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ACQUISITION AND DIVESTITURES
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
ACQUISITION OF SUBSIDIARIES
2. ACQUISITIONS AND DIVESTITURES
Acquisition of Long Ridge Energy & Power LLC
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, to acquire GCM’s 49.9% interest. This transaction resulted in a controlling 100% ownership in Long Ridge Energy & Power LLC. Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment. See Note 14 for additional information.
Prior to obtaining a controlling interest in Long Ridge, the Company accounted for its 50.1% investment as an equity method investment. In accordance with accounting for a step acquisition, the Company recognized a gain of $120.0 million, which was included in (Loss) gain on sale of assets, net in the Consolidated Statements of Operations. There was also an income tax benefit of $9.2 million recorded as part of Accumulated other comprehensive loss in the Consolidated Balance Sheets that was reclassified to (Benefit from) provision for income taxes in the Consolidated Statements of Operations.
In accordance with ASC 805, Business Combinations, the following fair values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions. The assumptions used to estimate the fair value of proved developed and unproved gas properties, as well as the power generation plant included forecasted revenue growth rates, discount rates, projected capacity factors and projected net gas production.
The following table summarizes the allocation of the purchase price, as presented in our Consolidated Balance Sheet:
February 26, 2025
Fair value of assets acquired:
Cash and cash equivalents$17,205 
Restricted cash218,422 
Accounts receivable12,364 
Property, plant and equipment1,516,873 
Intangible assets1,000 
Other assets11,855 
Total assets acquired1,777,719 
Fair value of liabilities assumed:
Accounts payable and accrued liabilities54,699 
Debt1,115,200 
Derivative liabilities197,795 
Other liabilities15,628 
Total liabilities assumed1,383,322 
Goodwill (1)
90,337 
Total purchase consideration$484,734 
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(1) This goodwill is assigned to the Power and Gas segment and is not tax deductible for income tax purposes.
The following table presents the estimated fair value of the identifiable intangible assets and their estimated useful lives:
Estimated useful life in yearsFair value
Customer relationships
15
$1,000 
Total$1,000 
The following table presents the estimated fair value of the property, plant and equipment and their estimated remaining useful lives:
Estimated remaining useful life in yearsFair value
Construction in progress
N/A
$476 
Unproved properties
N/A
216,776 
Proved developed properties
N/A
168,045 
Power generation
12 - 37
850,121 
Computer software
2
70 
Land and improvements
N/A
166,454 
Buildings
10 - 39
48,665 
Machinery & equipment
2 - 37
62,015 
Track and track related assets
8 - 34
4,212 
Vehicles
2 - 3
39 
Total$1,516,873 
The unaudited financial information in the table below summarizes the combined results of operations of FTAI Infrastructure and Long Ridge Energy & Power LLC on a pro forma basis, as though the companies had been combined as of January 1, 2024. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following:
•The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired;
•Elimination of intercompany transactions between consolidated companies;
•Impacts of debt assumed, including interest for debt issued, removal of interest for eliminated debt and removal of eliminated amortization of deferred financing costs; and
•Associated tax-related impacts of adjustments.
The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2024.
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Total revenue$122,286 $271,806 
Net loss attributable to common stockholders(79,115)(119,127)
Sale of Long Ridge Energy & Power LLC
On April 29, 2026, Ohio River Partners Holdco LLC (“ORPH”), a Delaware limited liability company and a direct wholly-owned subsidiary of FTAI Infrastructure, Ohio River Partners Finance LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ORPH (together with ORPH, “Sellers”), and, solely for the purposes specified, FTAI Infrastructure entered into an equity purchase agreement (the “Agreement”) with MARA USA Corporation (“Buyer”), a Delaware corporation and a direct wholly-owned subsidiary of MARA Holdings, Inc. (“Buyer Parent”), and, solely for the purposes specified, Buyer Parent, pursuant to which, among other things, upon the terms and subject to the conditions set forth in the Agreement, Buyer will purchase all of the issued and outstanding membership interests of Long Ridge Energy & Power LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of FTAI Infrastructure, from Sellers, for a base purchase price of $1.52 billion, subject to certain customary adjustments set forth in the Agreement. The consummation of the sale is subject to regulatory approvals from the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act; however, this approval is considered customary and probable to occur within 12 months of the signing of the Agreement and, therefore, we will account for Long Ridge Energy & Power LLC as a held-for-sale business as of the date of the Agreement through regulatory approval and closing of the sale.
The following table summarizes the components of assets and liabilities held-for-sale on the Consolidated Balance Sheets as of June 30, 2026:
Assets
Cash and cash equivalents$16,893 
Restricted cash and cash equivalents15,176 
Accounts receivable, net13,541 
Other current assets11,323 
Total current assets held for sale56,933 
Operating lease right-of-use assets, net737 
Property, plant, and equipment, net1,561,814 
Intangible assets, net922 
Goodwill90,337 
Other assets7,027 
Valuation allowance on assets held for sale (1)
(60,380)
Total non-current assets held for sale1,600,457 
Total assets held for sale$1,657,390 
Liabilities
Accounts payable and accrued liabilities$71,996 
Debt, net449,185 
Operating lease liabilities194 
Derivative liabilities58,338 
Total current liabilities held for sale579,713 
Debt, net715,200 
Operating lease liabilities582 
Derivative liabilities192,936 
Other liabilities2,451 
Total non-current liabilities held for sale911,169 
Total liabilities held for sale$1,490,882 
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(1) The valuation allowance on assets held for sale for $60.4 million was recorded as Asset impairment in the Company’s Consolidated Statement of Operations for the three and six months ended June 30, 2026.
The following table presents the amounts related to the operations of Long Ridge Energy & Power LLC that have been reflected in net loss on the Consolidated Statements of Operations:
Three Months Ended June 30, 2026Six Months Ended June 30, 2026
(Loss) income before income taxes$(68,397)$(75,035)
Net (loss) income attributable to common stockholders before income taxes(68,323)(74,914)
Acquisition of Tidewater
On June 26, 2026 (the “acquisition date”), we completed the acquisition of 100% of AP Shale Logistics ManagementCo LLC, doing business as Tidewater Logistics (“Tidewater”), a barge and rail transloading company with operations in Ohio, West Virginia and Texas. Tidewater is an established transloading platform that is highly complementary with our Wheeling & Lake Erie Railway by serving producers, shippers and industrial customers across key shale and energy markets in the Appalachian Basin and Gulf Coast region. We acquired the equity of Tidewater for an adjusted cash consideration of approximately $46.0 million, funded through an upsizing of our existing Term Loan Credit Agreement (see Note 7 for additional information).
Tidewater will operate within the Railroad reportable segment (see Note 14 for additional information). The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations of Tidewater have been included in the Company’s Consolidated Statements of Operations as of the effective date of the acquisition. As of the acquisition date, the assets and liabilities of Tidewater were recognized at their fair values, including cash of $5.6 million, other assets of $6.0 million, property, plant and equipment of $54.8 million, customer relationship intangibles of $15.7 million, and liabilities of $36.1 million, including $29.5 million of a financing obligation. The customer relationship intangibles are amortizable over an estimated life of 15 years.
In accordance with ASC 805, Business Combinations, the fair values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions, which will be refined during the measurement period. The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available.
Sale of KRS
On June 30, 2026, we completed the sale of KRS for a purchase price of $0.1 million and recorded an impairment loss of $2.8 million through Asset impairment in the Company’s Consolidated Statement of Operations. KRS was included in our Corporate and Other segment.