What changed in this filing

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Item 1. Financial Statements

2021-05-07 compared with 2020-10-29 · 253 added, 347 removed, 438 unchanged (58% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2020 and December 31, 2019

As of March 31, 2021 and December 31, 2020

(Unaudited, in thousands of U.S.

dollars, except share amounts)

September 30,

Current assets

10 unchanged sentences

Finance leases, net

Investment in equity securities

Deferred tax assets, net

14 unchanged sentences

Stockholders’ equity

Class A common stock, $ 0.01 par value, 750.0 million shares authorized, 169.3 million issued and 168.7 million outstanding as of September 30, 2020

Treasury stock, 0.6 million shares as of September 30, 2020, at cost;

0 shares at December 31, 2019, at cost

Class A shares, 0 shares issued and outstanding as of September 30, 2020; 23.6 million shares issued and outstanding as of December 31, 2019

Class B shares, 0 shares issued and outstanding as of September 30, 2020;

144.3 million shares, issued and outstanding as of December 31, 2019

Class A common stock, $ 0.01 par value, 750.0 million shares authorized, 175.3 million issued and outstanding as of March 31, 2021;

174.6 million issued and outstanding as of December 31, 2020

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total stockholders' equity attributable to NFE

5 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three and nine months ended September 30, 2020 and 2019

For the three months ended March 31, 2021 and 2020

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating revenue

8 unchanged sentences

Total operating expenses

Operating income (loss)

Operating loss

Interest expense

Other expense, net

Other (income) expense, net

Loss on extinguishment of debt, net

Loss before taxes

Tax expense (benefit)

Net loss attributable to non-controlling interest

3 unchanged sentences

Other comprehensive loss:

Unrealized (gain) loss on currency translation adjustment

Currency translation adjustment

Comprehensive loss

Comprehensive (income) loss attributable to non-controlling interest

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to stockholders

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2020 and 2019

For the three months ended March 31, 2021 and 2020

(Unaudited, in thousands of U.S.

dollars, except share amounts)

Accumulated other

Class A shares

1 unchanged sentence

Class A common stock

Treasury shares

Accumulated other

comprehensive

(loss) income

stockholders'

(loss) income

Balance as of December 31, 2020

Cumulative effect of accounting changes

Other comprehensive loss

3 unchanged sentences

Balance as of March 31, 2021

Other comprehensive income

Share-based compensation expense

Issuance of shares for vested RSUs

Shares withheld from employees related to share-based compensation, at cost

Exchange of NFI units

( 144,342,572

Balance as of June 30, 2020

Conversion from LLC to Corporation

( 169,174,104

Other comprehensive income (loss)

Share-based compensation expense

Issuance of shares for vested RSUs

Shares withheld from employees related to share-based compensation, at cost

Balance as of September 30, 2020

Members' Capital

Accumulated other

Class A shares

Class B shares

Accumulated other

Class A common stock

comprehensive

(loss) income

Non-controlling

stockholders'

(loss) income

Balance as of December 31, 2019

Activity prior to the IPO and related organizational transactions:

Effects of the IPO and related organizational transactions:

Issuance of Class A shares in the IPO, net of underwriting discount and offering costs

Effects of the reorganization transactions

Activity subsequent to the IPO and related organizational transactions:

Share-based compensation expense

Balance as of March 31, 2019

Share-based compensation expense

Balance as of June 30, 2019

Cumulative effect of accounting change

Other comprehensive loss

Share-based compensation expense

Exchange of NFI units

Issuance of shares for vested RSUs

Balance as of September 30, 2019

Shares withheld from employees related to share-based compensation, at cost

Balance as of March 31, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2020 and 2019

For the three months ended March 31, 2021 and 2020

(Unaudited, in thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization

Non-cash contract termination charges and loss on mitigation sales

Loss on extinguishment of debt and financing expenses

Loss on extinguishment and financing expenses

Deferred taxes

Change in value of Investment in equity securities

Share-based compensation

(Increase) in receivables

Decrease (Increase) in inventories

Changes in operating assets and liabilities:

(Increase) Decrease in receivables

(Increase) Decrease in inventories

(Increase) in other assets

Decrease in right-of-use assets

Increase in accounts payable/accrued liabilities

(Decrease) Increase in amounts due to affiliates

(Decrease) Increase in accounts payable/accrued liabilities

Increase (Decrease) in amounts due to affiliates

(Decrease) in lease liabilities

Increase in other liabilities

(Decrease) in other liabilities

Net cash used in operating activities

1 unchanged sentence

Capital expenditures

Principal payments received on finance lease, net

Entities acquired in asset acquisitions, net of cash acquired

Other investing activities

Net cash used in investing activities

3 unchanged sentences

Repayment of debt

Proceeds from IPO

Payments related to tax withholdings for share-based compensation

Payment of dividends

Payment of offering costs

Net cash provided by financing activities

Net increase in cash, cash equivalents and restricted cash

Net cash (used in) provided by financing activities

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

2 unchanged sentences

Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions

Liabilities associated with consideration paid for entities acquired in asset acquisitions

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

(“NFE,” together with its subsidiaries, the “Company”) is a Delaware corporation formed by New Fortress Energy Holdings LLC (“New Fortress Energy Holdings”).

The Company is a global integrated gas-to-power infrastructure company that seeks to use natural gas to satisfy the world’s large and growing power needs and is engaged in providing energy and logistical services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to LNG.

The Company is a global integrated gas-to-power infrastructure company that seeks to use natural gas to satisfy the world’s large and growing power needs and is engaged in providing energy and development services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to LNG.

The Company currently sources LNG from a combination of its own liquefaction facility in Miami, Florida and purchases on the open market.

3 unchanged sentences

Significant accounting policies

The principle accounting policies adopted are set out below.

The principal accounting policies adopted are set out below.

Basis of presentation and principles of consolidation

9 unchanged sentences

In addition, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units.

In connection with the IPO, New Fortress Energy Holdings also received 147,058,824 Class B shares of the Company, which is equal to the number of NFI LLC Units held by New Fortress Energy Holdings immediately following the IPO.

New Fortress Energy Holdings retained a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0 % voting and non-economic interest.

In connection with the IPO, New Fortress Energy Holdings also received 147,058,824 Class B shares of NFE, which is equal to the number of NFI LLC Units held by New Fortress Energy Holdings immediately following the IPO.

New Fortress Energy Holdings retained a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing an 88.0 % voting and non-economic interest.

New Fortress Energy Holdings also had an 88.0 % economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units.

New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes.

New Fortress Energy Holdings is NFE’s predecessor for accounting purposes.

On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $ 14.00 per share, less underwriting discounts, which resulted in $ 11.0 million in additional net proceeds after deducting $ 0.7 million of underwriting discounts and commissions, such that there were 20,837,272 outstanding Class A shares.

In connection with the exercise of the underwriters’ option to purchase an additional 837,272 Class A shares, NFE contributed such additional net proceeds to NFI in exchange for 837,272 NFI LLC Units.

NFE is a holding company whose sole material asset is a controlling equity interest in NFI.

As the sole managing member of NFI, NFE operates and controls all of the business and affairs of NFI, and through NFI and its subsidiaries, conducts the Company’s historical business.

The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control.

U ntil the Exchange Transactions (as defined below) were completed, NFE was a holding company whose sole material asset was a controlling equity interest in NFI.

As the sole managing member of NFI, NFE operated and controlled all of the business and affairs of NFI, and through NFI and its subsidiaries, conducted the Company’s historical business.

The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control (the “Reorganization”).

As a result, NFE presented the condensed consolidated balance sheets and statements of operations and comprehensive loss of New Fortress Energy Holdings for all periods prior to the IPO.

On June 3, 2020, the Company entered into a mutual agreement (the “Mutual Agreement”) with the members holding the majority voting interest in New Fortress Energy Holdings (“Exchanging Members”) and NFE Sub LLC, a wholly-owned subsidiary of the Company.

Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with the Amended and Restated Limited Liability Company Agreement of NFI (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of the Company, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings.

Pursuant to the Mutual Agreement, the Company agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which the Company would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of the Company (the “Exchange Transactions”).

Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with the Amended and Restated Limited Liability Company Agreement of NFI (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of NFE, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings.

Pursuant to the Mutual Agreement, NFE agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which NFE would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of NFE (the “Exchange Transactions”).

The Exchange Transactions were completed on June 10, 2020 .

In connection with the closing of the Exchange Transactions, the Company issued 144,342,572 Class A shares in exchange for an equal number of NFI LLC Units, together with an equal number of Class B shares of the Company.

Following the completion of the Exchange Transactions, the Company owns all of the NFI LLC Units directly or indirectly and no Class B shares remain outstanding.

In connection with the closing of the Exchange Transactions, NFE issued 144,342,572 Class A shares in exchange for an equal number of NFI LLC Units, together with an equal number of Class B shares of NFE.

Following the completion of the Exchange Transactions, NFE owns all of the NFI LLC Units directly or indirectly and no Class B shares remain outstanding.

Prior to the Exchange Transactions, the Company recognized the Exchanging Members’ economic interest in NFI as non-controlling interest in the Company’s condensed consolidated financial statements.

4 unchanged sentences

(“the Conversion”).

Since the IPO, NFE LLC has been a corporation for U.S.

federal tax purposes, and converting NFE LLC from a limited liability company to a corporation has no effect on the U.S.

Since the IPO, NFE LLC had been a corporation for U.S.

federal tax purposes, and converting NFE LLC from a limited liability company to a corporation had no effect on the U.S.

federal tax treatment of the Company or its shareholders.

Upon the Conversion, each Class A share, representing Class A limited liability company interests of NFE LLC (“Class A shares”), outstanding immediately prior to the Conversion were converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $ 0.01 par value per share, of the Company (“Class A common stock”).

Upon the Conversion, each Class A share, representing Class A limited liability company interests of NFE LLC (“Class A shares”), outstanding immediately prior to the Conversion was converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $ 0.01 par value per share, of NFE (“Class A common stock”).

Class A shares shown on the Company’s condensed consolidated statements of changes in stockholders’ equity were reclassified to Class A common stock and Additional paid-in capital with no change to total stockholders’ equity.

As of September 30, 2020, NFE had 168,738,423 Class A common stock outstanding.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include relative fair value allocations between revenue and lease components of contracts with customers, determination of current expected credit losses, total consideration and fair value of identifiable net assets related to acquisitions and the fair value of equity awards granted to both employees and non-employees.

Management evaluates its estimates and related assumptions regularly.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Legal and contingencies

The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims.

The Company will recognize a loss contingency in the condensed consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred.

Gain contingencies are not recorded until they are realized.

As of March 31, 2021, NFE had 175,320,414 Class A common stock outstanding.

Revenue recognition

The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, and beginning in the first quarter of 2020, power and steam which are outputs from the Company’s natural gas-fueled infrastructure.

The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, power and steam, which are outputs from the Company’s natural gas-fueled infrastructure.

The transaction price for each of these contracts is structured using similar inputs and factors regardless of the output delivered to the customer.

21 unchanged sentences

Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue.

The timing of revenue recognition, billings and cash collections results in receivables, contract assets and contract liabilities.

Receivables represent unconditional rights to consideration; unbilled amounts typically result from sales under long-term contracts when revenue recognized exceeds the amount billed to the customer.

Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods.

Both unbilled receivables and contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the condensed consolidated balance sheets.

Contract liabilities consist of deferred revenue and are recognized within Other current liabilities on the condensed consolidated balance sheets.

Shipping and handling costs are not considered to be separate performance obligations.

4 unchanged sentences

The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less.

Contract termination charges and loss on mitigation sales

The Company has long-term supply agreements to purchase LNG, and the Company may incur termination charges to the extent that the Company cancels such contractual arrangements.

Further, if the Company is unable to take physical possession of a portion of the contracted quantity of LNG due to capacity limitations, the supplier will attempt to sell the undelivered quantity through a mitigation sale.

The Company may incur a loss on a mitigation sale if the cargo is unable to be sold for a price greater than the contracted price.

T hese costs are included in a separate line in the condensed consolidated statements of operations and comprehensive loss because such costs are not related to inventory delivered to the Company’s customers.

During the nine months ended September 30, 2020, the Company recognized a termination charge of $ 105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020.

Loss on mitigation sales of $ 19,114 were recognized in the nine months ended September 30, 2020.

Credit losses

Financial assets recorded at amortized cost, which include trade and other receivables, contracts assets, and finance lease receivables, are presented net of an allowance for current expected credit losses.

Amounts are written off against the allowance when management is certain that outstanding amounts will not be collected.

The Company estimates expected credit losses based on relevant information about the current credit quality of our customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Credit loss expense is recorded within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

Adoption of new and revised standards

Following the issuance of Senior Secured Notes (defined below) on September 2, 2020, the Company ceased to qualify as an “emerging growth company” or EGC and is required to accelerate the adoption of certain new or revised accounting pronouncements.

The adoption dates below reflect the changes as a result of no longer qualifying as an EGC.

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2021:

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740):

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 , Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06).

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted.

The Company is currently assessing the impact of adoption of this guidance.

New and amended standards adopted by the Company:

In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, including removing certain exceptions related to the general principles in ASU 740, Income Taxes.

ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes.

The new standard is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted.

The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements.

New and amended standards adopted by the Company:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected.

The measurement of all expected credit losses will be based on relevant information about the credit quality of our customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Upon the loss of EGC status, ASU 2016-13 was adopted in the third quarter of 2020 with an effective date of January 1, 2020.

The Company elected to apply the modified retrospective transition method, which allowed the Company to begin recognizing and measuring current expected credit losses at January 1, 2020, without modifying the comparative period financial statements.

In connection with the adoption of ASC 2016-13, the Company recorded a transition adjustment of $ 228 which was recorded as an adjustment to retained earnings.

The Company recorded credit loss expense of $ 149 and $ 385 for the three and nine months ended September 30, 2020, respectively.

On February 25, 2016, the FASB issued ASU No.

2016-02, Leases (“ASC 842”), which amends the existing accounting standards for lease accounting, including requiring most leases to be recognized on a lessee’s balance sheet and making targeted changes to lessor accounting.

The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on the lease’s classification as a finance or operating lease.

However, unlike ASC 840, which required only capital leases to be recognized on the balance sheet, ASC 842 requires most leases to be recognized on the balance sheet as a right-of-use (“ROU”) asset and a lease liability.

The Company has entered into lease agreements for the use of LNG vessels, marine port space, office space, land and equipment, all of which are operating leases.

ROU assets recognized for these leases represent the Company’s right to use an underlying asset for the lease term, and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term.

The incremental borrowing rate used to calculate the present value of lease payments is determined using existing credit rates of unsecured borrowings adjusted for collateral, which are then adjusted for the appropriate lease term and currency.

The Company adopted ASC 842 effective January 1, 2020 and elected to apply the modified retrospective transition method at the beginning of the period of adoption, which allowed the Company to begin recognizing and measuring leases under ASC 842 at January 1, 2020, without modifying the comparative period financial statements.

Upon adoption of ASC 842, the Company recorded ROU assets and corresponding lease liabilities of $ 124,774 and $ 103,874 , respectively.

The Company did not elect the package of practical expedients and therefore, as part of transition, the Company reassessed the previous conclusions made under ASC 840 related to the identification of leases, classification of leases and initial direct costs based on the standards of ASC 842.

In connection with the reassessment of previous conclusions, the Company determined that the direct financing lease recognized related to the Montego Bay Facility is no longer a lease under ASC 842.

The Company recognized a transition adjustment that removed the unamortized net investment in the direct financing lease and recognized the underlying assets as Property, plant and equipment, net of depreciation, that would have been recognized since the commissioning of the Montego Bay Facility, with the difference of approximately $ 9,085 , net of taxes of $ 2,945 , recorded as a reduction to retained earnings.

Beginning in 2020, the Company will recognize payments previously allocated to the leasing component of the gas sales agreement with this customer within Operating revenue in the condensed consolidated statements of operations and comprehensive loss.

Under ASC 840, amounts allocated to the leasing component had been recognized on an effective interest method over the lease term with only the portion representing interest income recognized as Other revenue.

The Company made an accounting policy election to exclude leases with terms of 12 months or less from ROU assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term.

Variable payments under short-term leases are recognized in the period in which the obligation that triggers the variable payment becomes probable.

The Company, as lessee, has also elected the practical expedient not to separate lease and non-lease components for marine port space, office space, land and equipment leases.

The Company will separate the lease and non-lease components for LNG vessel leases.

The allocation of lease payments between lease and non-lease components has been determined based on the relative fair value of each component.

The fair value of the lease component is estimated based on the estimated standalone price to lease a bareboat LNG vessel.

The fair value of the non-lease component is estimated based on the estimated standalone price of operating the respective vessel, inclusive of the costs of the crew and other operating costs.

The Company, as lessor, will continue to separate lease and non-lease components for the equipment leases provided in connection with agreements for the sale of LNG or natural gas to customers.

The Company has elected the land easement practical expedient, which allows the Company to continue to account for pre-existing land easements as intangible assets under the accounting policy that existed before adoption of ASC 842.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which provides additional guidance to improve the effectiveness of disclosure requirements on fair value measurement.

The Company has adopted ASU 2018-13 for the year beginning January 1, 2020.

As this guidance is only related to qualitative financial disclosures, it did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets.

A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance.

The Company has early adopted ASU 2018-15 for the year beginning January 1, 2020, using the prospective transition approach.

This approach did not require any adjustment to comparative financial statements.

The Company did not capitalize a material amount of implementation costs as a result of adopting this guidance in the three or nine months ended September 30, 2020, and the adoption did not result in material impact on the Company’s condensed consolidated financial statements.

The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

Revenue from contracts with customers

Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional.

As of September 30, 2020 and December 31, 2019, receivables related to revenue from contracts with customers totaled $ 91,337 and $ 40,731 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 183 and $ 0 , respectively.

As of March 31, 2021 and December 31, 2020, receivables related to revenue from contracts with customers totaled $ 95,753 and $ 76,431 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 203 and $ 98 , respectively.

Other items included in Receivables, net not related to revenue from contracts with customers represent receivables associated with reimbursable costs and leases which are accounted for outside the scope of ASC 606.

2 unchanged sentences

Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods.

The contract liabilities and contract assets balances as of September 30, 2020 and December 31, 2019 are detailed below:

September 30,

The contract liabilities and contract assets balances as of March 31, 2021 and December 31, 2020 are detailed below:

March 31, 2021

December 31, 2020

Contract assets, net-current

4 unchanged sentences

Amounts included in contract liabilities at the beginning of the year

Contract assets are presented net of expected credit losses of $ 373 and $ 0 as of September 30, 2020 and December 31, 2019, respectively.

A s of September 30, 2020, the Company has unbilled receivables, net of current expected credit losses, of $ 6,907 , of which $ 356 is presented within Other current assets and $ 6,551 is presented within Other non-current assets on the condensed consolidated balance sheet.

Contract assets are presented net of expected credit losses of $ 484 and $ 372 as of March 31, 2021 and December 31, 2020, respectively.

As of March 31, 2021, the Company has unbilled receivables, net of current expected credit losses, of $ 6,729 , of which $ 356 is presented within Other current assets and $ 6,373 is presented within Other non-current assets on the condensed consolidated balance sheet.

These unbilled receivables represent unconditional right to payment subject only to the passage of time.

Operating revenue which includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fired power generation facilities, including power and steam, was $ 83,863 and $ 35,345 for the three months ended September 30, 2020 and 2019, respectively.

Operating revenue was $ 223,542 and $ 93,221 for the nine months ended September 30, 2020 and 2019, respectively.

During March 2020, the Company began to deliver power and steam recognizing $ 7,280 and $ 15,957 in operating revenue for the three and nine months ended September 30, 2020, respectively.

Operating revenue which includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, was $ 91,196 and $ 63,502 for the three months ended March 31, 2021 and 2020, respectively.

Other revenue includes revenue for development services as well as lease and other revenue.

The table below summarizes the balances in Other revenue:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Development services revenue

1 unchanged sentence

Total other revenue

Development services revenue recognized in the three months and nine months ended September 30, 2020 included $ 51,974 and $ 68,458 respectively, for the customer’s use of natural gas as part of commissioning their assets.

Development services revenue recognized in the three months ended March 31, 2021 included $ 45,618 for the customer’s use of natural gas as part of commissioning their assets.

Transaction price allocated to remaining performance obligations

1 unchanged sentence

The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.

The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery of them.

The price under these agreements is typically based on a market index plus a fixed margin.

The fixed transaction price allocated to the remaining performance obligations under these arrangements is $ 4,379,854 as of September 30, 2020, representing the fixed margin multiplied by the outstanding minimum guaranteed volumes.

The fixed transaction price allocated to the remaining performance obligations under these arrangements is $ 10,478,395 as of March 31, 2021, representing the fixed margin multiplied by the outstanding minimum guaranteed volumes.

The Company expects to recognize this revenue over the following time periods.

2 unchanged sentences

For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

For these excluded contracts, the sources of variability are (a) the fluctuating market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer.

For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer.

Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam.

1 unchanged sentence

The Company has recognized costs to fulfill a contract with a significant customer, which primarily consist of expenses required to enhance resources to deliver under the agreement with the customer.

As of September 30, 2020, the Company has capitalized $ 10,820 , of which $ 548 of these costs is presented within Other current assets and $ 10,272 is presented within Other non-current assets on the condensed consolidated balance sheets.

As of March 31, 2021, the Company has capitalized $ 11,434 of which $ 604 of these costs is presented within Other current assets and $ 10,830 is presented within Other non-current assets on the condensed consolidated balance sheets.

As of December 31, 2020, the Company had capitalized $ 11,276 , of which $ 588 of these costs was presented within Other current assets and $ 10,688 was presented within Other non-current assets on the condensed consolidated balance sheets.

4 unchanged sentences

The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments.

Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or ROU asset and are included in variable lease cost when the obligation that triggers the variable payment becomes probable.

such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable.

Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature.

The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period.

For the three months and nine months ended September 30, 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows:

Three Months Ended

September 30, 2020

Nine Months Ended

September 30, 2020

For the three months ended March 31, 2021 and 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows:

Three Months Ended March 31,

Fixed lease cost

4 unchanged sentences

Lease cost - Selling, general and administrative

For the three and nine months ended September 30, 2020, the Company has capitalized $ 1,348 and $ 9,361 of lease costs, respectively, for vessels and port space used during the commissioning of development projects.

Short-term lease costs for vessels chartered by the Company to bring inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory.

For the three months ended March 31, 2021, the Company has capitalized $ 1,199 of lease costs, for vessels and port space used during the commissioning of development projects, in addition to short-term lease costs for vessels chartered by the Company to bring inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory.

Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows.

Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2020:

September 30, 2020

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31,

Operating cash outflows for operating lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

The future payments due under operating leases as of September 30, 2020 are as follows:

The future payments due under operating leases as of March 31, 2021 are as follows:

Operating Leases

5 unchanged sentences

Non-current lease liability

As of September 30, 2020, the weighted-average remaining lease term for all operating leases was 5.5 years.

As of March 31, 2021, the weighted-average remaining lease term for all operating leases was 7.3 years.

Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate.

The weighted average discount rate associated with operating leases as of September 30, 2020 was 8.2 %.

Future annual minimum lease payments for operating leases as of December 31, 2019, prepared in accordance with accounting standards prior to the adoption of ASC 842, were as follows:

Year ending December 31:

During the three and nine months ended September 30, 2019, the Company recognized rental expense for all operating leases of $ 10,947 and $ 28,323 , respectively, related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases.

The weighted average discount rate associated with operating leases as of March 31, 2021 was 8.4 %.

The Company has entered into several leases for ISO tanks and an office space that have not commenced as of March 31, 2021 with noncancelable terms of 5 years and including fixed payments of approximately $ 24 million.

In the Company’s agreements to sell LNG or natural gas to customers, the Company may also lease certain equipment to customers which are accounted for either as a finance or an operating lease.

1 unchanged sentence

Property, plant and equipment, net.

September 30,

The following is the amount of property, plant and equipment that is leased to customers:

Property, plant and equipment

1 unchanged sentence

Property, plant and equipment, net

The following table shows the expected future lease payments as of September 30, 2020, for the remainder of 2020 through 2024 and thereafter:

The following table shows the expected future lease payments as of March 31, 2021, for the remainder of 2021 through 2025 and thereafter:

Future cash receipts

6 unchanged sentences

Non-current finance leases, net

Fair value measurements and disclosures require the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs.

These inputs are prioritized as follows:

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Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income approach – uses valuation techniques, such as discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts.

Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts.

Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2020 and December 31, 2019:

September 30, 2020

The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2021 and December 31, 2020:

March 31, 2021

Cash and cash equivalents

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Income approach

Consideration due to the sellers of Shannon LNG once first gas is supplied from the terminal to be built.

Consideration due to the sellers in assets acquistions when certain contingent events occur.

To be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received as specified in the amended Shannon LNG Agreement.

The Company estimates fair value of the derivative liability and equity agreement using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent event occurring.

The table below summarizes the fair value adjustment, recorded within Other expense, net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended September 30,

Nine Months Ended September 30,

Fair value adjustment - Loss

Currency translation adjustment - Loss/(gain)

During the three and nine months ended September 30, 2020 and 2019, the Company had no settlements of the equity agreement or derivative liability or any transfers in or out of Level 3 in the fair value hierarchy.

The liability associated with the equity agreement of $ 20,592 and $ 16,800 as of September 30, 2020 and December 31, 2019, respectively, is recorded within Other current liabilities on the condensed consolidated balance sheets.

The liability associated with the derivative liability of $ 9,778 and $ 9,800 as of September 30, 2020 and December 31, 2019, respectively, is recorded within Other long-term liabilities on the condensed consolidated balance sheets.

The Company estimates fair value of outstanding debt using quoted prices in markets.

The fair value for the Senior Secured Notes (defined below in “Note 16.

Debt”) was approximately $ 1,050,000 as of September 30, 2020.

The table below summarizes the fair value adjustment to the derivative liability and equity agreement, recorded within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three months ended March 31, 2021 and 2020:

March 31, 2021

March 31, 2020

Fair value adjustment - (Gain)

Currency translation adjustment - (Gain)

Activity during the three months ended March 31, 2021 included the recognition of additional derivative liabilities from transactions accounted for as asset acquisitions of $ 10,520 (Note 21.

Asset acquisitions).

During the three months ended March 31, 2021 and 2020, the Company had no settlements of the equity agreement or derivative liabilities or any transfers in or out of Level 3 in the fair value hierarchy.

The liability associated with the equity agreement of $ 21,223 and $ 22,768 as of March 31, 2021 and December 31, 2020, respectively, is recorded within Other current liabilities on the condensed consolidated balance sheets.

The liability associated with the derivative liabilities of $ 20,692 and $ 10,716 as of March 31, 2021 and December 31, 2020, respectively, is recorded within Other long-term liabilities on the condensed consolidated balance sheets.

The Company estimates fair value of outstanding debt using quoted market prices.

The fair value of the 2025 Notes (defined below in Note 15.

Debt) was approximately $ 1,285,588 as of March 31, 2021.

The fair value estimate is classified as Level 2 in the fair value hierarchy.

Restricted cash

As of September 30, 2020 and December 31, 2019, restricted cash consisted of the following:

September 30,

As of March 31, 2021 and December 31, 2020, restricted cash consisted of the following:

Collateral for performance under customer agreements

1 unchanged sentence

Collateral for letters of credit and performance bonds

Debt service reserve account

Other restricted cash

2 unchanged sentences

Non-current restricted cash

As of September 30, 2020 and December 31, 2019, inventory consisted of the following:

September 30,

As of March 31, 2021 and December 31, 2020, inventory consisted of the following:

LNG and natural gas inventory

4 unchanged sentences

Changes in the value of inventory are recorded within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.

No adjustments were recorded during the three and nine months ended September 30, 2020 and 2019.

Prepaid expenses and other current assets, net

As of September 30, 2020 and December 31, 2019, prepaid expenses and other current assets, net consisted of the following:

September 30,

No adjustments were recorded during the three months ended March 31, 2021 and 2020.

Prepaid expenses and other current assets

As of March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following:

Prepaid expenses

2 unchanged sentences

Total prepaid expenses and other current assets, net

Other current assets as of September 30, 2020 and December 31, 2019 primarily consists of receivables for recoverable taxes.

Investment in equity securities

The Company has invested in equity securities of an international oil and gas drilling contractor.

The cost of the investment was $ 3,667 .

As of September 30, 2020 and December 31, 2019, the Company owned 295,256 shares of that contractor and the fair value of the investment was $ 164 and $ 2,540 , respectively.

The unrealized loss of $ 159 and $ 1,325 for the three months ended September 30, 2020 and 2019, respectively, and $ 2,376 and $ 2,127 for the nine months ended September 30, 2020 and 2019, respectively, is included within Other expense, net in the condensed consolidated statements of operations and comprehensive loss.

Other current assets as of March 31, 2021 and December 31, 2020 primarily consists of receivables for recoverable taxes.

Construction in progress

The Company’s construction in progress activity during the nine months ended September 30, 2020 is detailed below:

September 30,

The Company’s construction in progress activity during the three months ended March 31, 2021 is detailed below:

Balance at beginning of period

Transferred to property, plant and equipment, net (Note 12)

Transferred to property, plant and equipment, net or finance leases

Balance at end of period

Interest expense of $ 22,441 and $ 16,380 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2020 and 2019, respectively .

Interest expense of $ 2,641 and $ 9,606 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2021 and 2020, respectively .

Property, plant and equipment, net

As of September 30, 2020 and December 31, 2019, the Company’s property, plant and equipment, net consisted of the following:

September 30,

As of March 31, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following:

Terminal and power plant equipment

7 unchanged sentences

Total property, plant and equipment, net

In connection with the adoption of ASC 842, the Company determined that the direct financing lease recognized related to the Montego Bay Facility is no longer a lease under ASC 842.

As of January 1, 2020, the Company recognized a transition adjustment that removed the unamortized net investment in the direct financing lease of $ 91,005 and recognized the underlying assets as Property, plant and equipment of $ 92,207 and accumulated depreciation of $ 13,932 that would have been recognized since the commissioning of the Montego Bay Facility, with the difference of approximately $ 9,085 , net of taxes of $ 2,945 , recorded as an adjustment to retained earnings.

Depreciation for the three months ended September 30, 2020 and 2019 totaled $ 9,370 and $ 1,837 , respectively, of which $ 212 and $ 161 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.

Depreciation for the nine months ended September 30, 2020 and 2019 totaled $ 22,120 and $ 5,400 , respectively, of which $ 662 and $ 466 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.

Depreciation for the three months ended March 31, 2021 and 2020 totaled $ 9,842 and $ 5,211 , respectively, of which $ 270 and $ 227 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.

Intangible assets

The following table summarizes the composition of intangible assets as of September 30, 2020 and December 31, 2019:

September 30, 2020

The following table summarizes the composition of intangible assets as of March 31, 2021 and December 31, 2020:

March 31, 2021

Gross Carrying

Definite-lived intangible assets

Shannon LNG permits

Acquired power purchase agreements

Indefinite-lived intangible assets

3 unchanged sentences

Definite-lived intangible assets

Shannon LNG leases and permits

Indefinite-lived intangible assets

Total intangible assets

As of September 30, 2020 and December 31, 2019, the weighted-average remaining amortization periods for the intangible assets was 37.8 years and 38.8 years, respectively.

As of January 1, 2020, intangible assets associated with favorable lease terms in acquired leases have been reclassified as ROU assets as a result of adoption of ASC 842.

Amortization for the three months ended September 30, 2020 and 2019 totaled $ 309 and $ 266 , respectively.

Amortization was $ 861 and $ 830 for the nine months ended September 30, 2020 and 2019, respectively.

Other non-current assets, net

As of September 30, 2020 and December 31, 2019, Other non-current assets, net consisted of the following:

September 30,

During the first quarter of 2021, the Company recognized additions to permits of $ 5,776 acquired in a transaction accounted for as asset acquisition related to licenses and rights to develop a gas-fired power plant and associated infrastructure in the Port of Suape in Brazil.

The Company also acquired rights operated a power generation facility and sell power in Brazil of $ 16,585 (see Note 21.

Asset acquisitions).

As of March 31, 2021 and December 31, 2020, the weighted-average remaining amortization periods for the intangible assets were 31.0 and 37.5 years, respectively.

Amortization expense for the three months ended March 31, 2021 and 2020 totaled $ 295 and $ 270 , respectively.

Other non-current assets

As of March 31, 2021 and December 31, 2020, Other non-current assets consisted of the following:

Nonrefundable deposit

3 unchanged sentences

Upfront payments to customers

Port access rights and initial lease costs

Total other non-current assets, net

1 unchanged sentence

Upfront payments to customers consist of amounts the Company has paid in relation to two natural gas sales contracts with customers to construct fuel-delivery infrastructure that the customers will own.

As of January 1, 2020, port access rights related to the Company’s port lease in Baja California Sur, Mexico, and payments to incumbent tenants to secure the Company’s port lease in San Juan, Puerto Rico were reclassified as ROU assets in connection with the adoption of ASC 842.

Other includes issuance costs associated with the 2026 Notes and Revolving Facility (both defined below) that closed in April 2021, upfront payments to our service providers, a long-term refundable deposit and investments in equity securities.

During the fourth quarter of 2020, the Company invested $ 1,000 in a hydrogen technology development company through a Simple Agreement for Future Equity (“SAFE”).

During the first quarter of 2021, the investee completed a qualified financing which converted the Company’s investment into preferred shares;

the Company also invested an additional $ 750 in this qualified financing.

Accrued liabilities

As of September 30, 2020 and December 31, 2019, accrued liabilities consisted of the following:

September 30,

As of March 31, 2021 and December 31, 2020, accrued liabilities consisted of the following:

Accrued development costs

3 unchanged sentences

Total accrued liabilities

As of September 30, 2020 and December 31, 2019, debt consisted of the following:

September 30,

Other accrued expenses includes accrued legal, accounting and other transaction costs associated with the Mergers and the issuance of the 2026 Notes and the Revolving Facility (all defined below).

As of March 31, 2021 and December 31, 2020, debt consisted of the following:

Senior Secured Notes, due September 15, 2025

Term Loan Facility, due January 21, 2020

Senior Secured Bonds, due September 2034

Senior Secured Bonds, due December 2034

Senior Unsecured Bonds, due September 2036

Senior Secured Notes

On September 2, 2020, the Company issued $ 1,000,000 of 6.75 % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “Senior Secured Notes”).

On September 2, 2020, the Company issued $ 1,000,000 of 6.75 % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”).

Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2021;

no principal payments are due until maturity on September 15, 2025 .

The Company may redeem the Senior Secured Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

The Senior Secured Notes are guaranteed, jointly and severally, by certain of the Company’s subsidiaries, in addition to other collateral.

The Senior Secured Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain financial covenants and qualifications.

The Senior Secured Notes also provide for customary events of default and prepayment provisions.

The Company used a portion of the net cash proceeds received from the Senior Secured Notes to repay in full the outstanding principal and interest under the Credit Agreement (as defined below), including related costs and expenses.

The Company may redeem the 2025 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

The 2025 Notes are guaranteed, jointly and severally, by certain of the Company’s subsidiaries, in addition to other collateral.

The 2025 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain financial covenants and qualifications.

The 2025 Notes also provide for customary events of default and prepayment provisions.

The Company used a portion of the net cash proceeds received from the 2025 Notes to repay in full the outstanding principal and interest under the Credit Agreement (as defined below), including related costs and expenses.

The Company also used the remaining net proceeds, together with cash on hand, to redeem in full the outstanding Senior Secured Bonds and Senior Unsecured Bonds (as defined below), including related premiums, costs and expenses, terminating the Senior Secured Bonds and Senior Unsecured Bonds.

The Company completed the redemption of the Senior Secured Bonds and Senior Unsecured Bonds on September 21, 2020.

In connection with the issuance of the Senior Secured Notes, the Company incurred $ 17,666 in origination, structuring and other fees.

Issuance costs of $ 13,638 were deferred as a reduction of the principal balance of the Senior Secured Notes on the condensed consolidated balance sheets;

unamortized deferred financing costs related to lenders in the Credit Agreement that participated in the Senior Secured Notes were $ 6,501 and such unamortized costs were also included as a reduction of the principal balance of the Senior Secured Notes and will be amortized over the remaining term of the Senior Secured Notes.

As a portion of the repayment of the Credit Agreement was a modification, the Company recorded $ 4,028 of third-party fees in Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2020, the remaining unamortized deferred financing costs were $ 19,817 .

In connection with the issuance of the 2025 Notes, the Company incurred $ 17,937 in origination, structuring and other fees.

Issuance costs of $ 13,909 were deferred as a reduction of the principal balance of the 2025 Notes on the condensed consolidated balance sheets;

unamortized deferred financing costs related to lenders in the Credit Agreement that participated in the 2025 Notes were $ 6,501 and such unamortized costs were also included as a reduction of the principal balance of the 2025 Notes and will be amortized over the remaining term of the 2025 Notes.

As a portion of the repayment of the Credit Agreement was a modification, in the third quarter of 2020, the Company recorded $ 4,028 of third-party fees in Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

On December 17, 2020, the Company issued $ 250,000 of additional notes on the same terms as the 2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein).

Proceeds received included a premium of $ 13,125 , which was offset by additional financing costs incurred of $ 4,436 .

As of March 31, 2021, total remaining unamortized deferred financing costs for all outstanding debt were $ 10,201 .

The Credit Agreement

4 unchanged sentences

A portion of the proceeds received were utilized to extinguish the Term Loan Facility (defined below), including outstanding principal of $ 495,000 .

The Credit Agreement was secured by mortgages on certain properties owned by the Company’s subsidiaries, in addition to other collateral.

The Company was required to comply with certain financial covenants and other restricted covenants customary for credit agreements of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions.

The Credit Agreement also provided for customary events of default, prepayment and cure provisions.

In connection with obtaining the Credit Agreement and the extinguishment of the Term Loan Facility, the Company incurred $ 37,051 in origination, structuring and other fees which were recognized as a reduction of the principal balance of the Credit Agreement on the condensed consolidated balance sheets.

On September 2, 2020, the Company repaid the full amount outstanding using proceeds from the Senior Secured Notes.

Certain lenders in the Credit Agreement participated in the issuance of the Senior Secured Notes, and a portion of the repayment of the Credit Agreement was treated as a debt modification.

On September 2, 2020, the Company repaid the full amount outstanding using proceeds from the 2025 Notes.

Certain lenders in the Credit Agreement participated in the issuance of 2025 Notes, and a portion of the repayment of the Credit Agreement was treated as a debt modification.

For the portion of the Credit Agreement that was considered extinguished, $ 16,310 of unamortized deferred debt issuance costs was recognized as a loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive loss.

The remaining unamortized deferred debt issuance costs of $ 6,501 will be amortized over the remaining term of the Senior Secured Notes.

The remaining unamortized deferred debt issuance costs of $ 6,501 will be amortized over the remaining term of the 2025 Notes.

Term Loan Facility

4 unchanged sentences

The Term Loan Facility was repayable in quarterly installments of $ 1,250 with a balloon payment due at maturity.

The Term Loan Facility was secured by mortgages on certain properties owned by the Company’s subsidiaries, in addition to other collateral.

The Term Loan Facility was amended in the third quarter of 2019 to allow certain properties of a consolidated subsidiary to secure the Senior Secured Bonds.

The Company incurred costs in connection with obtaining the Term Loan Facility, the extinguishment of the Company’s prior debt facilities and the amendment of the Term Loan Facility.

Some of the costs incurred were capitalized as a reduction to the Term Loan Facility on the consolidated balance sheets, and all deferred financing costs associated with the Term Loan Facility were amortized over the term of the Term Loan Facility, through December 31, 2019.

As such, there were no unamortized deferred financing costs as of December 31, 2019.

The Term Loan Facility had a maturity date of December 31, 2019 with an option to extend the maturity date for two additional six-month periods.

11 unchanged sentences

No principal payments were due for the first seven years .

After seven years , quarterly principal payments of approximately 1.6 % of the original principal amount were due, with a 50 % balloon payment due upon maturity.

After seven years , quarterly principal payments were due, with a 50 % balloon payment due upon maturity.

Interest payments on outstanding principal balances were due quarterly.

3 unchanged sentences

Interest payments on outstanding principal balances were due quarterly .

South Power was required to comply with certain financial covenants as well as customary affirmative and negative covenants, including limitations on incurring additional indebtedness.

The facility also provided for customary events of default, prepayment and cure provisions.

The Company paid approximately $ 3,892 of fees in connection with the issuance of Senior Secured Bonds and Senior Unsecured Bonds.

These fees were capitalized on a pro-rata basis as a reduction of the Senior Secured Bonds and Senior Unsecured Bonds on the condensed consolidated balance sheets.

On September 21, 2020, the Company repaid the full amount outstanding including fees dues to the lenders using proceeds from the Senior Secured Notes and cash on hand.

In conjunction with the repayment of the Senior Secured Bonds and Senior Unsecured Bonds, the Company recognized a loss on extinguishment of debt of $ 7,195 in the condensed consolidated statements of operations and comprehensive loss, including the write-off of $ 3,594 of unamortized deferred financing costs and prepayment premium paid to bondholders of $ 3,601 .

On September 21, 2020, the Company repaid the full amount outstanding including fees dues to the lenders using proceeds from the 2025 Notes and cash on hand.

In conjunction with the repayment of the Senior Secured Bonds and Senior Unsecured Bonds in the third quarter of 2020, the Company recognized a loss on extinguishment of debt of $ 7,195 , including the write-off of $ 3,594 of unamortized deferred financing costs and prepayment premium paid to bondholders of $ 3,601 .

Interest Expense

Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project.

Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2020 and 2019 consisted of the following:

Three Months Ended September 30,

Nine Months Ended September 30,

Interest costs:

Interest expense, net of amounts capitalized, recognized for the three months ended March 31, 2021 and 2020 consisted of the following:

Three Months Ended March 31,

Interest per contractual rates

3 unchanged sentences

Total interest expense

In the third quarter of 2020, the Company completed the Conversion;

NFE LLC had been a corporation for U.S.

federal tax purposes and converting NFE LLC from a limited liability company to a corporation had no effect on the U.S.

federal tax treatment of the Company or its shareholders.

In connection with the IPO, NFE LLC contributed the net proceeds from the IPO to NFI in exchange for NFI LLC Units, and NFE LLC became the managing member of NFI.

NFI is a limited liability company that is treated as a partnership for U.S.

Prior to the Exchange Transactions, NFI was a limited liability company that was treated as a partnership for U.S.

federal income tax purposes and for most applicable state and local income tax purposes.

As a partnership, NFI is not subject to U.S.

As a partnership, NFI was not subject to U.S.

federal and certain state and local income taxes.

Any taxable income or loss generated by NFI is passed through to and included in the taxable income or loss of its members, on a pro rata basis, subject to applicable tax regulations.

Any taxable income or loss generated by NFI was passed through to and included in the taxable income or loss of its members, on a pro rata basis, subject to applicable tax regulations.

Subsequent to the Exchange Transactions completed on June 10, 2020, 100 % of NFI’s operations are included in the NFE income tax provision;

there was no impact on income tax expense due to the Exchange Transactions.

NFE is subject to U.S.

1 unchanged sentence

Additionally, NFI and its subsidiaries are subject to income taxes in the various foreign jurisdictions in which they operate.

In connection with the IPO, NFE recorded a deferred tax asset of $ 42,783 related to the difference between its tax basis in its investment in NFI and NFE’s share of the financial statement carrying amount of the net assets of NFI.

The deferred tax asset was recorded to equity and is fully offset by a valuation allowance also recorded to equity.

Subsequent to the Exchange Transactions completed on June 10, 2020, 100 % of NFI’s operations are included in the NFE income tax provision;

there is no impact on income tax expense expected due to the Exchange Transactions .

Additionally, in the third quarter of 2020, the Company completed the Conversion;

NFE LLC has been a corporation for U.S.

federal tax purposes, and converting NFE LLC from a limited liability company to a corporation has no effect on the U.S.

federal tax treatment of the Company or its shareholders.

The effective tax rate for the three months ended September 30, 2020 was ( 5.27 )% , compared to 0.12 % for the three months ended September 30, 2019.

The total tax expense (benefit) for the three months ended September 30, 2020 was $ 1,836 , compared to $ ( 64 ) for the three months ended September 30, 2019.

The effective tax rate for the nine months ended September 30, 2020 was ( 0.75 )% , compared to ( 0.20 )% for the nine months ended September 30, 2019.

The total tax expense for the nine months ended September 30, 2020 was $ 1,949 , compared to $ 337 for the nine months ended September 30, 2019.

The primary items which decreased the Company’s effective tax rate for the three months and nine months ended September 30, 2020 and September 30, 2019 from the U.S.

federal statutory rate of 21 % were valuation allowances recorded against the Company’s current period losses and earnings generated in non-U.S.

In the first quarter of 2021, the Company contributed all NFI LLC units into a wholly owned corporate entity, which had the effect of terminating NFI LLC ’s treatment as a partnership for U.S.

federal income tax purposes.

The transaction does not have a material impact on income tax expense.

The effective tax rate for the three months ended March 31, 2021 was 2.2 % , compared to 0.01 % for the three months ended March 31, 2020.

The total tax benefit for the three months ended March 31, 2021 was $ 877 , compared to $ 4 for the three months ended March 31, 2020, and the increase in benefit for the three months ended March 31, 2021 was primarily driven by the release of a valuation allowance in a foreign jurisdiction resulting in a discrete benefit of $ 3,010 partially offset by income tax expense recorded for certain profitable non-U.S.

The primary items which decreased the Company’s effective tax rate for the three months ended March 31, 2021 and March 31, 2020 from the U.S.

federal statutory rate of 21 % were valuation allowances recorded against a portion of the Company’s current period losses and earnings generated in non-U.S.

jurisdictions with lower tax rates.

The Company has no t recorded a liability for uncertain tax positions as of September 30, 2020.

The Company has no t recorded a liability for uncertain tax positions as of March 31, 2021.

The Company remains subject to periodic audits and reviews by the taxing authorities, and NFE’s returns since its formation remain open for examination.

3 unchanged sentences

Earnings per share

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

net loss attributable to non-controlling interests

2 unchanged sentences

Net loss per share - basic and diluted

In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares.

The weighted average shares outstanding for the nine months ended September 30, 2020 are significantly lower than the Class A common stock outstanding on September 30, 2020 due to the timing of the Exchange Transactions.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive.

September 30,

Three Months Ended March 31,

Unvested RSUs 1

2 unchanged sentences

Represents the number of instruments outstanding at the end of the period.

Class B shares at the end of the period are considered potentially dilutive Class A shares.

In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares.

Class A common stock that would be issued in relation to the Shannon LNG Equity Agreement.

The Company declared dividends of $ 17,006 ($ 0.10 per share), of which $ 16,871 was paid, during for three months ended September 30, 2020.

The Company declared dividends of $ 17,598 ($ 0.10 per share);

during the first quarter of 2021, the Company paid $ 17,657 of dividends, inclusive of dividends that were accrued in prior periods.

Share-based compensation

In connection with the IPO, the Company adopted the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019.

Under the Incentive Plan, the Company may issue options, share appreciation rights, restricted shares, restricted share units (“RSUs”), share bonuses or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates.

The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the Incentive Plan.

The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the New Fortress Energy Inc.

2019 Omnibus Incentive Plan.

The fair value of RSUs on the grant date is estimated based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period.

These fair value adjustments were estimated based on the Finnerty model.

The following table summarizes the RSU activity for the nine months ended September 30, 2020:

The following table summarizes the RSU activity for the three months ended March 31, 2021:

Restricted Share

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Non-vested RSUs as of December 31, 2020

Vested and shares issued

Non-vested RSUs as of September 30, 2020

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended September 30,

Nine Months Ended September 30,

Non-vested RSUs as of March 31 , 2021

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31,

Operations and maintenance

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Total share-based compensation expense

For the three months ended September 30, 2020 and 2019, cumulative compensation expense recognized for forfeited RSU awards of $ 278 and $ 193 , respectively, was reversed.

For the nine months ended September 30, 2020 and 2019, cumulative compensation expense recognized for forfeited RSU awards of $ 827 and $ 249 , respectively, was reversed.

For the three months ended March 31, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $ 0 and $ 61 , respectively, was reversed .

The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized.

As of September 30, 2020, the Company had 1,555,363 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 10,644 .

As of March 31, 2021, the Company had 869,262 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 6,400 .

The non-vested RSUs will vest over a period from ten months to three years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 1.46 years as of September 30, 2020.

The weighted-average remaining vesting period of non-vested RSUs totaled 1.05 years as of March 31, 2021.

Performance Share Units (“PSUs”)

During the first quarter of 2020 , the Company granted 1,109,777 PSUs to certain employees and non-employees.

The PSUs contain a performance condition, and vesting will be determined based on achievement of a performance metric for the year ended December 31, 2021.

The number of shares that will vest can range from zero to 2,219,554 .

For the three and nine months ended September 30, 2020, the Company determined that it was not probable that the performance condition required for any of the PSUs to vest would be achieved, and as such, no compensation expense has been recognized in the condensed consolidated statements of operations and comprehensive loss.

Unrecognized compensation costs if the maximum amount of shares were to vest based on the achievement of the performance condition was $ 31,014 , and the weighted-average remaining vesting period of non-vested PSUs totaled 1.25 years as of September 30, 2020 .

During the first quarter of 2020 and 2021 , the Company granted PSUs to certain employees and non-employees that contain a performance condition.

Vesting will be determined based on achievement of a performance metric for the year subsequent to the grant, and the number of shares that will vest can range from zero to a multiple of units granted.

For the three months ended March 31, 2021, the Company determined that it was not probable that the performance condition required for any of the PSUs to vest would be achieved, and as such, no compensation expense has been recognized in the condensed consolidated statements of operations and comprehensive loss

Units Granted

Range of Vesting

Weighted Average

Remaining Vesting

0 to 2,219,554

(1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest

Related party transactions

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Upon completion of the IPO, the Management Agreement was terminated and replaced by an Administrative Services Agreement (“Administrative Agreement”) to charge the Company for similar administrative and general expenses.

The charges under the Management Agreement and Administrative Agreement that are attributable to the Company totaled $ 1,749 and $ 1,952 for the three months ended September 30, 2020 and 2019, respectively, and $ 5,894 and $ 6,472 for the nine months ended September 30, 2020 and 2019 , respectively.

Costs associated with the Management Agreement and Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2020 and December 31, 2019, $ 5,177 and $ 5,083 were due to Fortress, respectively.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,927 and $ 2,231 for the three months ended March 31, 2021 and 2020, respectively.

Costs associated with the Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2021 and December 31, 2020, $ 7,145 and $ 5,535 were due to Fortress, respectively.

In addition to management and administrative services, an affiliate of Fortress owns and leases an aircraft chartered by the Company for business purposes in the course of operations.

The Company incurred, at aircraft operator market rates, charter costs of $ 242 and $ 1,306 for the three months ended September 30, 2020 and 2019 , respectively, and $ 1,526 and $ 2,931 for the nine months ended September 30, 2020 and 2019 , respectively.

As of September 30, 2020 and December 31, 2019 , $ 2,087 and $ 4,286 was due to this affiliate, respectively.

Land and office lease

The Company has leased land and office space from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress.

In April 2019, FECI sold the office building to a non-affiliate, and as such, the lease of the office space is no longer held with a related party.

The Company recognized expense related to the land lease still held by a related party of $ 103 and $ 76 during the three months ended September 30, 2020 and 2019, respectively and $ 309 and $ 225 during nine months ended September 30, 2020 and 2019, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss.

The expense for the period that the building was owned by a related party during the nine months ended September 30, 2019 totaled $ 609 of which $ 386 was capitalized to Construction in progress and $ 223 related to the office lease and ancillary services was included in Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2020 and December 31, 2019, there was no amount due to FECI.

As of September 30, 2020, the Company has recorded a lease liability of $ 3,270 within Non-current lease liabilities on the condensed consolidated balance sheet.

The Company incurred, at aircraft operator market rates, charter costs of $ 1,609 and $ 1,239 for the three months ended March 31, 2021 and 2020 , respectively.

As of March 31, 2021 and December 31, 2020 , $ 554 and $ 472 was due to this affiliate, respectively.

The Company has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress.

The Company recognized expense related to the land lease of $ 126 and $ 103 during the three months ended March 31, 2021 and 2020, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2021 and December 31, 2020, $ 0 and $ 316 was due to FECI, respectively.

As of March 31, 2021, the Company has recorded a lease liability of $ 3,288 within Non-current lease liabilities on the condensed consolidated balance sheet.

DevTech Investment

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DevTech purchased 10 % of a note payable due to an affiliate of the Company.

As of September 30, 2020 and December 31, 2019, $ 715 and $ 815 was owed to DevTech on the note payable, respectively.

The outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheets as of September 30, 2020.

The interest expense on the note payable due to DevTech was $ 19 and $ 25 for the three months ended September 30, 2020 and 2019 , respectively, and $ 57 and $ 71 for the nine months ended September 30, 2020 and 2019 , respectively.

No interest has been paid, and accrued interest has been recognized within Accrued expenses on the condensed consolidated balance sheets.

As of September 30, 2020 and December 31, 2019 , $ 343 and $ 443 was due from DevTech, respectively.

As of March 31, 2021 and December 31, 2020, $ 715 was owed to DevTech on the note payable, and the outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheets.

The interest expense on the note payable due to DevTech was $ 21 and $ 19 for the three months ended March 31, 2021 and 2020 , respectively.

No interest has been paid, and accrued interest has been recognized within Other current liabilities on the condensed consolidated balance sheets.

As of March 31, 2021 and December 31, 2020 , $ 343 was due from DevTech.

Fortress affiliated entities

Since 2017, the Company has provided certain administrative services to related parties including Fortress affiliated entities.

As of September 30, 2020 and December 31, 2019, $ 1,215 and $ 1,134 were due from affiliates, respectively.

As of March 31, 2021 and December 31, 2020, $ 1,210 and $ 1,334 were due from affiliates, respectively.

There are no costs incurred by the Company as the Company is fully reimbursed for all costs incurred.

Beginning in the fourth quarter of 2020, the Company began to sublease a portion of office space to an affiliate of an entity managed by Fortress, and for the three months ended March 31, 2021, $ 153 of rent and office related expenses were incurred by this affiliate.

As of March 31, 2021 and December 31, 2020, $ 359 and $ 204 were due from this affiliate, respectively.

Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs.

Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement.

The Company incurred rent and administrative expenses of approximately $ 808 and $ 811 for the three months ended September 30, 2020 and 2019 , respectively, and $ 1,657 and $ 1,837 for the nine months ended September 30, 2020 and 2019 , respectively.

As of September 30, 2020 and December 31, 2019, $ 1,955 and $ 883 were due to Fortress affiliated entities, respectively.

The Company incurred rent and administrative expenses of approximately $ 803 and $ 1,165 for the three months ended March 31, 2021 and 2020 , respectively.

As of March 31, 2021 and December 31, 2020, $ 3,160 and $ 2,657 were due to Fortress affiliated entities, respectively.

Due to/from Affiliates

The table below summarizes the balances outstanding with affiliates at September 30, 2020 and December 31, 2019:

September 30,

The table below summarizes the balances outstanding with affiliates as of March 31, 2021 and December 31, 2020:

Amounts due to affiliates

Amounts due from affiliates

Asset acquisitions

On January 12, 2021, the Company acquired 100 % of the outstanding share quota of CH4 Energia Ltda.

("CH4"), an entity that owns key permits and authorizations to develop an LNG terminal and an up to 1.37GW gas-fired power plant at the Port of Suape in Brazil.

The purchase consideration consisted of $ 903 of cash paid at closing in addition to potential future payments contingent on achieving certain construction milestones of up to $ 3,600 .

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ 3,047 is included as part of the purchase consideration and is recognized in Other non-current liabilities on the condensed consolidated balance sheet as of March 31, 2021.

The selling shareholders of CH4 may also receive future payments based on gas consumed by the power plant or sold to customers from the LNG terminal.

The purchase of CH4 has been accounted for as an asset acquisition.

As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $ 295 are included in the purchase consideration.

The total purchase consideration of $ 4,245 was allocated to permits and authorizations acquired and is recorded within Intangible assets, net.

In addition, the Company recognized a deferred tax liability of $ 1,531 that resulted from the acquisition.

On March 11, 2021, the Company acquired 100 % of the outstanding shares of Pecém Energia S.A.

(“Pecém”) and Energetica Camacari Muricy II S.A.

These companies collectively hold grants to operate as an independent power provider and 15 -year power purchase agreements for the development of thermoelectric power plants in the State of Bahia, Brazil.

The Company is seeking to obtain the necessary approvals to transfer the power purchase agreements in connection with the construction the gas-fired power plant and LNG import terminal at the Port of Suape.

The purchase consideration consisted of $ 8,041 of cash paid at closing in addition to potential future payments contingent on achieving commercial operations of the gas-fired power plant at the Port of Suape of up to approximately $ 10.5 million .

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ 7,473 was included as part of the purchase consideration and is recognized in Other non-current liabilities on the condensed consolidated balance sheet as of March 31, 2021.

The selling shareholders may also receive future payments based on power generated by the power plant in Suape, subject to a maximum payment of approximately $ 4.6 million.

The purchases of Pecém and Muricy were accounted for as asset acquisitions.

As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $ 1,275 were included in the purchase consideration.

Of the total purchase consideration , $ 16,585 was allocated to acquired power purchase agreements and recorded in Intangibles on the condensed consolidated balance sheet;

the remaining purchase consideration was related to working capital acquired.

Subsequent events

On October 29, 2020 , the Company declared a dividend for the fourth quarter of $ 0.10 per share which will have a record date of December 2, 2020 and a payment date of December 9, 2020 .

On April 12, 2021, the Company completed the private offering of $ 1.5 billion aggregate principal amount of senior secured notes due 2026 (the “2026 Notes”).

The 2026 Notes bear interest at 6.50 % per annum and were issued at an issue price equal to 100 % of principal.

The 2026 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the existing 2025 Notes, and the 2026 Notes are secured by substantially the same collateral as the Company’s existing first lien obligations under the 2025 Notes.

The Company used the net proceeds from this offering to fund the cash consideration for the GMLP Merger and pay related fees and expenses.

On April 15, 2021, the Company completed the previously announced acquisitions of Hygo Energy Transition Ltd.

(“Hygo”) and Golar LNG Partners LP (“GMLP”);

referred to as the “Hygo Merger” and “GMLP Merger,” respectively and, collectively, the “Mergers”.

NFE paid $ 580 million in cash and issued 31,372,549 shares of Class A common stock to Hygo’s shareholders in connection with the Hygo Merger.

NFE paid $ 3.55 per each common unit of GMLP outstanding and for each of the outstanding membership interests of GMLP’s general partner, totaling $ 251 million.

The Company also repaid certain outstanding debt facilities of GMLP in conjunction with closing the GMLP Merger.

These transactions will be accounted for as business combinations under the acquisition method of accounting.

The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date.

Due to the limited time since the closing of the acquisitions, the valuation efforts and related acquisition accounting are incomplete at the time of filing of the condensed consolidated financial statements.

On April 15, 2021, we entered into a $ 200 million senior secured revolving facility (the “Revolving Facility”).

The Revolving Facility has a term of approximately five years and bears interest based on the three-month LIBOR rate plus certain margins.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements