obligation of the Company is to interchange (receive or forward) a revenue car with a connecting carrier (Class 1 railroad). The performance obligations are represented by bills of lading which create a series of distinct services that have a similar pattern of transfer to a customer. The revenues for each performance obligation are based on various factors which are outlined in private rate agreements, common carrier tariffs, and pricing quotes. The transaction price is generally a per car amount to interchange a revenue car.
The associated freight revenues are recognized at interchange (receive or forward). Certain contract refunds (which are primarily volume-based incentives) are recorded as a reduction to revenues on the basis of management’s best estimate of projected liability, which is based on historical activity, current shipment counts and expectation of future activity. Payment by customers or connecting carriers is due upon satisfaction of performance obligations. Payment terms are such that amounts outstanding at the period end are expected to be collected within one reporting period. The Company invoices customers at the time the bill of lading or service request is processed and therefore the Company has no material unbilled receivables and no contract assets. All performance obligations not fully satisfied at period end are expected to be satisfied within the reporting period immediately following.
Interline accounts receivable and payable reflect transactions with other railroads which the Company is required to enter into as part of settling freight payments received from or owed to customers. The Company follows Railway Accounting Rules as adopted by member railroads of The Association of American Railroads under the Interline Settlement System.
Non-freight revenues, including, but not limited to, transloading, car storage, demurrage, and rental income, are recognized at the point in time the services are provided or when the performance obligations are satisfied. Car storage revenue, collected from on-line customers and other companies, is recorded monthly as earned, from the time cars are interchanged to the Company until the time they are interchanged to another carrier. Demurrage revenue collected from on-line customers is billed and recorded monthly as earned.
Materials and Supplies
Materials and supplies consist mainly of diesel fuel, parts for equipment and other railroad property and are valued at the lower of cost (principally weighted average) or net realizable value.
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. It is management’s policy to not accrue interest income on delinquent or impaired accounts receivables. The Company maintains an allowance for credit losses to reduce outstanding receivables to their net realizable value. A considerable amount of judgment is required when determining expected credit losses. Estimates of such losses are recorded when management believes a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating. Factors relevant to the assessment include prior collection history with customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions. At both June 30, 2025 and 2024, management had recorded an allowance for credit losses of $3,842,589 and $3,417,589, respectively. Credit losses for the year ended June 30, 2025 was $425,000. Credit loss recovery for the year ended June 30, 2024 was approximately $257,000.
The change in allowance for credit losses for the years ended June 30 were as follows:
| 2025 | 2024 | ||||||||||
| Balance at Beginning of Year | $ | 3,417,589 | $ | 4,130,148 | |||||||
| Provision for Credit Losses (Recovery) | 425,000 | (256,706) | |||||||||
| Amounts Written off Against the Allowance, Net of Recoveries | — | (455,853) | |||||||||
| Balance at End of Year | $ | 3,842,589 | $ | 3,417,589 | |||||||
Property and Equipment – Net
Property and equipment are stated at cost. Depreciation and amortization are recorded on the straight-line method over the economic useful life of the respective asset. When properties are retired or otherwise disposed of, the related costs and accumulated depreciation and amortization are removed from the accounts and any gain or loss is recorded in the consolidated statements of income. Expenditures for repairs and maintenance not considered to substantially lengthen property life are
11
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
charged to expense as incurred. Depreciation charged to expense for the years ended June 30, 2025 and 2024 was approximately $15,254,000 and $14,286,000, respectively.
Grant Funding
The Company receives federal and state grants through various programs to fund capital improvements and rehabilitate or construct rail facilities. These funds have been recorded by deducting the grant from the asset’s carrying amount at the time the right to receive such funds occurs. The net carrying amount is depreciated over the estimated useful life of the assets which have been funded by the grants. None of the Company’s grants represent a future liability of the Company unless the Company abandons the rehabilitated facility within a specified period of time as defined in the respective agreements. As the Company intends to comply with these agreements, they have recorded additions to property and equipment net of grants received. The Company presents the funds received under a government grant as a reduction in the carrying cost of the assets acquired with the grant proceeds. In the opinion of management, this accurately reflects the substance of the transaction. During the years ended June 30, 2025 and 2024, the Company received grant proceeds of approximately $3,326,000 and $8,781,000, respectively, and recorded the proceeds as a reduction of property and equipment carrying amounts.
Valuation of Long-Lived Assets
The Company accounts for the valuation of long-lived assets under FASB ASC 360, Property, Plant and Equipment. This guidance requires that long-lived assets and certain identifiable intangible assets to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reportable at the lower of the carrying amount or fair value, less cost to sell.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets also are recognized for tax credits that are available to offset future federal and state income taxes. The Company accounts for the Federal Railroad Track Maintenance Credit (“RTMC”) as a reduction of currently payable federal and state tax expense to the extent it is utilized.
The Company follows the provisions of FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes.” As a result, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.
Under FASB ASC 740-10, the Company recognizes potential liabilities associated with anticipated tax audit issues that may arise during an examination. Interest and penalties that are anticipated to be due upon examination are recognized as accrued interest and other liabilities with an offset to interest and other expense. The Company determined that there were no uncertainties with respect to the application of tax regulations in these jurisdictions.
The Company analyzed its tax positions taken on their Federal and State tax returns for the open tax years 2022, 2023, and 2024. Based on this analysis, management has determined that there were no uncertain tax positions and that the Company should prevail upon examination by the taxing authorities.
Concentrations of Credit Risk and Major Customers
The Company maintains its cash in various financial institutions. The Federal Deposit Insurance Corporation insures deposits at any one financial institution up to prescribed limits as set by law. The Company may, at times, exceed the limits set by law.
Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. Accordingly, amounts owed from two major customers represent approximately 19% and 14% of accounts receivable at June 30, 2025 and 2024, respectively. Freight revenue from these major customers represents approximately 38% and 40% of total revenue for the years ended June 30, 2025 and 2024, respectively.
12
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
Reclassification
Certain accounts in the prior-year consolidated financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year consolidated financial statements.
Labor Concentration
Substantially all of the Company’s non-management employees work under six collective bargaining agreements at both June 30, 2025 and 2024. Agreements covering Maintenance of Way and Bridge & Building, Signal and Communication, Locomotive Mechanical, and Carmen employees are amendable on July 1, 2026. The agreement covering Engineers and Trainmen employees is amendable July 1, 2026, not to be effective until January 1, 2027. New agreements covering Maintenance of Way and Bridge & Building employees and Signal & Communication employees were effective March 26, 2022 and January 8, 2022, respectively.
Consolidated Statements of Cash Flows
Supplemental disclosures of cash flow information for the years ended June 30 is as follows:
| 2025 | 2024 | ||||||||||
| Cash Paid During the Year for: | |||||||||||
| Interest | $ | 2,273,576 | $ | 165,226 | |||||||
| Income Taxes | $ | 783,500 | $ | 1,096,800 | |||||||
Supplemental disclosures of noncash investing and financing activities for the years ended June 30 is as follows:
| 2025 | 2024 | ||||||||||
| Right of Use Asset - Operating Leases in Exchange For Operating Lease Liability | $ | — | $ | 3,923,346 | |||||||
| Right of Use Asset - Financing Lease in Exchange For Financing Lease Liability | $ | 40,908,121 | $ | 7,373,375 | |||||||
| Compensation - Issuance of Partnership Interest | $ | 1,400,470 | $ | 2,629,749 | |||||||
Leases
The Company leases track and equipment. The Company determines if an arrangement is a lease at inception. Operating leases are included in right of use (“ROU”) asset – operating leases, current portion of operating lease liability, and long-term operating lease liability on the consolidated balance sheets. Finance leases are included in right of use asset – financing leases, current portion of financing lease liability, and long-term financing lease liability on the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company has elected to use a risk-free rate based on the information available at the commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
In evaluating contracts to determine if they qualify as a lease, the Company considers factors such as if the Company has obtained substantially all of the rights to the underlying asset through exclusivity, if the Company can direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights. This evaluation may require significant judgment.
Low-Value Leases
The Company has evaluated low-value leases such as equipment on a lease-by-lease basis. The Company has decided that for the leases with low value, the lease payments associated with those leases will be recognized as an expense on a monthly basis over the lease term. This is not in conformity with accounting principles generally accepted in the United States of America which required the leases to be accounted for under ASC 842. The overall effect of this departure is immaterial to the Company’s consolidated financial statements for the period ended June 30, 2025. Total lease expense for low-value leases was
13
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
approximately $70,000 for the period ended June 30, 2025. The lease payments due for the period ended June 30, 2026 for the low-value leases identified as of June 30, 2025 are approximately $48,000.
Subsequent Events
Management has evaluated subsequent events and transactions that occurred between June 30, 2025 through September 30, 2025, which is the date the consolidated financial statements were available to be issued. Management has determined such events have occurred; see Note 14 for a description of such events.
NOTE 3 — PROPERTY AND EQUIPMENT — NET
Property and Equipment consist of the following as of June 30:
| 2025 | 2024 | ||||||||||
| Roadway and Structures | $ | 169,241,607 | $ | 153,270,523 | |||||||
| Leasehold Improvements | 104,918,493 | 94,200,751 | |||||||||
| Locomotives | 63,474,675 | 61,988,533 | |||||||||
| Other Operating Equipment | 183,690,462 | 175,251,787 | |||||||||
| Nontransportation Real Estate | 3,911,276 | 3,306,436 | |||||||||
| Construction in Progress | 7,115,554 | 8,909,790 | |||||||||
| 532,352,067 | 496,927,820 | ||||||||||
| Less: Accumulated Depreciation and Amortization | (217,441,547) | (203,174,709) | |||||||||
| Total Property and Equipment - Net | $ | 314,910,520 | $ | 293,753,111 | |||||||
Non-transportation real estate consists primarily of land which is not used in the railway operations. Certain parcels of the land are leased under agreements which are cancelable upon 30 days’ notice by the Company (as lessor) or the lessee. The lease terms vary but are generally year to year. Rental income on these leases for the years ended June 30, 2025 and 2024 was approximately $5,170,000 and $5,241,000, respectively, and is included in other income - net in the consolidated statements of income.
NOTE 4 — MARKETABLE SECURITIES
Marketable securities consist of the following as of June 30:
| 2025 | 2024 | ||||||||||
| Fixed Rate Bonds and Treasury Securities (Debt) | $ | 21,418,504 | $ | 17,648,021 | |||||||
| Total Marketable Securities | $ | 21,418,504 | $ | 17,648,021 | |||||||
The Company reassessed classification of certain investments and effective June 30, 2024, transferred all fixed rate bonds and treasury securities from held-to-maturity to available-for-sale securities.
There were no available for sale debt securities with gross unrealized losses in which management determined an allowance for credit losses was necessary as of June 30, 2025 and 2024.
Marketable securities are summarized as follows at June 30, 2025:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Fixed Rate Bonds | $ | 21,205,551 | $ | 539,773 | $ | (326,820) | $ | 21,418,504 | |||||||||||||||
Marketable securities are summarized as follows at June 30, 2024:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Fixed Rate Bonds | $ | 17,728,665 | $ | 357,753 | $ | (438,397) | $ | 17,648,021 | |||||||||||||||
14
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
The realized gains and losses from the sale of available-for-sale debt securities as determined using the specific identification method for the years ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | ||||||||||
| Proceeds | $ | 10,324,926 | $ | 18,262,173 | |||||||
| Cost | (10,174,629) | (18,349,895) | |||||||||
| Net Realized Gains (Losses) | $ | 150,297 | $ | (87,722) | |||||||
| Gross Realized Gains | $ | 150,297 | $ | 12,500 | |||||||
| Gross Realized Losses | — | (100,222) | |||||||||
| Net Realized Gains (Losses) | $ | 150,297 | $ | (87,722) | |||||||
Other Investment Security
The Company also has an investment (totaling less than 20%) in the common stock of the Montreal, Maine & Atlantic Railway Corporation (“MM&A”) which was carried at cost and amounted to $1,571,666 at June 30, 2010. During the year ended June 30, 2011, based upon information provided to Company management, the investment was determined to be impaired, and the Company established a valuation reserve and recorded an impairment loss for the full recorded value.
Fair Value
FASB ASC No. 820, “Fair Value Measurements,” establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
The three levels of the fair value hierarchy under FASB ASC No. 820 are described below:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2 Inputs to the valuation methodology include:
–Quoted prices for similar assets or liabilities in active markets;
–Quoted prices for identical or similar assets or liabilities in inactive markets;
–Inputs other than quoted prices that are observable for the asset or liability;
–Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the methodologies used at June 30, 2025 and 2024.
Fair value of assets measured on a recurring basis at June 30, 2025 is as follows:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Fixed Rate Bonds | $ | 21,418,504 | $ | — | $ | — | $ | 21,418,504 | |||||||||||||||
| Total Assets at Fair Value | $ | 21,418,504 | $ | — | $ | — | $ | 21,418,504 | |||||||||||||||
Fair value of assets measured on a recurring basis at June 30, 2024 is as follows:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Fixed Rate Bonds | $ | 17,648,021 | $ | — | $ | — | $ | 17,648,021 | |||||||||||||||
| Total Assets at Fair Value | $ | 17,648,021 | $ | — | $ | — | $ | 17,648,021 | |||||||||||||||
15
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
The following table presents the Company’s fixed maturities, AFS, by contractual maturity year, at June 30, 2025:
| Contractual Maturity | Cost | Fair Value | |||||||||
| One Year or Less | $ | 7,726,265 | $ | 18,262,173 | |||||||
| Over One Year Through Five Years | 12,433,531 | 12,601,160 | |||||||||
| Over Five Years Through Ten Years | 972,446 | 1,017,192 | |||||||||
| Over Ten Years | 73,309 | 74,372 | |||||||||
| $ | 21,205,551 | $ | 31,954,897 | ||||||||
The following table presents the Company’s fixed maturities, AFS, by contractual maturity year, at June 30, 2024:
| Contractual Maturity | Cost | Fair Value | |||||||||
| One Year or Less | $ | 9,772,141 | $ | 9,895,174 | |||||||
| Over One Year Through Five Years | 7,038,481 | 6,799,033 | |||||||||
| Over Five Years Through Ten Years | 918,043 | 953,814 | |||||||||
| Over Ten Years | — | — | |||||||||
| $ | 17,728,665 | $ | 17,648,021 | ||||||||
NOTE 5 — LONG-TERM — DEBT
Long-term debt at June 30 consists of:
| 2025 | 2024 | ||||||||||
Note payable, payable in equal annual principal installments amounting to $1,390,744 plus interest at the Prime Rate (8.50% at June 30, 2024), through October 2024. | $ | — | $ | 1,390,744 | |||||||
| Subtotal | — | 1,390,744 | |||||||||
| Less: Current Portion | — | (1,390,744) | |||||||||
| Total Long-Term Debt | $ | — | $ | — | |||||||
NOTE 6 — LEASES
The Company has operating and finance leases for track and equipment. Leases have remaining lease terms of one year to 137 years. For the years ended June 30, 2025 and 2024, assets recorded under finance leases were $48,281,496 and $7,373,375, respectively, and accumulated amortization associated with finance leases was $2,141,479 and $—, respectively.
The components of lease expense for the years ended June 30 are as follows:
| 2025 | 2024 | ||||||||||
| Operating Lease Cost | $ | 2,680,080 | $ | 3,127,040 | |||||||
| Finance Lease Expense | |||||||||||
| Amortization of ROU Assets | $ | 2,141,479 | $ | — | |||||||
| Interest on Lease Liabilities | 1,973,475 | — | |||||||||
| Total Finance Lease Cost | $ | 4,114,954 | $ | — | |||||||
16
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
Other information related to leases for the years ended June 30 are as follows:
| 2025 | 2024 | ||||||||||
| Weighted Average Remaining Lease Term | |||||||||||
| Operating Leases | 122.76 | 114.78 | |||||||||
| Finance Leases | 3.17 | 4.00 | |||||||||
| Weighted Average Discount Rate | |||||||||||
| Operating Leases | 4.89 | % | 4.87 | % | |||||||
| Finance Leases | 4.67 | % | 4.96 | % | |||||||
Future minimum lease payments under non-cancellable leases as of June 30, 2025 are as follows:
| Operating Leases | Finance Leases | ||||||||||
| 2026 | $ | 2,161,080 | $ | 4,453,608 | |||||||
| 2027 | 1,556,080 | 4,453,608 | |||||||||
| 2028 | 1,208,040 | 16,461,236 | |||||||||
| 2029 | 915,000 | 27,119,326 | |||||||||
| 2030 | 915,000 | — | |||||||||
| Thereafter | 119,865,000 | — | |||||||||
| Total Future Minimum Lease Payments | 126,620,200 | 52,487,778 | |||||||||
| Less: Imputed Interest | (105,878,076) | (6,191,991) | |||||||||
| Total | 20,742,124 | 46,295,787 | |||||||||
| Less: Current Portion | (1,187,852) | (2,341,604) | |||||||||
| Total Long-Term Lease Liability | $ | 19,554,272 | $ | 43,954,183 | |||||||
Supplemental Cash Flow Information as of June 30:
| 2025 | 2024 | ||||||||||
| Operating Cash Flows From Operating Leases | $ | 2,680,080 | $ | 3,023,200 | |||||||
| Operating Cash Flows From Financing Leases | $ | 1,973,475 | $ | — | |||||||
| Financing Cash Flow From Financing Leases | $ | 1,985,710 | $ | — | |||||||
Operating Leases
At its inception, the Company entered into an operating lease for main line track between Pittsburgh Junction, Ohio and Connellsville, Pennsylvania. The operating lease, as amended, requires quarterly lease payments of $228,750 ($915,000 per year) through May 2063. During August 2022, the Company exercised its right to extend the sublease to October 2161. The payments remain the same during the initial and subsequent lease term.
The Company entered into a Master Net Railcar Lease effective November 2008 for gondola cars. Effective August 2023, the lease was amended and extended for 100 gondola cars. The operating lease, as amended, requires lease payments of $550 per car per month through July 2026.
The Company entered into a Master Lease Agreement effective January 2019 for hopper cars. Effective January 2024, the lease was amended and extended for 148 hopper cars. The operating lease, as amended, requires lease payments of $330 per car per month through December 2027.
For the years ended June 30, 2025 and 2024, assets recorded under operating leases were approximately $20,742,000 and $22,397,000, respectively, and are recorded in right of use asset – operating leases on the consolidated balance sheets.
17
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
Financing Leases
Financing Leases The Company entered into a Master Finance Lease Agreement effective July 2024 for multiple rail cars. Prior to June 30, 2024, the Company received a portion of the rail cars related to the first, of four lease schedules, with a fair market value of approximately $7,373,000. During the year ended June 30, 2025, the Company received the remaining rail cars. The lease term for these rail cars are 60 months that includes a purchase option at month 48. Management has determined that it is reasonably certain the Company will exercise the purchase option. See Note 14 for additional information on the purchase option for the financing leases. Accordingly, the underlying assets will be amortized to the end of their useful lives, or 20 years.
NOTE 7 — INCOME TAXES
Components of the provision for income taxes for the years ended June 30 were as follows:
| 2025 | 2024 | ||||||||||
| Current Income Tax Expense (Benefit) | |||||||||||
| Federal | $ | 968,498 | $ | 1,274,800 | |||||||
| State | (117,000) | 209,229 | |||||||||
| Total Current Income Tax Expense | 851,498 | 1,484,029 | |||||||||
| Deferred Income Tax Expense | 2,823,000 | 3,241,000 | |||||||||
| Total Income Tax Expense | $ | 3,674,498 | $ | 4,725,029 | |||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of June 30 are presented below:
| 2025 | 2024 | ||||||||||
| Deferred Tax Assets | |||||||||||
| Accounts Receivable | $ | 132,000 | $ | 43,000 | |||||||
| Accounts Payable and Customer Overpayments | 15,000 | 70,000 | |||||||||
| Payroll and Health Accruals | 783,000 | 738,000 | |||||||||
| Other Current Liabilities | 746,000 | 547,000 | |||||||||
| Marketable Equity Securities | — | — | |||||||||
| Other Noncurrent Liabilities | 303,000 | 263,000 | |||||||||
| Capital Loss Carryforward | 6,000 | 6,000 | |||||||||
| Railroad Track Maintenance Credit | 3,262,000 | 1,629,000 | |||||||||
| Deferred Tax Assets | 5,247,000 | 3,296,000 | |||||||||
| Deferred Tax Liabilities | |||||||||||
| Prepaid Expenses | (331,000) | (325,000) | |||||||||
| Property and Equipment | (60,294,000) | (55,526,000) | |||||||||
| Deferred Tax Liabilities | (60,625,000) | (55,851,000) | |||||||||
| Net Deferred Tax Liability | $ | (55,378,000) | $ | (52,555,000) | |||||||
The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of the difference between items that are included in or excluded from income for financial reporting purposes and tax purposes and the application of RTMC.
The Appropriations Bill enacted on December 20, 2019 reauthorized 45G RTMC for years ending December 31, 2018 through December 31, 2022. The credit allows the Railroads and other eligible taxpayers to reduce their regular tax liability by 50% of the amount expended for railroad facilities limited to the extent of its miles. During the year ended December 31, 2020, RTMC was extended permanently and reduces the credit rate to 40% for the tax years beginning after December 31, 2022.
18
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
For both of the years ended June 30, 2025 and 2024, the Company earned and retained all of their track miles available under the RTMC generating a tax credit of $2,464,000. For the years ended June 30, 2025 and 2024, the Company purchased additional track miles from other eligible taxpayers for approximately $1,005,000 and $831,000, respectively. The expense for the purchases in 2024 are included in other income – net. For the years ended June 30, 2025 and 2024, the value of the additional track miles purchased from other eligible taxpayers available to be applied against federal income taxes was approximately $1,600,000 and $1,311,000, respectively.
The Company applied approximately $2,224,000 and $4,020,000 against federal income taxes in 2024 and 2023, respectively.
NOTE 8 — EMPLOYEE BENEFITS
The Company has established a self-insured health care plan for the purpose of providing health care benefits to participants. The plan covers substantially all full-time employees of the Company and the employee’s dependents if elected by the employee. The Company maintains stop-loss insurance coverage when an individual claim exceeds $1,250,000.
At June 30, 2025 and 2024, the Company has accrued liabilities of approximately $910,000 and $825,000, respectively, for claims incurred but not yet reported as of those dates. Due to uncertainties inherent in the estimation of overall benefits to be paid, it is at least reasonably possible that total benefits paid will be different than the amount accrued.
NOTE 9 — EMPLOYEE RETIREMENT PLAN
The Company sponsors a defined contribution plan with a 401(k) tax deferred savings option which covers substantially all full-time employees. The Company makes qualified non-elective contributions totaling $1,000 per year for certain hourly employees. The Company also makes discretionary matching contributions for salaried and certain hourly employees each pay period equal to 100% of the first 4% of eligible compensation contributed to the Plan. Additional amounts may be contributed at the discretion of the Company; however, there were no additional discretionary contributions to the plan in 2025 and 2024. Qualified non-elective and discretionary matching contributions totaled approximately $820,000 and $769,000 for the years ended June 30, 2025 and 2024, respectively.
NOTE 10 — RELATED PARTY TRANSACTIONS
MM&A (Note 4) issued a $6,000,000 revolving note payable to the Company in June 2009. The note bears interest payable monthly at a bank’s prime rate (being 7.50% at June 30, 2025) plus 2% per annum. The note was scheduled to mature with a balloon payment of all principal on June 15, 2014. It is collateralized by a first priority lien and security interest in all current assets of MM&A. Borrowings under the note totaled $3,212,589 at both June 30, 2025 and 2024. In August 2013 MM&A filed for bankruptcy, however, the liquidation proceedings are not complete and continue as of the date the Company’s consolidated financial statements were able to be issued. Accordingly, the Company maintains an impairment reserve for the remaining amount receivable. The Company has ceased accruing interest on the note.
NOTE 11 — CONTINGENCIES AND COMMITMENTS
There are various pending or threatened claims against the Company arising in the ordinary course of business related primarily to railway crossing accidents and employee injury claims (under the Federal Employer’s Liability Act – “FELA”). Claims related to crossing accidents and FELA claims are covered by stop-loss coverage that commences when an individual claim exceeds $250,000. Management of the Company believes that the consolidated financial statements include adequate accruals to cover anticipated losses with respect to such claims. In the opinion of management, the resolution of these claims will not have a material effect on the financial position of the Company.
Due to uncertainties inherent in the estimation of claims to be paid, it is at least reasonably possible that total settlements paid will be different than the amounts accrued.
NOTE 12 — TREASURY STOCK AND PARTNERSHIP INTERESTS
The Wheeling Corporation is wholly-owned by WLE Management Partners, L.P. (the “Partnership”). Treasury stock consists of Wheeling Corporation common shares held by the Company combined with interests in the Partnership held by the Company.
The components of the Company’s Treasury Stock consisted of the following as of June 30:
| 2025 | 2024 | ||||||||||
| Treasury Stock - 28,913 Common Shares at Cost | $ | 5,487,214 | $ | 5,487,214 | |||||||
Treasury Stock - Partnership Interests (24.70% and 25.20% of the Partnership at June 30, 2025 and 2024, respectively) | 18,141,081 | 19,498,753 | |||||||||
| $ | 23,628,295 | $ | 24,985,967 | ||||||||
19
THE WHEELING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 and 2024
NOTE 13 — REVENUES
The Company disaggregates revenue from contracts with customers by services provided as it best depicts the nature, amount, and timing of revenue for the years ended June 30:
| 2025 | 2024 | ||||||||||
| Freight | $ | 140,679,175 | $ | 141,157,947 | |||||||
| Demurrage | 2,164,975 | 2,707,675 | |||||||||
| Switching | 5,977,347 | 5,712,810 | |||||||||
| Miscellaneous | 1,630,036 | 1,487,495 | |||||||||
| $ | 150,451,533 | $ | 151,065,927 | ||||||||
NOTE 14 — SUBSEQUENT EVENTS
On August 6, 2025, Percy Acquisition LLC (the “Buyer”), a subsidiary of FTAI Infrastructure Inc., entered into a stock purchase agreement with the Partnership. The Buyer will purchase all of the issued and outstanding capital stock of the Company. The agreement contains customary representations, warranties, and covenants by the parties, and is terminable at any time prior to closing by mutual written consent of the parties. The transaction closed on August 25, 2025. The shares are currently held in a voting trust awaiting approval from the Surface Transportation Board (“STB”). Upon closing of the deal, the Company initiated the purchase option related to the financing lease discussed in Note 6. The Buyer funded approximately $49,000,000 of the purchase option to be paid back by the Company through a Note Payable, due on demand, bearing interest at 8%.
Subsequent to the closing of the aforementioned transaction, the Company paid bonuses to employees totaling approximately $28,100,000 on August 29, 2025.
20
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information has been prepared to illustrate the estimated effects of multiple transactions, each of which is described in the following sections. The Long Ridge Energy & Power LLC (“Long Ridge”) Acquisition (defined in Note 1) was completed in the first quarter of 2025 and The Wheeling Corporation (“Wheeling”) Acquisition (defined in Note 1) closed in the third quarter of 2025 (collectively, the “Transactions”). It sets forth:
•The historical consolidated financial information of FTAI Infrastructure Inc. (“FIP”, “we”, “us”, “our”, or the “Company”) as of and for the six months ended June 30, 2025 (unaudited), derived from our unaudited consolidated financial statements; and for the year ended December 31, 2024, derived from our audited consolidated financial statements;
•The historical consolidated financial information of Long Ridge as of and for the six months ended June 30, 2025 (unaudited), derived from Long Ridge’s unaudited consolidated financial statements; and for the year ended December 31, 2024, derived from Long Ridge’s audited consolidated financial statements;
•Due to different fiscal year end dates, the historical consolidated financial information of Wheeling as of and for the six months ended June 30, 2025 is derived from Wheeling's audited consolidated financial statements for the twelve months ended June 30, 2025, adjusted to remove activity for the period of July 1, 2024 through December 31, 2024; and the historical consolidated financial information of Wheeling for the trailing twelve months ended December 31, 2024 is derived from the combined Wheeling audited consolidated financial statements for the twelve months ended June 30, 2025 and 2024, adjusted to remove activity for the period of January 1, 2025 through June 30, 2025, as well as for the period of July 1, 2023 through December 31, 2023, respectively;
•Pro forma adjustments to give effect to the Transactions on our consolidated balance sheet as of June 30, 2025, as if the Transactions closed on June 30, 2025; and
•Pro forma adjustments to give effect to the Transactions on our consolidated statements of operations for the year ended December 31, 2024 and six months ended June 30, 2025, as if the Transactions closed on January 1, 2024.
This unaudited pro forma combined financial information should be read in conjunction with:
•The Company’s audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025;
•The Company’s unaudited consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2025 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 15, 2025;
•Long Ridge’s audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024, included in the Company’s Current Report on Form 8-K/A filed with the SEC on May 14, 2025, and unaudited consolidated financial statements as of and for the six months ended June 30, 2025 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 as filed with the SEC on August 15, 2025;
•Wheeling’s audited consolidated financial statements and the related notes thereto for the years ended June 30, 2025 and 2024, filed herewith as Exhibit 99.1; and
•The accompanying notes to the unaudited pro forma combined financial information.
The unaudited pro forma combined financial information has been prepared from the respective historical consolidated financial information of the Company, Long Ridge and Wheeling, and reflects adjustments to the historical information in accordance with Article 11, “Pro Forma Financial Information”, under Regulation S-X of the Exchange Act, (“Article 11”). The following unaudited pro forma combined financial information primarily gives effect to:
•application of the acquisition method of accounting in connection with the Transactions;
•adjustments to reflect the Bridge Loan Credit Agreement (as defined in Note 1) incurred to finance the Wheeling Acquisition; and
•transaction costs incurred in connection with the Transactions.
The unaudited pro forma combined financial information gives effect to the Transactions, as though they have been accounted for using the acquisition method of accounting. Under the acquisition method of accounting, we recorded assets
acquired and liabilities assumed from Long Ridge at their respective acquisition date fair values on February 26, 2025 and assumed from Wheeling at their respective acquisition date fair values on August 25, 2025.
The allocation of the purchase price used in the unaudited pro forma combined financial information is based on preliminary estimates and assumptions. These preliminary estimates and assumptions are subject to change. We have not completed certain detailed valuation studies necessary to determine the fair value of Long Ridge and Wheeling’s assets acquired and liabilities assumed and the related purchase price allocation. The final purchase price allocation determination will be based on the identification of Long Ridge and Wheeling’s assets acquired and liabilities assumed and their respective assigned fair values as of the effective time of the acquisition.
The unaudited pro forma combined financial information has been compiled in a manner consistent with the accounting policies adopted by the Company. We believe these accounting policies are similar in material respects to those of Long Ridge and Wheeling. Certain reclassifications have been made to conform the presentation of Long Ridge and Wheeling’s financial information to that of the Company. A reconciliation of these reclassifications is provided in the notes to the unaudited pro forma combined financial information.
Upon the closing, and only for the period that the outstanding shares of common stock of Wheeling are held in the voting trust (see Note 1 for further information), FIP will account for its indirect 100% equity ownership of Wheeling using the equity method of accounting. Once the STB (as defined in Note 1) has completed its review of the transaction and approved FIP’s acquisition of control of Wheeling, FIP will consolidate Wheeling prospectively, and the equity method investment will be remeasured to fair value immediately before the consolidation occurs, with the resulting gain or loss recognized in net (loss) income. As the ultimate outcome of the transaction, assuming receipt of STB final approval, will be a business combination, the unaudited pro forma combined financial information presented herein have been prepared on a consolidated basis.
FTAI INFRASTRUCTURE INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands)
| Historical | |||||||||||||||||||||||||||||||||||||||||
| FIP | Wheeling, as Reclassified | Financing Adjustments (Note 4) | Notes | Acquisition Adjustments (Note 5) | Notes | FIP Pro Forma Combined for the Transactions | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 33,626 | $ | 19,386 | $ | 141,897 | (a) | $ | (123,941) | (a) | $ | 70,968 | |||||||||||||||||||||||||||||
| Restricted cash and cash equivalents | 414,637 | — | — | — | 414,637 | ||||||||||||||||||||||||||||||||||||
| Accounts receivable, net | 68,150 | 16,120 | — | — | 84,270 | ||||||||||||||||||||||||||||||||||||
| Other current assets | 22,632 | 37,371 | — | — | 60,003 | ||||||||||||||||||||||||||||||||||||
| Total current assets | 539,045 | 72,877 | 141,897 | (123,941) | 629,878 | ||||||||||||||||||||||||||||||||||||
| Leasing equipment, net | 37,195 | — | — | — | 37,195 | ||||||||||||||||||||||||||||||||||||
| Operating lease right-of-use assets, net | 66,749 | 20,742 | — | 123,876 | (b) | 211,367 | |||||||||||||||||||||||||||||||||||
| Property, plant, and equipment, net | 3,232,712 | 361,051 | — | 872,810 | (c) | 4,466,573 | |||||||||||||||||||||||||||||||||||
| Investments | 17,730 | — | — | — | 17,730 | ||||||||||||||||||||||||||||||||||||
| Intangible assets, net | 45,223 | — | — | — | 45,223 | ||||||||||||||||||||||||||||||||||||
| Goodwill | 401,229 | — | — | — | 401,229 | ||||||||||||||||||||||||||||||||||||
| Other assets | 67,077 | — | — | 13,385 | (d) | 80,462 | |||||||||||||||||||||||||||||||||||
| Total assets | $ | 4,406,960 | $ | 454,670 | $ | 141,897 | $ | 886,130 | $ | 5,889,657 | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 223,498 | $ | 21,443 | $ | (5,104) | (b) | $ | 12,700 | (e) | $ | 252,537 | |||||||||||||||||||||||||||||
| Debt, net | 82,754 | — | 1,213,960 | (c) | — | 1,296,714 | |||||||||||||||||||||||||||||||||||
| Derivative liabilities | 30,443 | — | — | — | 30,443 | ||||||||||||||||||||||||||||||||||||
| Operating lease liabilities | 7,268 | 1,188 | — | 817 | (f) | 9,273 | |||||||||||||||||||||||||||||||||||
| Other current liabilities | 18,801 | 6,148 | — | (2,342) | (g) | 22,607 | |||||||||||||||||||||||||||||||||||
| Total current liabilities | 362,764 | 28,779 | 1,208,856 | 11,175 | 1,611,574 | ||||||||||||||||||||||||||||||||||||
| Debt, net | 3,001,609 | — | (574,611) | (d) | — | 2,426,998 | |||||||||||||||||||||||||||||||||||
| Derivative liabilities | 138,340 | — | — | — | 138,340 | ||||||||||||||||||||||||||||||||||||
| Warrant liabilities | — | — | — | 85,833 | (h) | 85,833 | |||||||||||||||||||||||||||||||||||
| Operating lease liabilities | 59,635 | 19,554 | — | (8,711) | (i) | 70,478 | |||||||||||||||||||||||||||||||||||
| Deferred tax liabilities | 25,972 | 55,378 | — | 260,366 | (j) | 341,716 | |||||||||||||||||||||||||||||||||||
| Other liabilities | 42,720 | 45,913 | — | (43,954) | (k) | 44,679 | |||||||||||||||||||||||||||||||||||
| Total liabilities | 3,631,040 | 149,624 | 634,245 | 304,709 | 4,719,618 | ||||||||||||||||||||||||||||||||||||
| Redeemable preferred stock - Series A | 397,652 | — | (397,652) | (e) | — | — | |||||||||||||||||||||||||||||||||||
| Redeemable preferred stock - Series B | 152,642 | — | — | — | 152,642 | ||||||||||||||||||||||||||||||||||||
| Redeemable preferred stock - Series A Non-Controlling Interest ("NCI") | — | — | — | 891,817 | (l) | 891,817 | |||||||||||||||||||||||||||||||||||
| Equity | |||||||||||||||||||||||||||||||||||||||||
| Common stock | 1,151 | — | — | — | 1,151 | ||||||||||||||||||||||||||||||||||||
| Additional paid in capital | 724,514 | 305,046 | (37,807) | (f) | (305,046) | (m) | 686,707 | ||||||||||||||||||||||||||||||||||
| Accumulated deficit | (333,112) | — | (56,889) | (g) | (5,350) | (n) | (395,351) | ||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (17,084) | — | — | — | (17,084) | ||||||||||||||||||||||||||||||||||||
| Stockholders’ equity | 375,469 | 305,046 | (94,696) | (310,396) | 275,423 | ||||||||||||||||||||||||||||||||||||
| Non-controlling interest in equity of consolidated subsidiaries | (149,843) | — | — | — | (149,843) | ||||||||||||||||||||||||||||||||||||
| Total equity | 225,626 | 305,046 | (94,696) | (310,396) | 125,580 | ||||||||||||||||||||||||||||||||||||
| Total liabilities, redeemable preferred stock and equity | $ | 4,406,960 | $ | 454,670 | $ | 141,897 | $ | 886,130 | $ | 5,889,657 | |||||||||||||||||||||||||||||||
See accompanying notes to the “Unaudited Pro Forma Combined Financial Information.”
FTAI INFRASTRUCTURE INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share amounts)
| Historical | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIP | Long Ridge Historical (Note 6a) | Long Ridge Acquisition Transaction Accounting Adjustments (Note 6a) | FIP Pro Forma Adjusted for Long Ridge Acquisition | Wheeling, as Reclassified | Financing Adjustments (Note 4) | Notes | Wheeling Acquisition Adjustments (Note 5) | Notes | FIP Pro Forma Combined for the Transactions | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 218,447 | $ | 53,517 | $ | (158) | $ | 271,806 | 73,176 | — | — | 344,982 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 141,480 | 11,516 | (158) | 152,838 | 54,610 | — | 480 | (o) | 207,928 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 8,975 | — | — | 8,975 | — | — | — | 8,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition and transaction expenses | 12,219 | 402 | (1,587) | 11,034 | — | — | 481 | (p) | 11,515 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees and incentive allocation to affiliate | 6,222 | — | — | 6,222 | — | — | — | 6,222 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 59,010 | 8,296 | 1,757 | 69,063 | 8,889 | — | 12,977 | (q) | 90,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset impairment | 4,401 | — | — | 4,401 | — | — | — | 4,401 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 232,307 | 20,214 | 12 | 252,533 | 63,499 | — | 13,938 | 329,970 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity in gains (losses) of unconsolidated entities | 3,319 | — | (10,588) | (7,269) | — | — | — | (7,269) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on sale of assets, net | 119,828 | — | (119,952) | (124) | 300 | — | — | 176 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on modification or extinguishment of debt | (4,073) | — | — | (4,073) | — | — | — | (4,073) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (102,316) | (12,677) | 2,625 | (112,368) | (1,026) | (36,790) | (h) | 1,096 | (r) | (149,088) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | 6,745 | 485 | (2,511) | 4,719 | 5,936 | — | — | 10,655 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other income (expense) | 23,503 | (12,192) | (130,426) | (119,115) | 5,210 | (36,790) | 1,096 | (149,599) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 9,643 | 21,111 | (130,596) | (99,842) | 14,887 | (36,790) | (12,842) | (134,587) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (Benefit from) provision for income taxes | (40,562) | — | 42,963 | 2,401 | 1,584 | — | (3,210) | (s) | 775 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 50,205 | 21,111 | (173,559) | (102,243) | 13,303 | (36,790) | (9,632) | (135,362) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net loss attributable to non-controlling interests in consolidated subsidiaries | (22,501) | — | — | (22,501) | — | — | — | (22,501) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Dividends and accretion of redeemable preferred stock | 42,798 | — | (2,712) | 40,086 | — | (42,798) | (i) | 70,021 | (t) | 67,309 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to stockholders | $ | 29,908 | $ | 21,111 | $ | (170,847) | $ | (119,828) | $ | 13,303 | $ | 6,008 | $ | (79,653) | $ | (180,170) | |||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 24,359 | $ | (189,173) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic (aa) | $ | 0.21 | $ | (1.65) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Diluted (aa) | $ | 0.21 | $ | (1.65) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 114,491,338 | 114,491,338 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | 115,260,452 | 115,260,452 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the “Unaudited Pro Forma Combined Financial Information”
FTAI INFRASTRUCTURE INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands, except per share amounts)
| Historical | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIP | Long Ridge, as Reclassified (Note 6b) | Contribution of LR WV (Note 6b) | Long Ridge Acquisition Adjustments (Note 6b) | FIP Pro Forma Adjusted for Long Ridge Acquisition | Wheeling, as Reclassified | Financing Adjustments (Note 4) | Notes | Wheeling Acquisition Adjustments (Note 5) | Notes | FIP Pro Forma Combined for the Transactions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 331,497 | $ | 110,200 | $ | — | $ | (2,417) | $ | 439,280 | $ | 152,281 | $ | — | $ | — | $ | 591,561 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 247,674 | 53,414 | 466 | — | 301,554 | 107,169 | — | 959 | (u) | 409,682 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 14,798 | — | — | — | 14,798 | — | — | — | 14,798 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition and transaction expenses | 5,457 | 397 | 19 | 2,094 | 7,967 | — | — | 6,312 | (v) | 14,279 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees and incentive allocation to affiliate | 11,318 | — | 2,417 | (2,417) | 11,318 | — | — | — | 11,318 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 79,410 | 47,199 | — | 12,776 | 139,385 | 15,425 | — | 28,307 | (w) | 183,117 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset impairment | 72,336 | 546 | — | — | 72,882 | — | — | — | 72,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 430,993 | 101,556 | 2,902 | 12,453 | 547,904 | 122,594 | — | 35,578 | 706,076 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated entities | (55,496) | — | — | 37,146 | (18,350) | — | — | — | (18,350) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net | 2,370 | — | — | 93,202 | 95,572 | 106 | — | — | 95,678 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on modification or extinguishment of debt | (8,925) | — | (9,430) | — | (18,355) | — | (72,175) | (j) | — | (90,530) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (122,108) | (70,178) | (4,876) | 15,721 | (181,441) | (1,306) | (70,629) | (k) | 877 | (x) | (252,499) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | 20,904 | 1,150 | 3,317 | (15,412) | 9,959 | 9,360 | — | — | 19,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other (expense) income | (163,255) | (69,028) | (10,989) | 130,657 | (112,615) | 8,160 | (142,804) | 877 | (246,382) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (262,751) | (60,384) | (13,891) | 115,787 | (221,239) | 37,847 | (142,804) | (34,701) | (360,897) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | 3,313 | — | — | (59,351) | (56,038) | 4,272 | — | (8,675) | (y) | (60,441) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (266,064) | (60,384) | (13,891) | 175,138 | (165,201) | 33,575 | (142,804) | (26,026) | (300,456) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net loss attributable to non-controlling interests in consolidated subsidiaries | (42,419) | — | — | — | (42,419) | — | — | — | (42,419) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Dividends and accretion of redeemable preferred stock | 70,814 | — | — | 2,712 | 73,526 | — | (70,814) | (l) | 132,546 | (z) | 135,258 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to stockholders | $ | (294,459) | $ | (60,384) | $ | (13,891) | $ | 172,426 | $ | (196,308) | $ | 33,575 | $ | (71,990) | $ | (158,572) | $ | (393,295) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (294,459) | $ | (531,395) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss per share: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic (aa) | $ | (2.72) | $ | (4.91) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Diluted (aa) | $ | (2.72) | $ | (4.91) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 108,217,871 | 108,217,871 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | 108,217,871 | 108,217,871 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the “Unaudited Pro Forma Combined Financial Information.”
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
(Dollars in thousands, unless otherwise stated)
Note 1: Description of the Transactions and Basis of Pro Forma Presentation
On August 25, 2025 (the “Closing Date”), FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the “Agreement”), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (“Percy”)) and WLE Management Partners, L.P. (“Seller”), pursuant to which RR Holdings purchased all of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from Seller (the “Wheeling Acquisition”). Prior to the closing of the Wheeling Acquisition, Percy assigned its rights and obligations under the Agreement to RR Holdings, a wholly-owned subsidiary of Percy. The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $1.05 billion, subject to customary adjustments. A portion of the cash consideration was placed into escrow to secure any post-closing purchase price adjustment payment obligations under the Agreement.
In addition, on the Closing Date, RR Holdings entered into a voting trust agreement (the “Voting Trust Agreement”) with John Giles (the “Voting Trust Trustee”). All of the capital stock of Wheeling was transferred into a voting trust (the “Voting Trust”) governed by the Voting Trust Agreement pursuant to the rules established by the U.S. Surface Transportation Board (the “STB”). The capital stock of Wheeling held in the Voting Trust will be released to RR Holdings upon approval of the Wheeling Acquisition by the STB. The Voting Trust is irrevocable and will terminate (1) upon STB approval of RR Holdings’ control authority over Wheeling & Lake Erie Railway Company (“WLE”) and Akron Barberton Cluster Railway Company (“AB”), both wholly-owned subsidiaries of Wheeling, or (2) automatically on December 31, 2027, unless extended pursuant to the terms of the Voting Trust Agreement. If the STB denies RR Holdings’ control authority over WLE and AB, then RR Holdings will have two years, subject to certain extensions, following such denial to sell the capital stock of Wheeling.
On the Closing Date, in connection with the Wheeling Acquisition, the Company entered into a credit agreement (the “Bridge Loan Credit Agreement”) with Barclays Bank PLC, as administrative agent and the lenders party thereto. The Bridge Loan Credit Agreement provides for a 364-day, $1.25 billion secured bridge loan facility (the “Bridge Loan”). The Bridge Loan will mature on August 24, 2026. With the proceeds from the Bridge Loan Credit Agreement, the Company used such proceeds to (i) redeem all of its outstanding 300,000 shares of Series A Senior Preferred Stock, (ii) redeem all of its outstanding 10.500% Senior Secured Notes due 2027 and (iii) pay for a portion of the purchase price of Wheeling.
On the Closing Date, in connection with the Wheeling Acquisition, RR Holdings issued (i) 1,000,000 newly-created Series A Preferred Units (the “Series A Preferred Units”) and (ii) 172,500 warrants (the “Warrants”) representing the right to purchase, on the terms and subject to the conditions set forth in the Warrants, 172,500 common units of RR Holdings at an exercise price of $857.748 per unit, for an aggregate purchase price of $1.0 billion. The Warrants provide the holders the right to purchase up to 20% of the common units of RR Holdings. The Series A Preferred Units and the Warrants were issued pursuant to a subscription agreement, dated as of August 25, 2025, between RR Holdings and funds managed by Ares Management. Distributions on the Series A Preferred Units are payable at a rate equal to (i) 10.0% per annum from the Closing Date until the third anniversary from the Closing Date, (ii) 12.0% per annum from the first day following the third anniversary of the Closing Date until the sixth anniversary of the date issuance, and (iii) 14.0% per annum from the first day following the sixth anniversary of the Closing Date and thereafter, in each case, subject to increases in accordance with the terms of the Series A Preferred Units.
We estimate the total purchase consideration for Wheeling to be approximately $1.1 billion, as described in “—Note 3: Preliminary estimated purchase consideration and purchase price allocation,” below.
On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc. (“GCM”), owner of 49.9% of the limited liability company interests of Long Ridge Energy & Power LLC (“Long Ridge”), to acquire GCM’s 49.9% interest. Consideration to GCM for the acquisition (the “Long Ridge Acquisition”) included (i) Long Ridge issuing a $20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $9.0 million paid by the Company and (iii) 160,000 shares of newly formed series of Series B Convertible Junior Preferred Stock (the “Series B Preferred Stock”) issued by the Company to certain affiliates of GCM. At closing, the Company owned 100% of the interests in Long Ridge.
The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share, and junior to the Company’s Series A Senior Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. Each share of Series B Preferred Stock has an initial liquidation preference of $1,000 per share. Holders of the Series B Preferred Stock are entitled to a quarterly compounding,
regular dividend equal to 9.00% per annum for any dividend paid in cash with respect to the immediately preceding quarter, and 10.00% per annum for any dividend paid-in-kind, at the Company’s election.
Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.
The unaudited pro forma combined financial information has been prepared from the respective historical consolidated financial information of the Company, Long Ridge and Wheeling, and reflects adjustments to the historical financial information in accordance with Article 11 using the acquisition method of accounting, as defined by Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and using the fair value concepts as defined in ASC Topic 820, Fair Value Measurement (“ASC 820”). As a result, the Company has recorded the business combination in its consolidated financial statements and applied the acquisition method to account for Long Ridge’s assets acquired and liabilities assumed as of February 26, 2025, the closing date of the Long Ridge Acquisition. The acquisition method requires the recording of identifiable assets acquired and liabilities assumed at their fair values on the acquisition date, and the recording of goodwill for the excess of the purchase price over the aggregate fair value of the identifiable assets acquired and liabilities assumed. The Company has recorded the acquisition of its 100% equity ownership of Wheeling in its consolidated financial statements using the equity method of accounting to account for the investment in Wheeling as of August 25, 2025, the closing date of the Wheeling Acquisition. Once the STB has completed its review of the transaction and approved FIP’s acquisition of control of Wheeling, FIP will consolidate Wheeling prospectively, and the equity method investment will be remeasured to fair value immediately before the consolidation occurs, with the resulting gain or loss recognized in net (loss) income.
The unaudited pro forma combined financial information is not necessarily indicative of what our financial position or results of operations would have been had the Transactions been consummated on the dates indicated, nor is it necessarily indicative of what the financial position or results of operations of the Company will be in future periods. The historical financial information has been adjusted to depict the accounting for the Transactions. Additionally, the unaudited pro forma combined financial information does not reflect the cost of any integration activities or benefits that may result from potential revenue enhancements, anticipated cost savings and expense efficiencies or other synergies that may be achieved in the acquisitions or any strategies that management may consider in order to continue to efficiently manage our operations.
To prepare the unaudited pro forma combined financial information, we adjusted Long Ridge and Wheeling’s assets and liabilities to their estimated fair values based on preliminary valuation procedures performed and a preliminary allocation of purchase price. The final valuation and related allocation of the purchase price is still being finalized and is expected to be completed no later than 12 months after the respective closing dates of each of the Wheeling Acquisition and the Long Ridge Acquisition. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments presented herein and may include (i) changes in fair values of Property, plant and equipment; (ii) changes in allocations to Intangible assets, such as customer relationships, as well as goodwill; and, (iii) other changes to assets and liabilities. Furthermore, we are still evaluating Long Ridge and Wheeling’s accounting policies in an effort to determine if differences in accounting policies require adjustment or reclassification of Long Ridge and Wheeling’s results of operations or reclassification of assets or liabilities to conform to our accounting policies and classifications. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma combined financial information.
The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of FIP, Long Ridge and Wheeling. The pro forma combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 include transaction adjustments for certain non-recurring items, including the estimated transaction-related expenses. These unaudited pro forma combined financial statements are presented based on accounting principles generally accepted in the United States of America.
Note 2: Adjustments to Wheeling historical financial statements
Presentation and reclassification adjustments
Certain presentation and reclassification adjustments have been made to the historical presentation of Wheeling’s financial statements in order to conform to the presentation of the Company, by reclassifying:
•Marketable securities to Other current assets;
•Materials and supplies to Other current assets;
•Current financing lease liabilities to Other current liabilities;
•Long-term financing lease liabilities to Other liabilities;
•Transportation to Operating expenses;
•Maintenance of way to Operating expenses
•Maintenance of equipment to Operating expenses;
•General and administrative expenses to Operating expenses;
•Other income to Gain (loss) on sale of assets, net; and
•Other income to Interest expense.
Refer to the Company’s Form 8-K/A which was filed with the Securities and Exchange Commission on May 14, 2025 for the reclassification adjustments that we made to Long Ridge’s historical presentation of their financial statements in order to conform to the presentation of the Company.
The following tables illustrate the impact of adjustments made to the historical Wheeling financial statements to align to the presentation of the Company as described above:
THE WHEELING CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2025
| Wheeling Before Reclassification | Reclassification Adjustments | Wheeling, as Reclassified | FIP Presentation | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 19,386 | $ | — | $ | 19,386 | Cash and cash equivalents | ||||||||||||||||
| Marketable securities | 21,419 | (21,419) | — | ||||||||||||||||||||
| Accounts receivable, net | 16,120 | — | 16,120 | Accounts receivable, net | |||||||||||||||||||
| Materials and supplies | 6,936 | (6,936) | — | ||||||||||||||||||||
| Other current assets | 9,016 | 28,355 | 37,371 | Other current assets | |||||||||||||||||||
| Total current assets | 72,877 | — | 72,877 | ||||||||||||||||||||
| Property, plant and equipment, net | 314,911 | 46,140 | 361,051 | Property, plant and equipment, net | |||||||||||||||||||
| Other assets | |||||||||||||||||||||||
| Right of use asset - operating leases | 20,742 | — | 20,742 | Operating lease right-of-use assets, net | |||||||||||||||||||
| Right of use asset - financing leases | 46,140 | (46,140) | — | ||||||||||||||||||||
| Total other assets | 66,882 | (46,140) | 20,742 | ||||||||||||||||||||
| Total assets | $ | 454,670 | $ | — | $ | 454,670 | |||||||||||||||||
| LIABILITIES & STOCKHOLDER'S EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Accounts payable | $ | 11,470 | $ | — | $ | 11,470 | Accounts payable and accrued liabilities | ||||||||||||||||
| Accounts payable - interline freight | 3,591 | — | 3,591 | Accounts payable and accrued liabilities | |||||||||||||||||||
| Accrued payroll liabilities | 6,382 | — | 6,382 | Accounts payable and accrued liabilities | |||||||||||||||||||
| Other current liabilities | 3,806 | 2,342 | 6,148 | Other current liabilities | |||||||||||||||||||
| Current portion of operating lease liability | 1,188 | — | 1,188 | Operating lease liabilities | |||||||||||||||||||
| Current portion of financing lease liability | 2,342 | (2,342) | — | ||||||||||||||||||||
| Total current liabilities | 28,779 | — | 28,779 | ||||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||
| Deferred income taxes | 55,378 | — | 55,378 | Deferred tax liabilities | |||||||||||||||||||
| Long-term operating lease liability | 19,554 | — | 19,554 | Operating lease liabilities | |||||||||||||||||||
| Long-term financing lease liability | 43,954 | (43,954) | — | ||||||||||||||||||||
| Other noncurrent liabilities | 1,959 | 43,954 | 45,913 | Other liabilities | |||||||||||||||||||
| Total long-term liabilities | 120,845 | — | 120,845 | ||||||||||||||||||||
| Total liabilities | 149,624 | — | 149,624 | ||||||||||||||||||||
| Stockholder's Equity | |||||||||||||||||||||||
| Common stock | 1 | (1) | — | ||||||||||||||||||||
| Additional paid in capital | 11,231 | 293,815 | 305,046 | Additional paid in capital | |||||||||||||||||||
| Retained earnings | 317,310 | (317,310) | — | ||||||||||||||||||||
| Accumulated other comprehensive income | 132 | (132) | — | ||||||||||||||||||||
| 328,674 | (23,628) | 305,046 | |||||||||||||||||||||
| Less: Treasury stock | (23,628) | 23,628 | — | ||||||||||||||||||||
| Total stockholder's equity | 305,046 | — | 305,046 | ||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 454,670 | $ | — | $ | 454,670 | |||||||||||||||||
THE WHEELING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
| Wheeling Before Reclassification | Reclassification Adjustments | Wheeling, as Reclassified | FIP Presentation | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Freight revenues | $ | 68,053 | $ | — | $ | 68,053 | Rail revenues | ||||||||||||||||
| Other revenue | 5,123 | — | 5,123 | Other revenue | |||||||||||||||||||
| Total revenues | 73,176 | — | 73,176 | Total revenues | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Transportation | 21,662 | — | 21,662 | Operating expenses | |||||||||||||||||||
| Maintenance of way | 9,575 | — | 9,575 | Operating expenses | |||||||||||||||||||
| Maintenance of equipment | 7,357 | — | 7,357 | Operating expenses | |||||||||||||||||||
| Depreciation and amortization | 8,889 | — | 8,889 | Depreciation and amortization | |||||||||||||||||||
| General and administrative expenses | 16,016 | — | 16,016 | Operating expenses | |||||||||||||||||||
| Total expenses | 63,499 | — | 63,499 | ||||||||||||||||||||
| Operating income | 9,677 | — | 9,677 | ||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| — | 300 | 300 | Gain (loss) on sale of assets, net | ||||||||||||||||||||
| — | (1,026) | (1,026) | Interest expense | ||||||||||||||||||||
| Other income, net | 5,210 | 726 | 5,936 | Other income (expense) | |||||||||||||||||||
| Income before income taxes | 14,887 | — | 14,887 | ||||||||||||||||||||
| Income tax expense | 1,584 | — | 1,584 | (Benefit from) provision for income taxes | |||||||||||||||||||
| Net income | $ | 13,303 | $ | — | $ | 13,303 | |||||||||||||||||
THE WHEELING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Wheeling Before Reclassification | Reclassification Adjustments | Wheeling, as Reclassified | FIP Presentation | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Freight revenues | $ | 142,516 | $ | — | $ | 142,516 | Rail revenues | ||||||||||||||||
| Other revenue | 9,765 | — | 9,765 | Other revenue | |||||||||||||||||||
| Total revenues | 152,281 | — | 152,281 | Total revenues | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Transportation | 44,439 | — | 44,439 | Operating expenses | |||||||||||||||||||
| Maintenance of way | 16,730 | — | 16,730 | Operating expenses | |||||||||||||||||||
| Maintenance of equipment | 13,833 | — | 13,833 | Operating expenses | |||||||||||||||||||
| Depreciation and amortization | 15,425 | — | 15,425 | Depreciation and amortization | |||||||||||||||||||
| General and administrative expenses | 32,167 | — | 32,167 | Operating expenses | |||||||||||||||||||
| Total expenses | 122,594 | — | 122,594 | ||||||||||||||||||||
| Operating income | 29,687 | — | 29,687 | ||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| — | 106 | 106 | Gain on sale of assets, net | ||||||||||||||||||||
| — | (1,306) | (1,306) | Interest expense | ||||||||||||||||||||
| Other income, net | 8,160 | 1,200 | 9,360 | Other income (expense) | |||||||||||||||||||
| Loss before income taxes | 37,847 | — | 37,847 | ||||||||||||||||||||
| Income tax expense | 4,272 | — | 4,272 | Provision for (benefit from) income taxes | |||||||||||||||||||
| Net income | $ | 33,575 | $ | — | $ | 33,575 | |||||||||||||||||
Note 3: Preliminary estimated purchase consideration and purchase price allocation for the Wheeling Acquisition
The following table summarizes the components of the preliminary estimated purchase consideration (in millions):
| Total ASC 805 purchase price | $ | 1,054.3 | ||||||
The preliminary allocation of the estimated purchase price to the assets acquired and liabilities assumed as of the closing date of the Wheeling Acquisition includes estimated adjustments for the fair value of Wheeling’s assets and liabilities. The final allocation will be determined once we have determined the final purchase price and completed all detailed valuation analyses. The final allocation could differ materially from the preliminary allocation used in this unaudited combined financial information and related pro forma adjustments. The following table summarizes the allocation of the preliminary estimated purchase price:
| As of June 30, 2025 | ||||||||
| Fair value of assets acquired: | ||||||||
| Cash and cash equivalents | $ | 19,386 | ||||||
| Accounts receivable | 16,120 | |||||||
| Operating lease right-of-use assets, net | 144,618 | |||||||
| Property, plant and equipment | 1,233,861 | |||||||
| Other assets | 47,871 | |||||||
| Amount attributable to assets acquired | $ | 1,461,856 | ||||||
| As of June 30, 2025 | ||||||||
| Fair value of liabilities assumed: | ||||||||
| Accounts payable and accrued liabilities | $ | 21,443 | ||||||
| Operating lease liabilities | 12,848 | |||||||
| Deferred tax liabilities | 315,744 | |||||||
| Other liabilities | 57,511 | |||||||
| Amount attributable to liabilities assumed | $ | 407,546 | ||||||
| Fair value of net assets acquired | $ | 1,054,310 | ||||||
| Goodwill | — | |||||||
| Total preliminary estimated purchase consideration | $ | 1,054,310 | ||||||
Wheeling’s preliminary property, plant and equipment and their estimated useful lives consist of the following:
| Property, plant and equipment | Range of estimated useful life in years | Estimated fair value | ||||||||||||
| Land | N/A | $ | 215,600 | |||||||||||
| Buildings and improvements | 2-16 | 6,926 | ||||||||||||
| Bridges and tunnels | 25 | 644,855 | ||||||||||||
| Terminal machinery and equipment | 2-15 | 5,788 | ||||||||||||
| Railroad assets | 3-30 | 348,907 | ||||||||||||
| Computer hardware and software | 2-5 | 289 | ||||||||||||
| Other | 2-8 | 4,496 | ||||||||||||
| Construction in process | N/A | 7,000 | ||||||||||||
| Total property, plant and equipment | $ | 1,233,861 | ||||||||||||
The effective tax rate of the combined company is (0.6)% and 16.7% for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on the post-acquisition activities and cash needs. The estimate is preliminary and subject to change based upon the final determination of fair value of the identifiable assets and liabilities.
Refer to the Company’s Form 8-K/A which was filed with the Securities and Exchange Commission on May 14, 2025 for the preliminary estimated purchase consideration and purchase price allocation for the Long Ridge Acquisition.
Note 4: Pro forma financing adjustments
a)Reflects the pro forma financing adjustments to Cash and cash equivalents which includes:
i.An adjustment for $1,213,960 for cash proceeds received from the Bridge Loan. This amount consists of proceeds from the Bridge Loan of $1,250,000, net of closing issuance costs of $36,040. The Bridge Loan represents short term financing arrangements which the Company expects to replace with long-term financing at or before maturity;
ii.An adjustment for $(636,604) for the paydown of Corporate Senior Notes due 2027; and
iii.An adjustment for $(435,459) for the paydown of Redeemable Preferred Stock - Series A.
b)Reflects the pro forma financing adjustments to Accounts payable and accrued liabilities for payment of accrued interest on the Corporate Senior Notes due 2027.
c)Reflects the pro forma financing adjustments to current Debt, net for short term financing from the Bridge Loans.
d)Reflects the pro forma financing adjustments to noncurrent Debt, net for paydown of the Corporate Senior Notes due 2027.
e)Reflects the pro forma financing adjustments to Redeemable Preferred Stock - Series A for the paydown of preferred stock with proceeds from the Bridge Loan.
f)Reflects the pro forma financing adjustments to Additional paid in capital for the loss on extinguishment of Redeemable Preferred Stock - Series A.
g)Reflects the pro forma financing adjustments to Accumulated deficit for the loss on extinguishment of Corporate Senior Notes due 2027.
h)Reflects the pro forma financing adjustments to Interest expense which includes:
i.An adjustment of $34,124 to reverse the interest expense from the Senior Notes due 2027 that were paid down;
ii.An adjustment of $(52,894) to record interest expense for the Bridge Loan; and
iii.An adjustment of $(18,020) to record amortization of deferred financing costs related to the Bridge Loan.
i)Reflects the pro forma financing adjustments to Dividends and accretion of redeemable preferred stock to reverse the effects from the Redeemable Preferred Stock - Series A that was paid down.
j)Reflects the pro forma financing adjustments to Loss on extinguishment of debt for the loss on extinguishment of the Senior Notes due 2027.
k)Reflects the pro forma financing adjustments to Interest expense which includes:
i.An adjustment of $71,199 to reverse the interest expense from the Senior Notes due 2027 that were paid down;
ii.An adjustment of $(105,788) to record interest expense for the Bridge Loan; and
iii.An adjustment of $(36,040) to record amortization of deferred financing costs related to the Bridge Loan.
l)Reflects the pro forma financing adjustments to Dividends and accretion of redeemable preferred stock to reverse the effects from the Redeemable Preferred Stock - Series A that was paid down.
Note 5: Pro forma Wheeling Acquisition accounting adjustments
a)Reflects the pro forma adjustments to Cash and cash equivalents which includes:
i.An adjustment of $(1,054,310) for cash paid to the seller;
ii.An adjustment of $(51,746) for the paydown of finance leases at Wheeling;
iii.An adjustment of $(2,885) for the payment of indemnity insurance at Wheeling;
iv.An adjustment of $1,000,000 for issuance of Redeemable Preferred Stock - Series A NCI and Warrants; and
v.An adjustment of $(15,000) for fees paid related to the Redeemable Preferred Stock - Series A NCI.
b)Reflects the pro forma adjustments to Operating lease right-of-use assets, net which includes:
i.An adjustment of $(7,894) to adjust operating lease liabilities to its preliminary estimate of acquisition date value based on the market incremental borrowing rate; and
ii.An adjustment of $131,770 for favorable off-market lease terms on operating leases acquired from the Wheeling transaction.
c)Reflects the pro forma adjustments to Property, plant and equipment, net to increase Wheeling’s historical property, plant and equipment to its preliminary estimate of acquisition date fair value.
d)Reflects the pro forma adjustments to Other assets which includes:
i.An adjustment for $10,500 for recognition of mineral interests acquired, based on the preliminary determination of their estimated fair values and remaining useful lives.
ii.An adjustment for $2,885 for prepaid indemnity insurance at Wheeling.
e)Reflects the pro forma adjustments to Accounts payable and accrued liabilities which includes:
i.An adjustment for $5,350 to accrue for non-recurring transaction costs, incurred after and not yet recognized as of June 30, 2025; and
ii.An adjustment of $7,350 for issuance costs related to the Redeemable Preferred Stock - Series A NCI.
f)Reflects the pro forma adjustments to current Operating lease liabilities for its preliminary estimate of acquisition date value based on the market incremental borrowing rate.
g)Reflects the pro forma adjustments to Other current liabilities for the paydown of finance leases at Wheeling.
h)Reflects the pro forma adjustments to Warrant liabilities from the Warrants issued by the Company to certain affiliates of Ares Management LLC at closing.
i)Reflects the pro forma adjustments to noncurrent Operating lease liabilities for its preliminary estimate of acquisition date value based on the market incremental borrowing rate.
j)Reflects the pro forma adjustments to Deferred tax liabilities which includes:
i.An adjustment of $32,943 for the income tax effect of favorable off-market lease terms on operating leases acquired from the Wheeling transaction; and
ii.An adjustment of $227,423 for the income tax effect of the increase to Wheeling’s historical property, plant and equipment to its preliminary estimate of acquisition date fair value.
k)Reflects the pro forma adjustments to Other liabilities which includes:
i.An adjustment for $5,450 for the step up in fair value of the finance leases previously held at Wheeling; and
ii.An adjustment for $(49,404) for the paydown of finance leases at Wheeling.
l)Reflects the pro forma adjustments to Redeemable Preferred Stock - Series A NCI which includes:
i.An adjustment for $914,167 from Redeemable Preferred Stock - Series A NCI issued by RR Holdings to certain affiliates of Ares Management LLC at closing; and
ii.An adjustment of $(22,350) for issuance costs related to the Redeemable Preferred Stock - Series A NCI.
m)Reflects the pro forma adjustments to Additional paid in capital for the elimination of Wheeling’s historical Stockholders’ equity.
n)Reflects the pro forma adjustments to Accumulated deficit for non-recurring transaction costs.
o)Reflects the pro forma adjustments to Operating expenses to record incremental amortization expense for favorable off-market lease terms on operating leases acquired from the Wheeling transaction.
p)Reflects the pro forma adjustments to Acquisition and transaction expenses to amortize prepaid indemnity insurance for Wheeling.
q)Reflects the pro forma adjustments to Depreciation and amortization which includes:
i.An adjustment of $12,802 to record incremental depreciation expense related to the property, plant and equipment acquired, based on the preliminary determination of their estimated fair values and remaining useful lives. A 10% change in the valuation of the acquired property, plant and equipment would cause a corresponding increase or decrease to the annual depreciation expense of $2,169.
ii.An adjustment of $175 to record incremental amortization expense for mineral interests acquired, based on the preliminary determination of their estimated fair values and remaining useful lives.
r)Reflects the pro forma adjustments to Interest expense to reverse interest expense on finance lease at Wheeling that was paid down.
s)Reflects the pro forma adjustments to Benefit from income taxes to reflect a tax benefit after applying an effective tax rate of 25%.
t)Reflects the pro forma adjustments to Dividends and accretion of redeemable preferred stock which includes:
i.An adjustment for $58,722 for deemed dividends to Redeemable Preferred Stock - Series A NCI holders to amend for the transaction; and
ii.An adjustment for $11,299 for accretion of fees and issuance costs related to Redeemable Preferred Stock - Series A NCI.
u)Reflects the pro forma adjustments to Operating expenses to record incremental amortization expense for favorable off-market lease terms on operating leases acquired from the Wheeling transaction.
v)Reflects the pro forma adjustments to Acquisition and transaction expenses which includes:
i.An adjustment of $5,350 to accrue for non-recurring transaction costs, incurred after and not yet recognized as of June 30, 2025; and
ii.An adjustment of $962 to amortize prepaid indemnity insurance for Wheeling.
w)Reflects the pro forma adjustments to Depreciation and amortization which includes:
i.An adjustment of $27,957 to record incremental depreciation expense related to the property, plant and equipment acquired, based on the preliminary determination of their estimated fair values and remaining useful lives. A 10% change in the valuation of the acquired property, plant and equipment would cause a corresponding increase or decrease to the annual depreciation expense of $4,338.
ii.An adjustment of $350 to record incremental amortization expense for mineral interests acquired, based on the preliminary determination of their estimated fair values and remaining useful lives.
x)Reflects the pro forma adjustments to Interest expense to reverse interest expense on finance lease at Wheeling that was paid down.
y)Reflects the pro forma adjustments to Benefit from income taxes to reflect a tax benefit after applying an effective tax rate of 25%.
z)Reflects the pro forma adjustments to Dividends and accretion of redeemable preferred stock which includes:
i.An adjustment for $109,948 for deemed dividends to Redeemable Preferred Stock - Series A NCI holders to amend for the transaction; and
ii.An adjustment for $22,598 for accretion of fees and issuance costs related to Redeemable Preferred Stock - Series A NCI.
aa)Reflects amounts after pro forma acquisition adjustments. Basic and diluted net loss per share (“EPS”) are each calculated by dividing adjusted pro forma net loss by the weighted average shares outstanding and diluted weighted average shares outstanding for the six months ended June 30, 2025 and for the year ended December 31, 2024.
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||||||||
| Basic EPS | ||||||||||||||
| Combined pro forma net loss | $ | (135,362) | $ | (300,456) | ||||||||||
| Add: Net loss attributable to non-controlling interests in consolidated subsidiaries | (22,501) | (42,419) | ||||||||||||
| Less: Dividends and accretion of redeemable preferred stock | 67,309 | 135,258 | ||||||||||||
| Combined pro forma net loss attributable to FIP stockholders | (180,170) | (393,295) | ||||||||||||
| Less: Dividends and accretion of convertible preferred stock | 9,003 | 16,849 | ||||||||||||
| Add: Loss on extinguishment of redeemable preferred stock | — | (121,251) | ||||||||||||
| Combined pro forma net loss attributable to FIP common stockholders | $ | (189,173) | $ | (531,395) | ||||||||||
| Weighted average common shares outstanding | 114,491,338 | 108,217,871 | ||||||||||||
| Basic EPS | $ | (1.65) | $ | (4.91) | ||||||||||
| Weighted average diluted shares outstanding | 115,260,452 | 108,217,871 | ||||||||||||
| Diluted EPS | $ | (1.65) | $ | (4.91) | ||||||||||
Note 6: Pro forma Long Ridge Acquisition adjustments
a)Reflects the pro forma adjustments for the pre-acquisition period of Long Ridge from January 1, 2025 to February 25, 2025. These amounts were disclosed in the Company’s Form S-3/A, which was filed with the Securities and Exchange Commission on May 23, 2025.
b)Reflects the pro forma adjustments for the acquisition of Long Ridge for the year ended December 31, 2024. These amounts were disclosed in the Company’s Form 8-K/A, which was filed with the Securities and Exchange Commission on May 14, 2025.
Exhibit 99.3
FTAI INFRASTRUCTURE INC.
UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
FTAI Infrastructure Inc. (the “Company”) is furnishing the following information on the Adjusted EBITDA of The Wheeling Corporation (“Wheeling”) and Pro Forma Adjusted EBITDA of the Company, in each case for the six months ended June 30, 2025 and for the year ended December 31, 2024 (collectively, “Adjusted EBITDA”), to supplement the consolidated financial information of Wheeling, which is presented on a U.S. generally accepted accounting principles (“GAAP”) basis, and the unaudited pro forma combined financial information of the Company, which is presented on a GAAP basis and prepared in accordance with Article 11 of Regulation S-X. Adjusted EBITDA is a non-GAAP financial measure. The consolidated financial information of Wheeling and the unaudited pro forma combined financial information of the Company are contained in Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K/A to which this exhibit is filed.
The Company’s Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as its key performance measure. Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. The Company’s management believes Pro Forma Adjusted EBITDA provides users of the pro forma financial statements with useful information with which to evaluate pro forma results of operations. Adjusted EBITDA is defined as net loss attributable to shareholders from continuing operations (in the case of Pro Forma Adjusted EBITDA) or net income (in the case of Adjusted EBITDA for Wheeling), in each case as, (i) to exclude the impact for (benefit from) provision for 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, and interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (ii) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities and (iii) to exclude the impact of equity in losses of unconsolidated entities and the non-controlling share of Adjusted EBITDA.
In the case of Wheeling, the CODM evaluates investment performance primarily based on Adjusted EBITDA. Adjusted EBITDA serves as a consistent measure for the CODM to compare profitability between periods and across businesses and make resource allocation decisions. The Company believes that net income, as defined by GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA for Wheeling, as presented below. The Company believes that net loss attributable to stockholders, as presented in the Company’s unaudited pro forma combined financial information, is the most appropriate earnings measurement with which to reconcile Pro Forma Adjusted EBITDA, as presented below. These non-GAAP financial measures may not be comparable to similarly titled measures of other companies because other entities may not calculate these non-GAAP financial measures in the same manner, and should not be considered as an alternative to net income or net loss attributable to stockholders as determined in accordance with GAAP. Although we use or have used these non-GAAP financial measures to assess the performance of Wheeling and our business on a pro forma basis and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider these non-GAAP financial measures in isolation, or as substitutes for analysis of financial measures reported in accordance with GAAP.
The following table sets forth a reconciliation of net income to Adjusted EBITDA of Wheeling:
| (dollars in thousands) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||||
| Net income | $ | 13,303 | $ | 33,575 | ||||||||||
| Add: Provision for income taxes | 1,584 | 4,272 | ||||||||||||
| Add: Equity-based compensation expense | 2,319 | 4,438 | ||||||||||||
| Add: Acquisition and transaction expenses | — | — | ||||||||||||
| 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 and amortization expense | 8,889 | 15,425 | ||||||||||||
| Add: Interest expense | 1,026 | 1,306 | ||||||||||||
| Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities | — | — | ||||||||||||
| Add: Dividends and accretion of redeemable preferred stock | — | — | ||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | — | — | ||||||||||||
Add: Other non-recurring items (1) | 425 | — | ||||||||||||
| Less: Equity in losses of unconsolidated entities | — | — | ||||||||||||
| Less: Non-controlling share of Adjusted EBITDA | — | — | ||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 27,546 | $ | 59,016 | ||||||||||
______________________________________________________________________________________
(1)Includes a bad debt expense for a bankruptcy of a collections specialist for the six months ended June 30, 2025. Similar write-offs are not expected to recur and this charge is not indicative of our normal bad debt accrual practices.
The following table sets forth a reconciliation of net loss attributable to stockholders from continuing operations as presented in the unaudited pro forma combined financial information to Pro Forma Adjusted EBITDA:
(dollars in thousands) (1) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||||
| Net loss attributable to stockholders | $ | (180,170) | $ | (393,295) | ||||||||||
| Add: Provision for (benefit from) income taxes | 775 | (60,441) | ||||||||||||
| Add: Equity-based compensation expense | 4,482 | 13,078 | ||||||||||||
| Add: Acquisition and transaction expenses | 11,515 | 14,279 | ||||||||||||
| Add: Losses on the modification or extinguishment of debt and capital lease obligations | 4,073 | 90,530 | ||||||||||||
| Add: Changes in fair value of non-hedge derivative instruments | (25,592) | (2,971) | ||||||||||||
Add: Asset impairment charges (2) | 4,401 | 70,947 | ||||||||||||
| Add: Incentive allocations | — | — | ||||||||||||
Add: Depreciation and amortization expense (3) | 89,142 | 191,957 | ||||||||||||
| Add: Interest expense | (149,088) | 252,499 | ||||||||||||
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (4) | (2,103) | (9,734) | ||||||||||||
| Add: Dividends and accretion of redeemable preferred stock | 67,309 | 135,258 | ||||||||||||
| Add: Interest and other costs on pension and OPEB liabilities | (529) | (66) | ||||||||||||
Add: Other non-recurring items (5) | 1,758 | 953 | ||||||||||||
| Less: Equity in (losses) earnings of unconsolidated entities | (7,269) | 18,350 | ||||||||||||
Less: Non-controlling share of Adjusted EBITDA (6) | (14,809) | (27,194) | ||||||||||||
| Pro Forma Adjusted EBITDA (non-GAAP) | $ | (196,105) | $ | 294,150 | ||||||||||
______________________________________________________________________________________
(1)Pro forma amounts give effect to the Long Ridge Energy & Power LLC and Wheeling Transactions in the manner described in the unaudited pro forma combined financial information of the Company, filed herewith as Exhibit 99.2.
(2)Asset impairment charges includes the following for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) asset impairment charges of $4,401 and $72,882 and (ii) add-back of interest income of $— and $(1,935), respectively.
(3)Depreciation and amortization expense includes the following for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) depreciation and amortization expense of $90,929 and $183,117, (ii) capitalized contract costs amortization of $2,465 and $4,475, (iii) amortization of other comprehensive income of $(4,732) and $3,406 and (iv) amortization of favorable operating lease of $480 and $959, respectively.
(4)Pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) net loss of $(4,099) and $(18,445), (ii) interest expense of $1,297 and $5,949 and (iii) depreciation and amortization expense of $699 and $2,762, respectively.
(5)Other non-recurring items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $298 and (iv) bad debt expense for a bankruptcy of a collections specialist of $425. Other non-recurring items for the fiscal year ended December 31, 2024: outage costs of $953.
(6)Non-controlling share of Adjusted EBITDA includes the following items for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) equity-based compensation of $224 and $1,127, (ii) provision for (benefit from) income taxes of $188 and $(510), (iii) interest expense of $7,646 and $11,555, (iv) depreciation and amortization expense of $6,140 and $12,930, (v) acquisition and transaction expenses of $166 and $7, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $(1), (vii) asset impairment charges of $27 and $—, (viii) loss on modification or extinguishment of debt of $358 and $2,086 and (ix) other non-recurring items of $63 and $—, respectively.