New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of September 30, 2021 and December 31, 2020 (Unaudited, in thousands of U.S. dollars, except share amounts) September 30, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 224,383 $ 601,522 Restricted cash 72,338 12,814 Receivables, net of allowances of $ 130 and $ 98 , respectively 161,008 76,544 Inventory 82,390 22,860 Prepaid expenses and other current assets, net 75,602 48,270 Total current assets 615,721 762,010 Restricted cash 37,879 15,000 Construction in progress 973,880 234,037 Property, plant and equipment, net 2,025,688 614,206 Equity method investments 1,227,991 - Right-of-use assets 145,941 141,347 Intangible assets, net 166,964 46,102 Finance leases, net 603,662 7,044 Goodwill 740,132 - Deferred tax assets, net 6,087 2,315 Other non-current assets, net 121,142 86,030 Total assets $ 6,665,087 $ 1,908,091 Liabilities Current liabilities Current portion of long-term debt $ 249,752 $ - Accounts payable 210,259 21,331 Accrued liabilities 159,304 90,352 Current lease liabilities 32,009 35,481 Due to affiliates 6,910 8,980 Other current liabilities 109,662 35,006 Total current liabilities 767,896 191,150 Long-term debt 3,597,659 1,239,561 Non-current lease liabilities 93,321 84,323 Deferred tax liabilities, net 284,176 2,330 Other long-term liabilities 37,885 15,641 Total liabilities 4,780,937 1,533,005 Commitments and contingencies (Note 20) Stockholders’ equity Class A common stock, $ 0.01 par value, 750.0 million shares authorized, 206.9 million issued and outstanding as of September 30, 2021; 174.6 million issued and outstanding as of December 31, 2020 2,069 1,746 Additional paid-in capital 1,912,643 594,534 Accumulated deficit ( 283,256 ) ( 229,503 ) Accumulated other comprehensive income 24,625 182 Total stockholders’ equity attributable to NFE 1,656,081 366,959 Non-controlling interest 228,069 8,127 Total stockholders’ equity 1,884,150 375,086 Total liabilities and stockholders’ equity $ 6,665,087 $ 1,908,091 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss For the three and nine months ended September 30, 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, 2021 2020 2021 2020 Revenues Operating revenue $ 188,389 $ 83,863 $ 382,421 $ 223,542 Vessel charter revenue 78,656 - 143,217 - Other revenue 37,611 52,995 148,541 82,412 Total revenues 304,656 136,858 674,179 305,954 Operating expenses Cost of sales 135,432 71,665 333,533 209,780 Vessel operating expenses 15,301 - 30,701 - Operations and maintenance 20,144 13,802 54,960 31,785 Selling, general and administrative 46,802 26,821 124,954 87,273 Transaction and integration costs 1,848 4,028 42,564 4,028 Contract termination charges and loss on mitigation sales - - - 124,114 Depreciation and amortization 31,194 9,489 68,080 22,363 Total operating expenses 250,721 125,805 654,792 479,343 Operating income (loss) 53,935 11,053 19,387 ( 173,389 ) Interest expense 57,595 19,813 107,757 50,901 Other (income) expense, net ( 5,400 ) 2,569 ( 13,458 ) 4,179 Loss on extinguishment of debt, net - 23,505 - 33,062 Net income (loss) before income from equity method investments and income taxes 1,740 ( 34,834 ) ( 74,912 ) ( 261,531 ) (Loss) income from equity method investments ( 15,983 ) - 22,958 - Tax provision 3,526 1,836 7,058 1,949 Net loss ( 17,769 ) ( 36,670 ) ( 59,012 ) ( 263,480 ) Net loss attributable to non-controlling interest 7,963 312 5,259 81,163 Net loss attributable to stockholders $ ( 9,806 ) $ ( 36,358 ) $ ( 53,753 ) $ ( 182,317 ) Net income (loss) per share – basic and diluted $ ( 0.05 ) $ ( 0.21 ) $ ( 0.27 ) $ ( 2.14 ) Weighted average number of shares outstanding – basic and diluted 207,497,013 170,074,532 195,626,564 85,009,385 Other comprehensive loss: Net loss $ ( 17,769 ) $ ( 36,670 ) $ ( 59,012 ) $ ( 263,480 ) Currency translation adjustment 76,996 ( 971 ) ( 23,697 ) ( 1,122 ) Comprehensive loss ( 94,765 ) ( 35,699 ) ( 35,315 ) ( 262,358 ) Comprehensive loss (income) attributable to non-controlling interest 8,162 ( 926 ) 6,005 80,156 Comprehensive loss attributable to stockholders $ ( 86,603 ) $ ( 36,625 ) $ ( 29,310 ) $ ( 182,202 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three and nine months ended September 30, 2021 and 2020 (Unaudited, in thousands of U.S. dollars, except share amounts) Class A shares Class B shares Class A common stock Additional paid-in Accumulated Accumulated other comprehensive Non- controlling Total stockholders’ Shares Amount Shares Amount Shares Amount capital Deficit (loss) income interest equity Balance as of December 31, 2020 - $ - - $ - 174,622,862 $ 1,746 $ 594,534 $ ( 229,503 ) $ 182 $ 8,127 $ 375,086 Net loss - - - - - - - ( 37,903 ) - ( 1,606 ) ( 39,509 ) Other comprehensive loss - - - - - - - - ( 123 ) ( 874 ) ( 997 ) Share-based compensation expense - - - - - - 1,770 - - - 1,770 Issuance of shares for vested RSUs - - - - 1,335,787 - - - - - - Shares withheld from employees related to share-based compensation, at cost - - - - ( 638,235 ) - ( 27,571 ) - - - ( 27,571 ) Dividends - - - - - - ( 17,598 ) - - - ( 17,598 ) Balance as of March 31, 2021 - $ - - $ - 175,320,414 $ 1,746 $ 551,135 $ ( 267,406 ) $ 59 $ 5,647 $ 291,181 Net (loss) income - - - - - - - ( 6,044 ) - 4,310 ( 1,734 ) Other comprehensive income - - - - - - - - 101,363 327 101,690 Share-based compensation expense - - - - - - 1,613 - - - 1,613 Shares issued as consideration in business combinations - - - - 31,372,549 314 1,400,470 - - - 1,400,784 Issuance of shares for vested RSUs - - - - 8,930 - - - - - - Shares withheld from employees related to share-based compensation, at cost - - - - ( 3,329 ) - ( 164 ) - - - ( 164 ) Non-controlling interest acquired in business combinations - - - - - - - - - 229,285 229,285 Dividends - - - - - - ( 20,736 ) - - - ( 20,736 ) Balance as of June 30, 2021 - $ - - $ - 206,698,564 $ 2,060 $ 1,932,318 $ ( 273,450 ) $ 101,422 $ 239,569 $ 2,001,919 Net loss - - - - - - - ( 9,806 ) - ( 7,963 ) ( 17,769 ) Other comprehensive loss - - - - - - - - ( 76,797 ) ( 199 ) ( 76,996 ) Share-based compensation expense - - - - - - 1,562 - - - 1,562 Adjustments related to business combinations - - - - - - - - - ( 319 ) ( 319 ) Issuance of shares for vested RSUs - - - - 193,193 9 ( 9 ) - - - - Shares withheld from employees related to share-based compensation, at cost - - - - ( 28,515 ) - ( 478 ) - - - ( 478 ) Dividends - - - - - - ( 20,750 ) - - ( 3,019 ) ( 23,769 ) Balance as of September 30, 2021 - $ - - $ - 206,863,242 $ 2,069 $ 1,912,643 $ ( 283,256 ) $ 24,625 $ 228,069 $ 1,884,150 Class A shares Class B shares Class A common stock Additional paid-in Accumulated Accumulated other comprehensive Non- controlling Total stockholders’ Shares Amount Shares Amount Shares Amount capital Deficit (loss) income interest equity Balance as of December 31, 2019 23,607,096 $ 130,658 144,342,572 $ - - $ - $ - $ ( 45,823 ) $ ( 30 ) $ 302,519 $ 387,324 Cumulative effect of accounting changes - - - - - - - ( 1,533 ) - ( 7,780 ) ( 9,313 ) Net loss - - - - - - - ( 8,466 ) - ( 51,757 ) ( 60,223 ) Other comprehensive loss - - - - - - - - ( 53 ) ( 316 ) ( 369 ) Share-based compensation expense - 2,508 - - - - - - - - 2,508 Issuance of shares for vested RSUs 1,212,907 - - - - - - - - - - Shares withheld from employees related to share-based compensation, at cost ( 583,508 ) ( 6,132 ) - - - - - - - - ( 6,132 ) Balance as of March 31 , 2020 24,236,495 $ 127,034 144,342,572 $ - - $ - $ - $ ( 55,822 ) $ ( 83 ) $ 242,666 $ 313,795 Net loss - - - - - - - ( 137,493 ) - ( 29,094 ) ( 166,587 ) Other comprehensive income - - - - - - - - 435 85 520 Share-based compensation expense - 1,922 - - - - - - - - 1,922 Issuance of shares for vested RSUs 11,529 - - - - - - - - - - Shares withheld from employees related to share-based compensation, at cost ( 3,250 ) ( 40 ) - - - - - - - - ( 40 ) Exchange of NFI units 144,342,572 206,587 ( 144,342,572 ) - - - - - - ( 206,587 ) - Balance as of June 30, 2020 168,587,346 $ 335,503 - $ - - $ - $ - $ ( 193,315 ) $ 352 $ 7,070 $ 149,610 Conversion from LLC to Corporation ( 168,587,346 ) ( 335,503 ) - - 168,587,346 1,687 333,816 - - - - Net loss - - - - - - - ( 36,358 ) - ( 312 ) ( 36,670 ) Other comprehensive income (loss) - - - - - - - - ( 267 ) 1,238 971 Share-based compensation expense - - - - - - 2,071 - - - 2,071 Issuance of shares for vested RSUs - - - - 157,148 - - - - - - Shares withheld from employees related to share-based compensation, at cost - - - - ( 6,071 ) - ( 239 ) - - - ( 239 ) Dividends - - - - - - ( 17,006 ) - - - ( 17,006 ) Balance as of September 30, 2020 - $ - - $ - 168,738,423 $ 1,687 $ 318,642 $ ( 229,673 ) $ 85 $ 7,996 $ 98,737 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2021 and 2020 (Unaudited, in thousands of U.S. dollars) Nine Months Ended September 30, 2021 2020 Cash flows from operating activities Net loss $ ( 59,012 ) $ ( 263,480 ) Adjustments for: Amortization of deferred financing costs and debt guarantee, net 9,503 9,949 Depreciation and amortization 68,971 23,025 (Earnings) losses of equity method investees ( 22,958 ) - Dividends received from equity method investees 14,259 - Sales-type lease payments received in excess of interest income 1,458 - Change in market value of derivatives ( 4,955 ) - Contract termination charges and loss on mitigation sales - 71,510 Loss on extinguishment and financing expenses - 37,090 Deferred taxes ( 4,280 ) 388 Change in value of Investment of equity securities ( 7,265 ) 2,376 Share-based compensation 4,945 6,501 Other 72 1,895 Changes in operating assets and liabilities, net of acquisitions: (Increase) in receivables ( 75,633 ) ( 43,307 ) (Increase) Decrease in inventories ( 56,172 ) 26,691 Decrease (Increase) in other assets 25,500 ( 16,526 ) Decrease in right-of-use assets 3,149 31,910 (Decrease) Increase in accounts payable/accrued liabilities ( 2,530 ) 23,982 (Decrease) in amounts due to affiliates ( 2,070 ) ( 1,033 ) (Decrease) in lease liabilities ( 2,510 ) ( 30,930 ) (Decrease) Increase in other liabilities ( 30,159 ) 4,249 Net cash (used in) operating activities ( 139,687 ) ( 115,710 ) Cash flows from investing activities Capital expenditures ( 430,549 ) ( 115,841 ) Cash paid for business combinations, net of cash acquired ( 1,586,042 ) - Entities acquired in asset acquisitions, net of cash acquired ( 8,817 ) - Other investing activities ( 5,750 ) 137 Net cash (used in) provided by investing activities ( 2,031,158 ) ( 115,704 ) Cash flows from financing activities Proceeds from borrowings of debt 2,234,650 1,832,144 Payment of deferred financing costs ( 35,846 ) ( 27,099 ) Repayment of debt ( 229,887 ) ( 1,490,002 ) Payments related to tax withholdings for share-based compensation ( 29,717 ) ( 6,356 ) Payment of dividends ( 65,051 ) ( 16,871 ) Net cash provided by financing activities 1,874,149 291,816 Impact of changes in foreign exchange rates on cash and cash equivalents 1,960 - Net (decrease) increase in cash, cash equivalents and restricted cash ( 294,736 ) 60,402 Cash, cash equivalents and restricted cash – beginning of period 629,336 93,035 Cash, cash equivalents and restricted cash – end of period $ 334,600 $ 153,437 Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ 187,295 $ ( 4,682 ) Liabilities associated with consideration paid for entities acquired in asset acquisitions 9,959 - Consideration paid in shares for business combinations 1,400,784 - The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, 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 has liquefaction, regasification and power generation operations in the United States, Jamaica and Brazil. Subsequent to the Mergers (defined below), the Company has marine operations with vessels operating under time charters and in the spot market globally. On April 15, 2021 , the Company completed the 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. The results of operations of Hygo and GMLP have been included in the Company’s condensed consolidated financial statements for the period subsequent to the Mergers. As a result of the Mergers, the Company acquired one operating FSRU terminal in Sergipe, Brazil (the “Sergipe Facility”), a 50 % interest in a 1.5 GW power plant in Sergipe, Brazil (the “Sergipe Power Plant”), as well as two other FSRU terminals in development in Pará, Brazil (the “Barcarena Facility”) and Santa Catarina, Brazil (the “Santa Catarina Facility”). The Company acquired the Nanook , a newbuild FSRU moored and in service at the Sergipe Facility. In addition to the Nanook, the Company acquired a fleet of six other FSRUs, six LNG carriers and an interest in a floating liquefaction vessel, the Hilli Episeyo (the “Hilli”), which receives, liquefies and stores LNG at sea and transfers it to LNG carriers that berth while offshore, each of which are expected to help support the Company ’s existing facilities and international project pipeline. The majority of the FSRUs are operating in Brazil, Kuwait, Indonesia, Jamaica and Jordan under time charters, and uncontracted vessels are available for short term employment in the spot market. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the busines s. 2. Significant accounting policies The principal accounting policies adopted are set out below. (a) Basis of presentation and principles of consolidation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. A variable interest entity (“VIE”) is an entity that by design meets any of the following characteristics: (1) lacks sufficient equity to allow the entity to finance its activities without additional subordinated financial support; (2) as a group, equity investors do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses or do not have the right to receive residual returns of the entity; or (3) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the economic activities of the VIE that most significantly impact the VIE’s economic performance; and (2) through its interest in the VIE, the obligation to absorb the losses or the right to receive the benefits from the VIE that could potentially be significant to the VIE. 5 Table of Contents The sale and leaseback financings of certain vessels acquired in the Mergers were consummated with VIEs. As part of these financings, the asset was sold to a single asset entity of the lending bank and then leased back. While the Company does not hold an equity investment in these entities, these entities are VIEs, and the Company has a variable interest in the entities due to the guarantees and fixed price repurchase options that absorb the losses of the VIE that could potentially be significant to the entity. The Company has concluded that it has the power to direct the economic activities that most impact the economic performance as it controls the significant decisions relating to the assets and it has the obligation to absorb losses or the right to receive the residual returns from the leased asset. As NFE has no equity interest in these VIEs, all equity attributable to these VIEs is included in non-controlling interests in the condensed consolidated financial statements. (b) Revenue recognition Terminals and Infrastructure Within the Terminals and Infrastructure segment, 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. The customers consume the benefit of the natural gas, power and steam when they are delivered by the Company to the customer’s power generation facilities or interconnection facility. Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas, power or steam that the customer has consumed. LNG is delivered in containers transported by truck to customer sites, but may also be delivered via vessel to an unloading point specified in a contract. Revenue from sales of LNG is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, depending on the terms of the contract. Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG, natural gas, power or steam delivered and recognized when that distinct unit is delivered to the customer. The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment, which may be accounted for as a finance or operating lease. For the Company’s operating leases, the Company has elected the practical expedient to combine revenue for the sale of natural gas or LNG and operating lease income as the timing and pattern of transfer of the components are the same. The Company has concluded that the predominant component of the transaction is the sale of natural gas or LNG and therefore has not separated the lease component. The lease component of such operating leases is recognized as Operating revenue in the condensed consolidated statements of operations and comprehensive loss. The Company allocates consideration in agreements containing finance leases between lease and non-lease components based on the relative fair value of each component. The fair value of the lease component is estimated based on the estimated standalone selling price of the same or similar equipment leased to the customer. The Company estimates the fair value of the non-lease component by forecasting volumes and pricing of gas to be delivered to the customer over the lease term . The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed consolidated balance sheets, respectively. For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The principal component of the lease payment is reflected as a reduction to the net investment in the lease. In addition to the revenue recognized from the finance lease components of agreements with customers, Other revenue includes revenue recognized from the construction, installation and commissioning of equipment, inclusive of natural gas delivered for the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our natural gas-fueled power generation facilities. Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of commissioning the customer’s facilities until such time that the customer has declared such conversion services have been completed. If the customer is not able to obtain control over the asset under construction until such services are completed, revenue is recognized when the services are completed and the customer has control of the infrastructure. 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. 6 Table of Contents 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. 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. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas. The Company collects sales taxes from its customers based on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the condensed consolidated statements of operations and comprehensive loss on a net basis and, accordingly, such taxes are excluded from reported revenues. 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. Ships Charter contracts for the use of the FSRUs and LNG carriers acquired as part of the Mergers are leases as the contracts convey the right to obtain substantially all of the economic benefits from the use of the asset and allow the customer to direct the use of that asset. At inception, the Company makes an assessment on whether the charter contract is an operating lease or a finance lease. In making the classification assessment, the Company estimates the residual value of the underlying asset at the end of the lease term with reference to broker valuations. None of the vessel lease contracts contain residual value guarantees. Renewal periods and termination options are included in the lease term if the Company believes such options are reasonably certain to be exercised by the lessee. Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains specific customer acceptance testing conditions, the lease will not commence until the asset has successfully passed the acceptance test. The Company assesses leases for modifications when there is a change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease. For charter contracts that are determined to be finance leases accounted for as sales-type leases, the profit from the sale of the vessel is recognized upon lease commencement in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The principal component of the lease payment is reflected as a reduction to the net investment in the lease. Revenue related to operating and service agreements in connection with charter contracts accounted for as sales-type leases are recognized over the term of the charter as the service is provided within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive loss. Revenues include lease payments under charters accounted for as operating leases and fees for repositioning vessels. Revenues generated from charters contracts are recorded over the term of the charter on a straight-line basis as service is provided and is included in Vessel charter revenue in the condensed consolidated statements of operations and comprehensive loss. Lease payments includes fixed payments (including in-substance fixed payments that are unavoidable) and variable payments based on a rate or index. For operating leases, the Company has elected the practical expedient to combine service revenue and operating lease income as the timing and pattern of transfer of the components are the same. Variable lease payments are recognized in the period in which the circumstances on which the variable lease payments are based become probable or occur. Repositioning fees are included in Vessel charter revenues and are recognized at the end of the charter when the fee becomes fixed. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter. Costs directly associated with the execution of the lease or costs incurred after lease inception but prior to the commencement of the lease that directly relate to preparing the asset for the contract are capitalized and amortized in Vessel operating expenses in the condensed consolidated statements of operations and comprehensive loss over the lease term. 7 Table of Contents The Company’s LNG carriers may participate in an LNG carrier pool collaborative arrangement with Golar LNG Limited, referred to as the Cool Pool. The Cool Pool allows the pool participants to optimize the operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing. Under the Pool Agreement, the Pool Manager is responsible, as an agent, for the marketing and chartering of the participating vessels and paying certain voyage costs such as port call expenses and brokers’ commissions in relation to employment contracts, with each of the Pool Participants continuing to be fully responsible for fulfilling the performance obligations in the contract. The Company is primarily responsible for fulfilling the performance obligations in the time charters of vessels owned by the Company, and the Company is the principal in such time charters. Revenue and expenses for charters of the Company’s vessels that participate in the Cool Pool are presented on a gross basis within Vessel charter revenues and Vessel operating expenses, respectively, in the condensed consolidated statements of operations and comprehensive loss. The Company’s allocation of its share of the net revenues earned from the other pool participants’ vessels, which may be either income or expense depending on the results of all pool participants, is reflected on a net basis within Vessel operating expenses in the condensed consolidated statements of operations and comprehensive loss. (c) Business combinations Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets acquired and liabilities assumed are measured at their fair values at the date of acquisition. Any excess of the purchase price over the fair values of the identifiable net assets acquired is recognized as goodwill. Acquisition related costs are expensed as incurred. The results of operations of acquired businesses are included in the Company’s condensed consolidated statements of operations and comprehensive loss from the date of acquisition. If the assets acquired do not meet the definition of a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. Costs incurred in conjunction with asset acquisitions are included in the purchase price, and any excess consideration transferred over the fair value of the net assets acquired is reallocated to the identifiable assets based on their relative fair values. (d) Equity method investments The Company accounts for investments in entities over which the Company has significant influence, but do not meet the criteria for consolidation, under the equity method of accounting. Under the equity method of accounting, the Company’s investment is recorded at cost, or in the case of equity method investments acquired as part of the Mergers, at the acquisition date fair value of the investment. The carrying amount is adjusted for the Company’s share of the earnings or losses, and dividends received from the investee reduce the carrying amount of the investment. The Company allocates the difference between the fair value of investments acquired in the Mergers and the Company’s proportionate share of the carrying value of the underlying assets, or basis difference, across the assets and liabilities of the investee. The basis difference assigned to amortizable net assets is included in Income (loss) from equity method investments in the condensed consolidated statements of operations and comprehensive loss. When the Company’s share of losses in an investee equals or exceeds the carrying value of the investment, no further losses are recognized unless the Company has incurred obligations or made payments on behalf of the investee. (e) Lessor expense recognition Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third-party management fees. Voyage expenses principally consist of fuel consumed before or after the term of time charter or when the vessel is off hire. Under time charters, the majority of voyage expenses are paid by customers. To the extent that these costs are a fixed amount specified in the charter, which is not dependent upon redelivery location, the estimated voyage expenses are recognized over the term of the time charter. Initial direct costs include costs directly related to the negotiation and consummation of the lease are deferred and recognized in Vessel operating expenses over the lease term. (f) Guarantees Guarantees issued by the Company, excluding those that are guaranteeing the Company’s own performance, are recognized at fair value at the time that the guarantees are issued and recognized in Other current liabilities and Other non-current liabilities on the condensed consolidated balance sheets. The guarantee liability is amortized each period as a reduction to Selling, general and administrative expenses. If it becomes probable that the Company will have to perform under a guarantee, the Company will recognize an additional liability if the amount of the loss can be reasonably estimated. 8 Table of Contents (g) Derivatives As part of the Mergers, the Company acquired derivative positions that were used to reduce market risks associated with interest rates and foreign exchange rates. All derivative instruments are initially recorded at fair value as either assets or liabilities on the condensed consolidated balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. The Company has not designated any derivatives as cash flow or fair value hedges; however, certain instruments may be considered economic hedges. (h) Property, plant and equipment, net Property, plant and equipment is recorded at cost. Expenditures for construction activities and betterments that extend the useful life of the asset are capitalized. Vessel refurbishment costs are capitalized and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs increase the capacity or improve the efficiency or safety of vessels and equipment. Expenditures for routine maintenance and repairs for assets in the Terminals and Infrastructure segment are charged to expense as incurred within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss; such expenditures for assets in the Ships segment that do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred within Vessel operating expenses. Major maintenance and overhauls of the Company’s power plant and terminals are capitalized and depreciated over the expected period until the next anticipated major maintenance or overhaul. Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally five years . For vessels, the Company utilizes the “built-in overhaul” method of accounting. The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets. The estimated cost of the drydocking component is depreciated until the date of the first drydocking following acquisition of the vessel, upon which the cost is capitalized, and the process is repeated. If drydocking occurs prior to the expected timing, a cumulative adjustment to recognize the change in expected timing of drydocking is recognized within Depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. The Company depreciates property, plant and equipment less the estimate residual value using the straight-line depreciation method over the estimated economic life of the asset or lease term, whichever is shorter using the following useful lives: Useful life (Yrs) Vessels 5 - 30 Terminal and power plant equipment 4 - 24 CHP facilities 4 - 20 Gas terminals 5 - 24 ISO containers and associated equipment 3 - 25 LNG liquefaction facilities 20 - 40 Gas pipelines 4 - 24 Leasehold improvements 2 - 20 The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the condensed consolidated statements of operations and comprehensive loss. When a vessel is disposed, any unamortized drydocking expenditure is recognized as part of the gain or loss on disposal in the period of disposal. (i) Transaction and integration costs Transaction and integration costs are comprised of costs related to business combinations and include advisory, legal, accounting, valuation and other professional or consulting fees. This caption also includes gains or losses recognized in connection with business combinations, including the settlement of preexisting relationships between the Company and an acquired entity. Financing costs which are not deferred as part of the cost of the financing on the balance sheet are recognized within this caption including fees associated with debt modifications. 9 Table of Contents 3. Adoption of new and revised standards (a) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2021: 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 will adopt this guidance in the first quarter of 2022 and does not expect it to have a material impact on the Company’s financial position results of operations or cash flows. (b) 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 adoption of this guidance in the first quarter of 2021 did not have a material impact on the Company’s financial position, results of operations or cash flows. 4. Acquisitions Hygo Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common and preferred shares representing all voting interests of Hygo, a 50 - 50 joint venture between Golar LNG Limited (“GLNG”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners (“Stonepeak”), in exchange for 31,372,549 shares of NFE Class A common stock and $ 580,000 in cash. The acquisition of Hygo expands the Company’s footprint in South America with three gas-to-power projects in Brazil’s large and fast-growing market. Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $ 1.98 billion, shown as follows: Consideration As of April 15, 2021 Cash consideration for Hygo Preferred Shares $ 180,000 Cash consideration for Hygo Common Shares 400,000 Total Cash Consideration $ 580,000 Merger consideration to be paid in shares of NFE Common Stock 1,400,784 Total Non-Cash Consideration 1,400,784 Total Consideration $ 1,980,784 The Company has determined it is the accounting acquirer of Hygo, which will be accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction has been allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of Hygo based on their respective estimated fair values as of the closing date. 10 Table of Contents The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The Company is in the process of finalizing the valuation of assets acquired, liabilities assumed and non-controlling interests of Hygo, and therefore the purchase price allocation should be considered preliminary. The preliminary purchase price allocation may be subject to further refinement as the evaluation of the underlying inputs and assumptions of third-party valuations and the assessment of acquisition-related income taxes are finalized. The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired, liabilities assumed and non-controlling interests of Hygo as described above. The preliminary estimates may be subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the acquisition date. Preliminary fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follows: Hygo As of April 15, 2021 Assets Acquired Cash and cash equivalents $ 26,641 Restricted cash 48,183 Accounts receivable 5,126 Inventory 1,022 Other current assets 8,095 Assets under development 128,625 Property, plant and equipment, net 385,389 Equity method investments 823,521 Finance leases, net 601,000 Deferred tax assets, net 1,065 Other non-current assets 52,996 Total assets acquired: $ 2,081,663 Liabilities Assumed Current portion of long-term debt $ 38,712 Accounts payable 3,059 Accrued liabilities 39,149 Other current liabilities 13,495 Long-term debt 433,778 Deferred tax liabilities, net 254,949 Other non-current liabilities 21,520 Total liabilities assumed: 804,662 Non-controlling interest 36,115 Net assets acquired: 1,240,886 Goodwill $ 739,898 During the three months ended September 30, 2021, the Company made certain measurement period adjustments to the assets acquired, liabilities assumed and non-controlling interests of Hygo due to additional information utilized to determine fair value during the measurement period. The measurement period adjustment impacted the fair value of debt assumed, including associated impacts to non-controlling interests and deferred tax liabilities. The measurement period adjustment decreased goodwill by $ 7,039 , and the Company recognized additional interest expense of $ 1,088 in the three months ended September 30, 2021. The fair value of Hygo’s non-controlling interest (“NCI”) as of April 15, 2021 was $ 36,115 , including the fair value of the net assets of VIEs that Hygo has consolidated. These VIEs are special purpose vehicles (“SPV”) for the sale and leaseback of certain vessels, and Hygo has no equity investment in these entities. The fair value of NCI was determined based on the valuation of the SPV’s external debt and the lease receivable asset associated with the sales leaseback transaction with Hygo’s subsidiary, using a discounted cash flow method. The fair value of receivables acquired from Hygo is $ 8,009 , which approximates the gross contractual amount; no material amounts are expected to be uncollectible. Goodwill is calculated as the excess of the purchase price over the net assets acquired. Goodwill represents access to additional LNG and natural gas distribution systems and power markets, including a local workforce that will allow the Company to rapidly develop and deploy LNG to power solutions. The Company’s results of operations for the nine months ended September 30, 2021 include Hygo’s result of operations from the date of acquisition, April 15, 2021, through September 30, 2021. Revenue and net income (loss) attributable to Hygo during the period was $ 42,136 and $ 9,324 , respectively. 11 Table of Contents GMLP Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common units, representing all voting interests, of GMLP in exchange for $ 3.55 in cash per common unit and for each of the outstanding membership interest of GMLP’s general partner. In conjunction with the closing of the GMLP Merger, NFE simultaneously extinguished a portion of GMLP’s debt for total consideration of $ 1.15 billion. With the acquisition of GMLP, the Company gains vessels to support the existing terminals and business development pipeline, as well as an interest in a floating natural gas facility (“FLNG”), which is expected to provide consistent cash flow streams under a long-term tolling arrangement. The interest in the FLNG facility also provides the Company access to intellectual property that will be used to develop future FLNG solutions. The consideration paid by the Company in the GMLP Merger was as follows: Consideration As of April 15, 2021 GMLP Common Units ($ 3.55 per unit x 69,301,636 units) $ 246,021 GMLP General Partner Interest ($ 3.55 per unit x 1,436,391 units) 5,099 Partnership Phantom Units ($ 3.55 per unit x 58,960 units) 209 Cash Consideration $ 251,329 GMLP debt repaid in acquisition 899,792 Total Cash Consideration 1,151,121 Cash settlement of preexisting relationship ( 3,978 ) Total Consideration $ 1,147,143 The Company has determined it is the accounting acquirer of GMLP, which will be accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction has been allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of GMLP based on their respective estimated fair values as of the closing date. 12 Table of Contents The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The Company is in the process of finalizing the valuation of assets acquired, liabilities assumed and non-controlling interests of GMLP, and therefore the purchase price allocation should be considered preliminary. The preliminary purchase price allocation may be subject to further refinement as the evaluation of the underlying inputs and assumptions of third-party valuations and the assessment of acquisition-related income taxes are finalized. The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired, liabilities assumed and non-controlling interests of GMLP as described above. The preliminary estimates may be subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the acquisition date. Preliminary fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of GMLP as of the closing date were as follows: GMLP As of April 15, 2021 Assets Acquired Cash and cash equivalents $ 41,461 Restricted cash 24,816 Accounts receivable 3,195 Inventory 2,151 Other current assets 2,789 Equity method investments 355,500 Property, plant and equipment, net 1,063,215 Intangible assets, net 120,000 Deferred tax assets, net 963 Other non-current assets 4,400 Total assets acquired: $ 1,618,490 Liabilities Assumed Current portion of long-term debt $ 158,073 Accounts payable 3,019 Accrued liabilities 17,226 Other current liabilities 73,774 Deferred tax liabilities, net 16,008 Other non-current liabilities 10,630 Total liabilities assumed: 278,730 Non-controlling interest 192,851 Net assets to be acquired: 1,146,909 Goodwill $ 234 During the three months ended September 30, 2021, the Company made certain measurement period adjustments to the assets acquired, liabilities assumed and non-controlling interests of GMLP due to additional information utilized to determine fair value during the measurement period. The measurement period adjustment impacted the fair value of debt assumed, including associated impacts to non-controlling interests. The measurement period adjustment decreased goodwill by $ 1,431 , and the Company recognized an amortization of the discount on debt of $ 11,119 as an addition to interest expense for the period after the GMLP Merger. The fair value of GMLP’s NCI as of April 15, 2021 was $ 192,851 , which represents the fair value of other investors’ interest in the Mazo , GMLP’s preferred units which were not acquired by the Company and the fair value of net assets of an SPV formed for the purpose of a sale and leaseback of the Eskimo . The fair value of GMLP’s preferred units and the valuation of the SPV’s external debt and the lease receivable asset associated with the sale leaseback transaction have been estimated using a discounted cash flow method. The fair value of receivables acquired from GMLP is $ 4,797 , which approximates the gross contractual amount; no material amounts are expected to be uncollectible. The Company acquired favorable and unfavorable leases for the use of GMLP’s vessels. The fair value of the favorable contracts is $ 120,000 and the fair value of the unfavorable contracts is $ 13,400 . The total weighted average amortization period is approximately three years ; the favorable contract asset has a weighted average amortization period of approximately three years and the unfavorable contract liability has a weighted average amortization period of approximately one year . The Company and GMLP had an existing lease agreement prior to the GMLP Merger. As a result of the acquisition, the lease agreement and any associated receivable and payable balances are effectively settled. The lease agreement also included provisions that required a subsidiary of NFE to indemnify GMLP to the extent that GMLP incurred certain tax liabilities as a result of the lease. A loss of $ 3,978 related to settlement of this indemnification provision was recognized in Transaction and integration costs in the condensed consolidated statements of operations and comprehensive loss in the second quarter of 2021. The Company’s results of operations for the nine months ended September 30, 2021 include GMLP’s result of operations from the date of acquisition, April 15, 2021, through September 30 , 2021. Revenue and net income (loss) attributable to GMLP during this period was $ 123,261 and $ 82,310 , respectively. Acquisition costs associated with the Mergers of $ 58 and $ 33,530 for the three and nine months ended September 30, 2021 were included in Transaction and integration costs in the Company’s condensed consolidated statements of operations and comprehensive loss. 13 Table of Contents Unaudited pro forma financial information The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 304,656 $ 229,619 $ 780,875 $ 571,892 Net income (loss) ( 8,994 ) ( 35,127 ) ( 75,963 ) ( 357,190 ) Net income (loss) attributable to stockholders ( 12,822 ) ( 36,870 ) ( 95,954 ) ( 281,127 ) The unaudited pro forma financial information is based on historical results of operations as if the acquisitions had occurred on January 1, 2020, adjusted for transaction costs incurred, adjustments to depreciation expense associated with the recognition of the fair value of vessels acquired, additional amortization expense associated with the recognition of the fair value of favorable and unfavorable customer contracts for vessel charters, additional interest expense as a result of incurring new debt and extinguishing historical debt, elimination of a pre-existing lease relationship between the Company and GMLP, and a step-up of the equity method investments and a favorable power purchase agreement contract. Pro forma net income (loss) for the nine months ended September 30, 2020 includes non-recurring expenses associated with the Mergers of $ 37,508 ; such non-recurring expenses have been removed from the pro forma financial information for the nine months ended September 30, 2021. Transaction costs incurred and the elimination of a pre-existing lease relationship between the Company and GMLP are considered to be non-recurring. The unaudited pro forma financial information does not give effect to any synergies, operating efficiencies or cost savings that may result from the Mergers. GLNG management and services agreements In connection with the closing of the Mergers, the Company entered into multiple agreements with Golar Management Limited, a subsidiary of GLNG (“Golar Management”), including omnibus agreements, transition services agreements, ship management agreements and other services agreements described as follows: • The Company and Golar Management entered into transition service agreements whereby Golar Management provides certain administrative and consulting services to facilitate the integration of GMLP and Hygo (the “Transition Services Agreements”). The Transition Services Agreements commenced on April 15, 2021 and will terminate on April 30, 2022 unless terminated earlier by either party. The Company pays Golar Management monthly payments of $ 250 and will reimburse Golar Management for all reasonable and documented out-of-pocket expenses or remittances of funds paid to a third party in connection with the provision of the Transition Services. • The Company’s vessel-owning subsidiaries entered into ship management agreements with Golar Management (the “Ship Management Agreements”), pursuant to which Golar Management provides certain technical, crew, insurance and commercial management services for the acquired vessels for a specified annual cost per vessel. The Ship Management Agreements commenced on April 15, 2021 will continue until terminated by either party by notice, in which event the relevant Ship Management Agreements will terminate upon the later of 12 months after April 15, 2021 or two months from the date on which such notice is received. • The Company also entered into certain agreements to facilitate the integration of the acquired businesses and their operations whereby GLNG or its subsidiaries will continue to provide certain guarantees and indemnities under charter arrangements or GMLP’s and Hygo’s sale leaseback agreements. NFE pays the relevant Charter Guarantor or Golar an annual guarantee fee of $ 250 per vessel. • The Company and Golar Management (Bermuda) Limited (“Golar Bermuda”) entered into a services agreement (the “Bermuda Services Agreement”) pursuant to which Golar Bermuda will act as GMLP’s and Hygo’s registered office in Bermuda and provide certain corporate secretarial, registrar and administration services (the “Bermuda Services Agreements”). The Bermuda Services Agreements commenced on April 15, 2021. Either party may terminate the Bermuda Services Agreements upon 30 days’ prior written notice. Golar Partners and Hygo pay Golar Bermuda an aggregate annual fee of $ 50 for the Bermuda services and will reimburse Golar Bermuda for all incidental documented costs and expenses reasonably incurred by Golar Bermuda and its designees in connection with the provision of the Bermuda services. During the period subsequent to the completion of the Mergers, the Company incurred $ 3,387 and $ 6,487 for the three and nine months ended September 30, 2021, respectively, in management, services or guarantee fees under these agreements with GLNG, Golar Management or GLNG affiliated entities. 14 Table of Contents 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 1.37 GW 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 approximately $ 3,600 . As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $ 3,047 was included as part of the purchase consideration and was recognized in Other non-current liabilities on the condensed consolidated balance sheets. 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. For the three and nine months ended September 30, 2021, the Company recognized a gain from the change in fair value of the derivative liability of $ 62 and $ 9 , respectively , which is presented in Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss. 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 were included in the purchase consideration. The total purchase consideration of $ 5,776 , which includes a deferred tax liability of $ 1,531 recognized as a result from the acquisition, was allocated to permits and authorizations acquired and was recorded within Intangible assets, net. 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. (“Muricy”). 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 as of the acquisition date of $ 7,473 was included as part of the purchase consideration and was recognized in Other non-current liabilities on the condensed consolidated balance sheets. 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. For the three and nine months ended September 30, 2021, the Company recognized a gain from the change in fair value of the derivative liability of $ 843 and $ 427 , respectively, which is presented in Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss. 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 Intangible assets, net on the condensed consolidated balance sheets; the remaining purchase consideration was related to working capital acquired. 5. VIEs L essor VIEs The Company assumed sale leaseback arrangements for four vessels as part of the Mergers. The counterparty to each of these sale leaseback arrangements is a VIE, and these lessor VIEs are SPVs wholly owned by financial institutions. While the Company does not own hold an equity investment in these entities, these lessor VIEs are consolidated in the condensed consolidated financial statements. As the Company has no equity attributable to these lessor VIEs, all equity attributable to these lessor VIEs is included in non- controlling interests in the condensed consolidated financial statements. Transactions between our wholly-owned subsidiaries and these VIEs are eliminated in consolidation, including sale leaseback transactions. China Merchants Bank Lending (“CMBL”) In November 2015, the Eskimo was sold to a subsidiary of CMBL, Sea 23 Leasing Co. Limited, and subsequently leased back under a bareboat charter for a term of ten years . The Company has options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the third anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the ten-year lease period. 15 Table of Contents CCB Financial Leasing Corporation Limited (“CCBFL”) In September 2018, the Nanook was sold to a subsidiary of CCBFL, Compass Shipping 23 Corporation Limited, and subsequently leased back on a bareboat charter for a term of twelve years . The Company has options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the third anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the twelve-year lease period. Oriental Shipping Company (“COSCO”) In December 2019, the Penguin was sold to a subsidiary of COSCO, Oriental Fleet LNG 02 Limited, and subsequently leased back on a bareboat charter for a term of six years . The Company has options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the six-year lease period. AVIC International Leasing Company Limited (“AVIC”) In March 2020, the Celsius was sold to a subsidiary of AVIC, Noble Celsius Shipping Limited, and subsequently leased back on a bareboat charter for a term of seven years . The Company has options to repurchase the vessel throughout the charter term at fixed predetermined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the seven-year lease period. While the Company does not hold an equity investment in the above SPVs, the Company has a variable interest in these SPVs. The Company is the primary beneficiary of these VIEs and, accordingly, these VIEs are consolidated into the Company’s financial results for the period after the Mergers. The effect of the bareboat charter arrangements is eliminated upon consolidation of the SPVs. The equity attributable to CMBL, CCBFL, COSCO and AVIC in their respective VIEs are included in non-controlling interests in the condensed consolidated financial statements. As of September 30, 2021, the Eskimo , Penguin and Celsius are recorded as Property, plant and equipment, net on the condensed consolidated balance sheet, and the Nanook was recognized in Finance leases, net on the condensed consolidated balance sheet. The following table gives a summary of the sale and leaseback arrangements, including repurchase options and obligations as of September 30, 2021: Vessel End of lease term Date of next repurchase option Repurchase price at next repurchase option date Repurchase obligation at end of lease term Eskimo $ November 2025 $ November 2021 $ 189,100 $ 128,250 Nanook September 2030 December 2021 202,116 94,179 Penguin December 2025 December 2021 92,761 63,040 Celsius March 2027 March 2022 98,290 45,000 A summary of payment obligations under the bareboat charters with the lessor VIEs as of September 30, 2021, are shown below: Vessel Remaining 2021 2022 2023 2024 2025 _ 2026+ Eskimo $ 3,353 $ - $ - $ - $ - $ - Nanook 5,477 21,561 20,964 20,390 19,768 85,754 Penguin 2,955 11,663 11,322 10,962 8,002 - Celsius 3,976 15,574 15,023 14,484 13,922 12,753 The payment obligation table above includes variable rental payments due under the lease based on an assumed LIBOR plus margin but excludes the repurchase obligation at the end of lease term. The assets and liabilities of these lessor VIEs that most significantly impact the condensed consolidated balance sheet as of September 30, 2021 are as follows: Eskimo Nanook Penguin Celsius Assets Restricted cash $ - $ 19,533 $ 9,690 $ 24,924 Liabilities Long-term interest bearing debt - current portion $ 152,004 $ - $ 18,813 $ 5,870 Long-term interest bearing debt - non-current portion - 202,006 77,738 110,336 16 Table of Contents As a result of the Mergers, the most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statement of operations is an addition to interest expense of $ 15,263 and $ 8,628 for the three and nine months ended September 30, 2021, respectively. Upon assumption of the debt held by VIEs in conjunction with the Mergers, the Company recognized the liabilities assumed at fair value, and the amortization of the discount of $ 11,550 and $ 1,843 has been recognized as an addition to interest expense incurred of $ 3,713 and $ 6,785 for the three and nine months ended, respectively. The most significant impact of the lessor VIEs cash flows on the condensed consolidated statements of cash flows is net cash used in financing activities of $ 21,061 for the period subsequent to the completion of the Mergers. Other VIEs Hilli LLC The Company acquired an interest of 50 % of the common units of Hilli LLC (“Hilli Common Units”) as part of the acquisition of GMLP. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli. The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC. Thus, Hilli LLC has not been consolidated into the financial statements and has been recognized as an equity method investment. As of September 30, 2021 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity method investment of $ 363,543 and the outstanding portion of the Hilli Leaseback (defined below) which have been guaranteed by the Company. 6. Revenue recognition Operating revenue 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. Other revenue includes revenue for development services as well as interest income from the Company’s finance leases and other revenue. The table below summarizes the balances in Other revenue: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Development services revenue $ 25,264 $ 51,974 $ 125,924 $ 79,540 Interest income and other revenue 12,347 1,021 22,617 2,872 Total other revenue $ 37,611 $ 52,995 $ 148,541 $ 82,412 Development services revenue recognized in the three and nine months ended September 30, 2021 included $ 25,264 and $ 114,654 , respectively, for the customer’s use of natural gas as part of commissioning their assets. 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, 2021 and December 31, 2020, receivables related to revenue from contracts with customers totaled $ 126,783 and $ 76,431 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 130 and $ 98 , respectively. Other items included in Receivables, net not related to revenue from contracts with customers represent leases which are accounted for outside the scope of ASC 606 and receivables associated with reimbursable costs. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be satisfied during the next 12 months, and the contract liabilities are classified within Other current liabilities on the condensed consolidated balance sheets. 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, 2021 and December 31, 2020 are detailed below: September 30, 2021 December 31, 2020 Contract assets, net - current $ 7,310 $ 4,029 Contract assets, net - non-current 38,554 30,434 Total contract assets, net $ 45,864 $ 34,463 Contract liabilities $ 2,371 $ 8,399 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 6,340 $ 6,542 17 Table of Contents Contract assets are presented net of expected credit losses of $ 530 and $ 376 as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, contract assets was comprised of $ 45,513 and $ 6,821 of unbilled receivables, respectively, that represent unconditional rights to payment only subject to the passage of time. 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, 2021, the Company has capitalized $ 11,132 , of which $ 604 of these costs is presented within Other current assets and $ 10,528 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. In the first quarter of 2020, the Company began delivery under the agreement and started recognizing these costs on a straight-line basis over the expected term of the agreement. Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. 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. 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 represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2021 $ 67,761 2022 474,995 2023 515,235 2024 511,719 2025 503,099 Thereafter 8,446,430 Total $ 10,519,239 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 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. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements The Company’s vessel charters of LNG carriers and FSRUs can take the form of operating or finance leases. Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within Note 14 Property, plant and equipment, net. The following is the carrying amount of property, plant and equipment that is leased to customers under operating leases: September 30, 2021 December 31, 2020 Property, plant and equipment $ 1,274,293 $ 18,394 Accumulated depreciation ( 20,128 ) ( 932 ) Property, plant and equipment, net $ 1,254,165 $ 17,462 18 Table of Contents The components of lease income from vessel operating leases for the three and nine months ended September 30, 2021 were as follows: Three Months Ended Nine Months Ended September 30, 2021 September 30 , 2021 Operating lease income $ 74,069 $ 136,095 Variable lease income 3,096 4,466 Total operating lease income $ 77,165 $ 140,561 The Company’s charter of the Nanook to CELSE and certain equipment leases provided in connection with the supply of natural gas or LNG are accounted for as finance leases. The Company recognized interest income of $ 11,607 and $ 21,288 for the three months and nine months ended September 30, 2021, respectively, related to the finance lease of the Nanook included within Other revenue in the condensed consolidated statements of operations and comprehensive loss. The Company recognized revenue of $ 1,491 and $ 2,656 for the three months and nine months ended September 30, 2021, respectively, related to the operation and services agreement within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2021, there were outstanding balances due from CELSE of $ 6,183 , of which $ 4,210 is recognized in Receivables, net and a loan to CELSE of $ 1,973 is recognized in Prepaid expenses and other current assets, net on the condensed consolidated balance sheets. CELSE is an affiliate due to the equity method investment held in CELSE’s parent, CELSEPAR, and as such, these transactions and balances are related party in nature. The following table shows the expected future lease payments as of September 30, 2021, for the remainder of 2021 through 2025 and thereafter: Future cash receipts Financing Leases Operating Leases Remainder of 2021 $ 12,478 $ 64,827 2022 49,951 244,239 2023 50,616 144,375 2024 51,442 105,572 2025 51,876 25,961 Thereafter 1,104,102 - Total minimum lease receivable $ 1,320,465 $ 584,974 Unguaranteed residual value 107,000 Gross investment in sales-type lease $ 1,427,465 Less: Unearned interest income 818,758 Less: Current expected credit losses 1,546 Net investment in leased vessel $ 607,161 Current portion of net investment in leased asset $ 3,499 Non-current portion of net investment in leased asset 603,662 7. Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. 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; 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. 19 Table of Contents As of September 30, 2021 and December 31, 2020, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: September 30, 2021 December 31, 2020 Operating right-of-use-assets $ 126,424 $ 141,347 Finance right-of-use-assets (1) 19,517 - Total right-of-use assets $ 145,941 $ 141,347 Current lease liabilities: Operating lease liabilities $ 28,871 $ 35,481 Finance lease liabilities 3,138 - Total current lease liabilities $ 32,009 $ 35,481 Non-current lease liabilities: Operating lease liabilities $ 80,736 $ 84,323 Finance lease liabilities 12,585 - Total non-current lease liabilities $ 93,321 $ 84,323 (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $ 289 as of September 30, 2021 . 20 Table of Contents For the three and nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fixed lease cost $ 9,450 $ 11,160 $ 30,231 $ 28,024 Variable lease cost 221 1,054 1,417 1,767 Short-term lease cost 523 473 2,752 1,088 Lease cost - Cost of sales $ 7,954 $ 10,690 $ 27,983 $ 26,150 Lease cost - Operations and maintenance 486 619 1,592 1,447 Lease cost - Selling, general and administrative 1,754 1,378 4,825 3,282 For the three and nine months ended September 30, 2021, the Company has capitalized $ 5,297 and $ 8,809 of lease costs, respectively, 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 transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory. Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases. For the three and nine months ended September 30, 2021, the Company recognized interest expense related to finance leases of $ 152 and $ 202 , respectively, which are included within Interest expense, net in the condensed consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2021, the Company recognized amortization of the right-of-use asset related to finance leases of $ 228 and $ 289 , respectively, which are included within Depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. 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, 2021 and 2020 : Nine Months Ended September 30, 2021 2020 Operating cash outflows for operating lease liabilities $ 26,905 $ 32,230 Financing cash outflows for finance lease liabilities 1,092 - Right-of-use assets obtained in exchange for new operating lease liabilities 7,377 172,053 Right-of-use assets obtained in exchange for new finance lease liabilities 19,805 - 21 Table of Contents T he future payments due under operating and finance leases as of September 30, 2021 are as follows : Operating Leases Financing Leases Due remainder of 2021 $ 9,788 $ 1,218 2022 33,540 3,449 2023 26,868 3,519 2024 20,496 3,538 2025 12,085 3,538 Thereafter 61,417 2,883 Total Lease Payments $ 164,194 $ 18,145 Less: effects of discounting 54,587 2,422 Present value of lease liabilities $ 109,607 $ 15,723 Current lease liability $ 28,871 $ 3,138 Non-current lease liability 80,736 12,585 As of September 30, 2021, the weighted-average remaining lease term for operating leases was 8.4 years and finance leases was 5.4 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, 2021 was 8.5 %. The weighted average discount rate associated with finance leases as of September 30, 2021 was 5.1 % . The Company has entered into several leases for ISO tanks that have not commenced as of September 30, 2021 with noncancelable terms of 5 years and including fixed payments of approximately $ 6.3 million. 8. Financial instruments Interest rate and currency risk management In connection with the Mergers, the Company has acquired financial instruments that GMLP and Hygo used to reduce the risk associated with fluctuations in interest rates and foreign exchange rates. Interest rate swaps are used to convert floating rate interest obligations to fixed rates, which from an economic perspective hedges the interest rate exposure. The Company also acquired a cross currency interest rate swap to manage interest rate exposure on the Debenture Loan and the foreign exchange rate exposure on the US dollar cash flows from the charter of the Nanook to CELSE that guarantees the repayments of the Brazilian Real-denominated Debenture Loan. The Company does not hold or issue instruments for speculative or trading purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. The following table summarizes the terms of interest rate and cross currency interest rate swaps as of September 30, 2021: Instrument Notional Amount Maturity Dates Fixed Interest Rate Forward Foreign Exchange Rate Interest rate swap: Receiving floating, pay fixed $ 372,750,000 March 31, 2026 _ 2.86 % N/A Cross currency interest rate swap - Debenture Loan, due 2024 BRL 230,100,142 September 2024 _ 5.90 % _ 5.424 The mark-to-market gain or loss on our interest rate and foreign currency swaps that are not designated as hedges for accounting purposes for the period are reported in the condensed consolidated statements of operations and comprehensive loss in Other (income) expense, net . Fair value 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: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. 22 Table of Contents • Level 3 - unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • 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 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, including those that are measured at fair value, as of September 30, 2021 and December 31, 2020: _ Fair Value Hierarchy September 30, 2021 Carrying Value September 30, 2021 Fair Value December 31, 2020 Carrying Value December 31, 2020 Fair Value Valuation Technique Non-Derivatives: Cash and cash equivalents Level 1 $ 224,383 $ 224,383 $ 601,522 $ 601,522 Market approach Restricted cash Level 1 110,217 110,217 27,814 27,814 Market approach Investment in equity securities Level 1 12,421 12,421 256 256 Market approach Investment in equity securities Level 3 1,849 1,849 1,000 1,000 Market approach Long-term debt (1) Level 2 3,888,894 3,685,935 1,250,000 1,327,488 Market approach Derivatives: Derivative liability (2)(3) Level 3 31,803 31,803 10,716 10,716 Income approach Equity agreement (3)(4) Level 3 18,893 18,893 22,768 22,768 Income approach Interest rate swap liability (5)(6) Level 2 28,046 28,046 - - Income approach (1) Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets, and is presented in the above table gross of deferred financing costs of $ 41,483 and $ 10,439 as of September 30, 2021 and December 31, 2020, respectively. (2) Consideration due to the sellers in assets acquisitions when certain contingent events occur. The liability associated with the derivative liabilities is recorded within Other long-term liabilities on the condensed consolidated balance sheets. (3) 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. (4) To be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received for the facility in development in Shannon, Ireland. The liability associated with the equity agreement is recorded within Other current liabilities on the condensed consolidated balance sheets. (5) Interest rate swap liability and cross currency interest rate swap liability is presented within Other current liabilities on the condensed consolidated balance sheet s . (6) The fair value of certain derivative instruments, including interest rate swaps, is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, finance lease receivables and accounts payable approximated their fair value as of September 30, 2021 and December 31, 2020. As part of the Hygo Merger, the Company assumed liabilities for payments due to sellers in asset acquisitions completed prior to the Hygo Merger, and these liabilities are reflected as derivative liabilities. Activity during the nine months ended September 30, 2021 also included the recognition of additional derivative liabilities from transactions accounted for as asset acquisitions of $ 10,520 (Note 4). During the three and nine months ended September 30, 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 table below summarizes the fair value adjustment to instruments measured at Level 3 in the fair value hierarchy, the derivative liability and equity agreement, as well as the cross currency interest rate swap and the interest rate swap. These adjustments have been recorded within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020 : Three Months Ended September 30, Nine Months Ended September 30 , 2021 2020 2021 2020 Derivative liability/Equity agreement - Fair value adjustment - Loss (Gain) $ 155 $ 2,892 $ ( 558 ) $ 2,598 Interest rate swap - Fair value adjustment - Loss (gain) 227 - ( 119 ) - Cross currency interest rate swap - Fair value adjustment - Loss (gain) 4,051 - ( 1,962 ) - 23 Table of Contents Under the Company’s interest rate swap, the Company is required to provide cash collateral, and as of September 30, 2021, $ 12,500 of cash collateral is presented as restricted cash on the condensed consolidated balance sheets . 9. Restricted cash As of September 30, 2021 and December 31, 2020, restricted cash consisted of the following: September 30, 2021 December 31, 2020 Cash held by lessor VIEs $ 54,147 $ - Collateral for interest rate swaps 12,500 - Collateral for performance under customer agreements 15,000 15,000 Collateral for LNG purchases - 11,664 Collateral for letters of credit and performance bonds 27,814 900 Other restricted cash 756 250 Total restricted cash $ 110,217 $ 27,814 Current restricted cash $ 72,338 $ 12,814 Non-current restricted cash 37,879 15,000 Restricted cash does not include minimum consolidated cash balances of $ 30,000 required to be maintained as part of the financial covenants for sale and leaseback financings and the Vessel Term Loan Facility that is included in Cash and cash equivalents on the condensed consolidated balance sheets as of September 30, 2021. 10. Inventory As of September 30, 2021 and December 31, 2020, inventory consisted of the following: September 30, 2021 December 31, 2020 LNG and natural gas inventory $ 66,660 $ 13,986 Automotive diesel oil inventory 4,659 3,986 Bunker fuel, materials, supplies and other 11,071 4,888 Total inventory $ 82,390 $ 22,860 Inventory is adjusted to the lower of cost or net realizable value each quarter. 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 nine months ended September 30, 2021 and 2020. 11. Prepaid expenses and other current assets As of September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: September 30, 2021 December 31, 2020 Prepaid LNG $ 6,143 $ 11,987 Prepaid expenses 10,710 4,941 Due from affiliates 2,919 1,881 Other current assets 55,830 29,461 Total prepaid expenses and other current assets, net $ 75,602 $ 48,270 Other current assets as of September 30, 2021 and December 31, 2020 primarily consists of receivables for recoverable taxes and deposits. 24 Table of Contents 12. Equity method investments As a result of the Mergers, the Company acquired investments in Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”) and Hilli LLC, both of which have been recognized as equity method investments. The Company has a 50 % ownership interest in both entities. The investments are reflected in the Terminals and Infrastructure and Ships segments, respectively. Changes in the balance of the Company’s equity method investments is as follows: September 30, 2021 Equity method investments as of December 31, 2020 $ - Acquisition of equity method investments in the Mergers 1,179,021 Dividends ( 14,259 ) Equity in earnings / losses of investees 22,958 Foreign currency translation adjustment 40,271 Equity method investments as of September 30, 2021 $ 1,227,991 The carrying amount of equity method investments as of September 30 , 2021 is as follows: September 30, 2021 Hilli LLC $ 363,543 CELSEPAR 864,448 Total $ 1,227,991 As of September 30, 2021 , the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $ 930,071 . In conjunction with the preliminary purchase accounting for the Mergers, the basis difference was allocated to tangible assets, identifiable intangible assets, liabilities and goodwill, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining estimated useful lives of the underlying assets. CELSEPAR CELSEPAR is jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounts for this 50 % investment using the equity method. CELSEPAR owns 100 % of the share capital of Centrais Elétricas de Sergipe S.A. (“CELSE”), the owner and operator of the Sergipe Power Plant. Hilli LLC The Company acquired an interest of 50 % of the Hilli Common Units as part of the acquisition of GMLP. The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units. The Company did not acquire any of the Series A Special Units or Series B Special Units. The Hilli Common Units provide the Company with significant influence over Hilli LLC. The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A. and Société Nationale des Hydrocarbures. Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, shall determine the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC shall make a distribution to the unitholders of Hilli LLC (“Hilli Unitholders”) of the available cash, subject to such reserves. Hilli LLC shall make distributions to the Hilli Unitholders when, as and if declared by GLNG; provided, however, that no distributions may be made on the Hilli Common Units on any distribution date unless Series A Distributions and Series B Distributions for the most recently ended quarter and any accumulated Series A Distributions and Series B Distributions in arrears for any past quarter have been or contemporaneously are being paid or provided for. Series A Distributions are calculated based on cash received by Hilli Corp for any tolling fees under the LTA relating to an increase in the Brent Crude price above $ 60 per barrel, adjusted by incremental taxes and costs that arise from underperformance of the Hilli . Series B Distributions are calculated as 95 % of “Revenues Less Expenses”, which is based on the cash receipts as a direct result of the employment of more than the first 50 % of LNG production capacity for the Hilli , adjusted for incremental operating expenses, capital costs, financing and tax costs associated with making more than 50 % capacity available and costs that arise from underperformance. The Hilli Common Units may receive 5 % of Revenues less Expenses received by Hilli Corp during such quarter. 25 Table of Contents The Company is required to reimburse other investors in Hilli LLC for 50 % of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are below an annual threshold for up to $ 20,000 in the aggregate through 2026 . Other investors are required to reimburse the Company for 50 % of the amount, if any, by which certain operating expenses and withholding taxes are above an annual threshold for up to $ 20,000 in the aggregate through 2026 . No operating expense reimbursements were included in distributions for the period after the GMLP Merger. Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015 , with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Leaseback”). The Hilli Leaseback provided for postconstruction financing for the Hilli in the amount of $ 960 million. Under the Hilli Leaseback, Hilli Corp will pay to Fortune forty consecutive equal quarterly repayments of 1.375 % of the construction cost, plus interest based on LIBOR plus a margin of 4.15 % . 13. Construction in progress The Company’s construction in progress activity during the nine months ended September 30, 2021 is detailed below: September 30, 2021 Balance at beginning of period $ 234,037 Acquisition of construction in progress from business combinations 128,625 Additions 608,043 Impact of change in FX rates 9,803 Transferred to property, plant and equipment, net or finance leases ( 6,628 ) Balance at end of period $ 973,880 Interest expense of $ 18,924 and $ 22,441 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2021 and 2020, respectively . 14. Property, plant and equipment, net As of September 30, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following: September 30, 2021 December 31, 2020 Vessels $ 1,441,211 $ - Terminal and power plant equipment 189,472 188,855 CHP facilities 122,776 119,723 Gas terminals 120,810 120,810 ISO containers and other equipment 120,041 100,137 LNG liquefaction facilities 63,213 63,213 Gas pipelines 58,987 58,974 Land 16,714 16,246 Leasehold improvements 9,256 8,723 Accumulated depreciation ( 116,792 ) ( 62,475 ) Total property, plant and equipment, net $ 2,025,688 $ 614,206 Depreciation for the three months ended September 30, 2021 and 2020 totaled $ 23,929 and $ 9,370 , respectively, of which $ 322 and $ 212 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. Depreciation for the nine months ended September 30, 2021 and 2020 totaled $ 55,070 and $ 22,120 , respectively, of which $ 898 and $ 662 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. Capitalized drydocking costs of $ 6,573 are included in the vessel cost for September 30, 2021 which are depreciated from the completion of drydocking until the next expected dry docking. 26 Table of Contents 15. Intangible assets The following table summarizes the composition of intangible assets as of September 30, 2021 and December 31, 2020: September 30, 2021 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Favorable vessel charter contracts $ 120,000 $ ( 18,974 ) $ - $ 101,026 3 Permits and development rights 49,285 ( 3,643 ) 145 45,787 40 Acquired power purchase agreements 16,585 - 1,028 17,613 17 Easements 1,559 ( 229 ) - 1,330 30 Indefinite-lived intangible assets Easements 1,191 - 17 1,208 n/a Total intangible assets $ 188,620 $ ( 22,846 ) $ 1,190 $ 166,964 December 31, 2020 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Permits $ 42,441 $ ( 2,438 ) $ 3,456 $ 43,459 40 Easements 1,559 ( 190 ) - 1,369 30 Indefinite-lived intangible assets Easements 1,191 - 83 1,274 n/a Total intangible assets $ 45,191 $ ( 2,628 ) $ 3,539 $ 46,102 In conjunction with the Mergers, the Company acquired charter contracts with contractual rates that were favorable as compared to market rates and on the date of acquisition recognized intangible assets of $ 120,000 . 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 4. Acquisitions). As of September 30, 2021 and December 31, 2020, the weighted-average remaining amortization periods for the intangible assets were 12.7 and 37.5 years, respectively. Amortization expense for the three months ended September 30, 2021 and 2020 totaled $ 7,334 and $ 309 , respectively. Amortization expense was $ 13,550 and $ 861 for the nine months ended September 30, 2021 and 2020, respectively. 16. Other non-current assets As of September 30, 2021 and December 31, 2020, Other non-current assets consisted of the following: September 30, 2021 December 31, 2020 Nonrefundable deposit $ 30,335 $ 28,509 Contract asset, net (Note 6) 38,554 30,434 Cost to fulfill (Note 6) 10,528 10,688 Upfront payments to customers 9,934 6,330 Other 31,791 10,069 Total other non-current assets, net $ 121,142 $ 86,030 Nonrefundable deposits are primarily related to deposits for planned land purchases in Pennsylvania and Ireland. 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. Other includes investments in equity securities of $ 14,270 and $ 1,256 as of September 30, 2021 and December 31, 2020. The Company recognized unrealized gains of $ 7,176 and $ 7,264 for the three and nine months ended September 30, 2021 within Other (income), net in the condensed consolidated statements of operations and comprehensive loss. Other also includes upfront payments to our service providers and a long-term refundable deposit. 27 Table of Contents 17. Accrued liabilities As of September 30, 2021 and December 31, 2020, accrued liabilities consisted of the following: September 30, 2021 December 31, 2020 Accrued development costs $ 52,646 $ 16,631 Accrued interest 15,235 27,938 Accrued consideration in asset acquisitions 18,660 - Accrued bonuses 19,517 17,344 Accrued vessel operating and drydocking expenses 12,601 - Other accrued expenses 40,645 28,439 Total accrued liabilities $ 159,304 $ 90,352 18 . Debt As of September 30, 2021 and December 31, 2020, debt consisted of the following: September 30, 2021 December 31, 2020 Senior Secured Notes, due September 15, 2025 $ 1,240,677 $ 1,239,561 Senior Secured Notes, due September 30, 2026 1,477,638 - Vessel Term Loan Facility, due September 18, 2024 423,839 - Debenture loan due 2024 42,126 - CHP Facility 96,364 - Revolving Facility - - Subtotal (excluding lessor VIE loans) 3,280,644 1,239,561 CMBL VIE loan: Golar Eskimo SPV facility, due 2025 152,004 - CCBFL VIE loan: Golar Nanook SPV facility, due 2030 202,006 - COSCO VIE loan: Golar Penguin SPV facility, due 2025 96,551 - AVIC VIE loan: Golar Celsius SPV facility, due 2023 / 2027 116,206 - Total debt $ 3,847,411 $ 1,239,561 Current portion of long-term debt $ 249,752 $ - Long-term debt 3,597,659 1,239,561 28 Table of Contents Our outstanding debt as of September 30, 2021 is repayable as follows: September 30, 2021 Due remainder of 2021 $ 171,850 2022 88,261 2023 135,039 2024 323,689 2025 1,322,536 2026 1,509,874 Thereafter 339,219 Total debt 3,890,468 Add: fair value adjustments to assumed debt obligations ( 1,574 ) Less: deferred finance charges ( 41,483 ) Total debt, net deferred finance charges $ 3,847,411 2025 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 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, together with cash on hand, to repay in full the outstanding principal and interest under previously existing credit agreements and secured and unsecured bonds, including related premiums, costs and expenses. 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 previous 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 previous credit agreement was a modification, in the third quarter of 2020, the Company recognized $ 4,028 of third-party fees as an expense 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 $ 4,566 . As of September 30, 2021 and December 31, 2020, remaining unamortized deferred financing costs for the 2025 Notes was $ 9,323 and $ 10,439 , respectively. 2026 Notes On April 12, 2021, the Company issued $ 1,500,000 of 6.50 % senior secured notes in a private offering pursuant to Rule 144 A under the Securities Act (the “ 2026 Notes”) at an issue price equal to 100 % of principal. Interest is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2021 ; no principal payments are due until maturity on September 30, 2026 . The Company may redeem the 2026 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. 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. In connection with the issuance of the 2026 Notes, the Company incurred $ 24,588 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2026 Notes on the condensed consolidated balance sheets. As of September 30, 2021, total remaining unamortized deferred financing costs for the 2026 Notes was $ 22,362 . 29 Table of Contents Vessel Term Loan Facility On September 18, 2021, Golar Partners Operating LLC, an indirect subsidiary of NFE, closed a senior secured amortizing term loan facility (the “Vessel Term Loan Facility”). Under this facility, the Company borrowed an initial amount of $ 430,000 , which may be increased to $ 725,000 , subject to satisfaction of certain conditions including the provision of security in relation to additional vessels. Loans under the Vessel Term Loan Facility bear interest at a rate of LIBOR plus a margin of 3 percent. The Vessel Term Loan Facility shall be repaid in quarterly installments of $ 15,357 , with the final repayment date in September 2024 . Quarterly principal payments will be increased to reflect any upsize of the Vessel Term Loan Facility to reflect a straight-line amortization profile over the remaining term. Obligations under the Vessel Term Loan Facility are guaranteed by GMLP and certain of GMLP’s subsidiaries. Lenders have been granted a security interest covering three floating storage and regasification vessels and four liquified natural gas carriers, and the issued and outstanding shares of capital stock of certain GMLP subsidiaries have been pledged as security. As of September 30, 2021, the aggregate net book value of the three floating storage and regasification vessels and four liquified natural gas carriers pledged as security was approximately $ 666,674 . The Company may prepay outstanding indebtedness without penalty, and certain events, such as (i) total loss; (ii) minimum security value; (iii) the sale or transfer of certain vessels; or (iv) the termination of the charter over the Hilli, will require a mandatory prepayment. The Vessel Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants, including financial covenants, chartering restrictions, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. Financial covenants include requirements that GMLP and Golar Partners Operating LLC maintain a certain amount of Free Liquid Assets, that the EBITDA to Consolidated Debt Service and the Net Debt to EBITDA ratios are no less than 1.15 :1 and no greater than 6.50 :1, respectively, and that Consolidated Net Worth is greater than $ 250,000 , each as defined in the Vessel Term Loan Facility. The Company was in compliance with these covenants as of September 30, 2021. In connection with the closing the Vessel Term Loan Facility, the Company incurred $ 6,229 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the Vessel Term Loan Facility on the condensed consolidated balance sheets. As of September 30, 2021, total remaining unamortized deferred financing costs for the Vessel Term Loan Facility was $ 6,161 . Debenture Loan As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures issued by NFE Brasil, an indirect subsidiary of Hygo, in the aggregate principal amount of BRL 255.6 million ($ 45.0 million) due September 2024 , bearing interest at a rate equal to the one-day interbank deposit futures rate in Brazil plus 2.65 % (the “Debenture Loan”). The Debenture Loan was recognized at fair value of $ 44,566 on the date of the Hygo Merger, and the discount recognized in purchase accounting will result in additional interest expense until maturity. Interest and principal is payable on the Debenture Loan semi-annually on September 13 and March 13. The Debenture Loan is fully and unconditionally guaranteed by 100 % of the shares issued by NFE Brasil owned by the Company’s consolidated subsidiary, LNG Power Ltd. CHP Facility On August 3, 2021, NFE South Power Holdings Limited, a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP Facility”), initially drawing $ 100,000 . The CHP Facility is secured by the Company’s combined heat and power plant in Clarendon, Jamaica. The Company incurred $ 3,651 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the CHP Facility on the condensed consolidated balance sheets. As of September 30, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $ 3,636 . 30 Table of Contents Revolving Facility On April 15, 2021, the Company entered into a $ 200,000 senior secured revolving facility (the “Revolving Facility”). The proceeds of the Revolving Facility may be used for working capital and other general corporate purposes (including permitted acquisitions and other investments). Letters of credit issued under the $ 100,000 letter of credit sub-facility may be used for general corporate purposes. The Revolving Facility will mature in 2026, with the potential for the Company to extend the maturity date once in a one-year increment. Borrowings under the Revolving Facility will bear interest at a per annum rate equal to LIBOR plus 2.50 % if the usage under the Revolving Facility is equal to or less than 50 % of the commitments under the Revolving Facility and LIBOR plus 2.75 % if the usage under the Revolving Facility is in excess of 50 % of the commitments under the Revolving Facility, subject in each case to a 0.00 % LIBOR floor. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium. The obligations under the Revolving Facility are guaranteed by each domestic subsidiary and foreign subsidiary that is a guarantor under the existing 2025 Notes, and the Revolving Facility is secured by substantially the same collateral as the Company’s existing first lien obligations under the 2025 Notes. The Revolving Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. Financial covenants include requirements to maintain Debt to Capitalization Ratio of less than 0.7 :1.0, and for quarters in which the Revolving Facility is greater than 50 % drawn, the Debt to Annualized EBITDA Ratio must be less than 5.0 :1.0 for fiscal quarters ending December 31, 2021 until September 30, 2023 and less than 4.0 :1.0 for the fiscal quarter ended December 31, 2023 (each as defined in the Revolving Facility). The Company was in compliance with these covenants as of September 30, 2021. The Company incurred $ 3,974 in origination, structuring and other fees, associated with entry into the Revolving Facility. These costs have been capitalized within Other non-current assets on the condensed consolidated balance sheets. As of September 30, 2021, total remaining unamortized deferred financing costs for the Revolving Facility was $ 3,658 . During the second and third quarters of 2021, the Company drew $ 152,500 and $ 47,500 on the Revolving Facility, respectively. During the third quarter of 2021, the Company repaid the amounts outstanding on the Revolving Facility, and as of September 30, 2021, there are no amounts outstanding. Lessor VIE debt The Company assumed the following loans in the Mergers related to lessor VIE entities, including CMBL, CCBFL, COSCO and AVIC, that are consolidated as VIEs. Although the Company has no control over the funding arrangements of these entities, the Company is the primary beneficiary of these VIEs and therefore these loan facilities are presented as part of the condensed consolidated financial statements. CMBL – Eskimo SPV facility The SPV, Sea 23 Leasing Co. Limited, the owner of the Eskimo, has a long-term loan facility that is denominated in USD, has a loan term of ten years and bears interest at a rate of LIBOR plus a margin of 2.66 %. As of the acquisition date of GMLP, the outstanding principal balance was $ 160,520 , and the Company recognized the fair value of this facility of $ 158,072 on the date of the Mergers. The discount recognized in purchase accounting will be recognized as additional interest expense until maturity. CCBFL – Nanook SPV facility The SPV, Compass Shipping 23 Corporation Limited, the owner of the Nanook, has a long-term loan facility that is denominated in USD, has a loan term of twelve years and bears interest at a fixed rate of 2.7 %. As of the acquisition date of Hygo, the outstanding principal balance was $ 202,249 , and the Company recognized the fair value of this facility of $ 201,484 on the date of the Mergers. The discount recognized in purchase accounting will be recognized as additional interest expense until maturity. COSCO – Penguin SPV facility The SPV, Oriental Fleet LNG 02 Limited, the owner of the Penguin, has a long-term loan facility that is denominated in USD, is repayable in quarterly installments over a term of approximately six years and bears interest at LIBOR plus a margin of 1.7 %. The SPV also has amounts payable to its parent. As of the acquisition date of Hygo, the outstanding principal balance was $ 104,882 , and the Company recognized the fair value of this facility and the amount due to the parent of $ 105,126 on the date of the Mergers. The premium recognized in purchase accounting will result in a reduction to interest expense until maturity. 31 Table of Contents AVIC – Celsius SPV facility The SPV, Noble Celsius Shipping Limited, the owner of the Celsius, has two long-term loan facilities that are denominated in USD. The first facility is repayable in quarterly installments over a term of approximately seven years with a balloon payment of $ 37,179 at the end of the term and bears interest at LIBOR plus a margin of 1.8 %; the outstanding principal balance as of the acquisition date of this facility was $ 76,179 . The SPV has another facility with its parent for the remaining principal of $ 45,200 as of the acquisition date, which is due as a balloon payment upon maturity in March 2023 and bears interest at a fixed rate of 4.0 % . As of the acquisition date of Hygo, the total outstanding principal balance was $ 121,379 , and the Company recognized the fair value of this facility and the amount due to the parent of $ 121,308 on the date of the Mergers. The discount recognized in purchase accounting will be recognized as additional interest expense until maturity. Debt and lease restrictions The VIE loans and certain lease agreements with customers assumed in the Mergers contain certain operating and financing restrictions and covenants that require: (a) certain subsidiaries to maintain a minimum level of liquidity of $ 30,000 and consolidated net worth of $ 123,950 , (b) certain subsidiaries to maintain a minimum debt service coverage ratio of 1.20 :1, (c) certain subsidiaries to not exceed a maximum net debt to EBITDA ratio of 6.5 :1, (d) certain subsidiaries to maintain a minimum percentage of the vessel values over the relevant outstanding loan facility balances of either 110 % and 120 %, (e) certain subsidiaries to maintain a ratio of liabilities to total assets of less than 0.70 :1. As of September 30, 2021, the Company was in compliance with all covenants under debt and lease agreements. The Company has also entered into an Uncommitted Letter of Credit and Reimbursement Agreement with a financial institution for the issuance of letters of credit. As of September 30, 2021, the Company had issued $ 75,000 of letters of credit under this agreement. The Company is required to comply with affirmative and negative covenants customary for such facilities, including financial covenants that are consistent with those under the Revolving Facility. The Company was in compliance with all covenants as of September 30, 2021. Interest Expense Interest and related amortization of debt issuance costs, premiums and discounts 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, 2021 and 2020 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest per contractual rates $ 53,140 $ 19,936 $ 120,445 $ 58,576 Amortization of fair value adjustments to assumed debt obligations 12,207 - 1,912 - Amortization of debt issuance costs, premiums and discounts 1,710 4,416 4,122 14,766 Interest expense incurred on finance lease obligations 152 - 202 - Total interest costs $ 67,209 $ 24,352 $ 126,681 $ 73,342 Capitalized interest 9,614 4,539 18,924 22,441 Total interest expense $ 57,595 $ 19,813 $ 107,757 $ 50,901 19. Income taxes As a result of the Mergers, the Company recognized deferred tax liabilities to reflect the impact of fair value adjustments, primarily the increased value of equity method investments, which did not impact tax basis. The Company acquired tax attribute carryforwards including net operating losses in certain jurisdictions for which net deferred tax assets have not been recognized as a result of cumulative losses and the developmental status of the entities. The effective tax rate for the three months ended September 30, 2021 was ( 24.75 )%, compared to ( 5.27 )% for the three months ended September 30, 2020. The total tax provision for the three months ended September 30, 2021 was $ 3,526 , compared to $ 1,836 for the three months ended September 30, 2020. The effective tax rate for the nine months ended September 30, 2021 was ( 13.58 )%, compared to ( 0.75 )% for the nine months ended September 30, 2020. The total tax provision for the nine months ended September 30, 2021 was $ 7,058 , compared to $ 1,949 for the nine months ended September 30, 2020. The calculation of the effective tax rate for the period after the Mergers includes income from equity method investments recognized for the three and nine months ended September 30, 2021. The increases to the tax provision and effective tax rate for both the three and nine months ended September 30, 2021 was primarily driven by an increase in pretax income for certain profitable non-U.S. operations and the inclusion of GMLP and Hygo into expected pre-tax results of operations for the year ended December 31, 2021. Tax expense recognized includes the results of the acquired entities from the date of acquisition through September 30, 2021. For the nine months ended September 30, 2021, these increases in tax expense were partially offset by the release of a valuation allowance in a foreign jurisdiction resulting in a discrete benefit of $ 1,800 . The Company assumed a liability for tax contingencies in the Mergers of $ 19,382 primarily related to potential tax obligations for payments under certain charter agreements for acquired vessels; this liability is included in Other current liabilities on the condensed consolidated balance sheets. The Company has not recorded any other material liabilities for uncertain tax positions as of September 30, 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. 32 Table of Contents 20. Commitments and contingencies Legal proceedings and claims The Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business, and the Company has evaluated the contingencies that have been assumed in conjunction with the Mergers. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In conjunction with the Mergers, the Company has assumed contingencies for VAT in Indonesia. Indonesian tax authorities have issued letters to PTGI, a consolidated subsidiary, to revoke a previously granted VAT importation waiver for approximately $ 24,000 for the NR Satu . The Company does not believe it probable that a liability exists as no Tax Underpayment Assessment Notice has been received within the statute of limitations period, and the Company believes PTGI will be indemnified by PT Nusantara Regas, the charterer of the NR Satu , for any VAT liability as well as related interest and penalties under the time charter party agreement. Prior to the Mergers, Indonesian tax authorities also issued tax assessments for land and buildings tax to PTGI for the years 2015 to 2019 in relation to the NR Satu , for approximately $ 3,400 (IDR 48,378.3 million ). The Company intends to appeal against the assessments for the land and buildings tax as the tax authorities have not accepted the initial objection letter. The Company believes there are reasonable grounds for success on the basis of no precedent set from past case law and the new legislation effective prospectively from January 1, 2020 , that now specifically lists FSRUs as being an object liable to land and buildings tax, when it previously did not. The assessed tax was paid in January 2020 to avoid further penalties and the payment is presented in Other non-current assets on the condensed consolidated balance sheets. Prior to the Mergers, Jordanian tax authorities concluded their tax audit into GMLP’s Jordan branch for the years 2015 and 2016 assessing additional tax of approximately $ 1,600 (JOD 1.10 million ) and $ 3,100 (JOD 2.20 million ), respectively. The Company has submitted an appeal to the tax notice, and a provision has not been recognized as the Company does not believes that the tax inspector has followed the correct tax audit process and the claim by the tax authorities to not allow tax depreciation is contrary to Jordan’s tax legislation. 21. Earnings per share Three Months Ended September 30, Nine Months Ended September 30 , 2021 2020 2021 2020 Numerator: Net loss $ ( 17,769 ) $ ( 36,670 ) $ ( 59,012 ) $ ( 263,480 ) Less: net (income) loss attributable to non-controlling interests 7,963 312 5,259 81,163 Net loss attributable to Class A common stock ( 9,806 ) ( 36,358 ) ( 53,753 ) ( 182,317 ) Denominator: Weighted-average shares-basic and diluted 207,497,013 170,074,532 195,626,564 85,009,385 Net loss per share - basic and diluted $ ( 0.05 ) $ ( 0.21 ) $ ( 0.27 ) $ ( 2.14 ) 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, 2021 September 30, 2020 Unvested RSUs (1) 679,909 1,555,363 Shannon Equity Agreement shares (2) 684,962 478,654 Total 1,364,871 2,034,017 (1) Represents the number of instruments outstanding at the end of the period. (2) Class A common stock that would be issued in relation to the Shannon LNG Equity Agreement. The Company declared dividends of $ 17,598 , $ 20,736 and $ 20,750 during the first, second and third quarters of 2021, respectively, representing $ 0.10 per Class A share. The Company paid $ 17,657 , $ 20,670 and $ 20,686 of dividends during the first, second and third quarters of 2021, respectively, inclusive of dividends that were accrued in prior periods . A portion of non-controlling interest includes $ 140,259 attributable to GMLP’s 8.75 % Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”). As these equity interests have been issued by the Company’s consolidated subsidiary, the value of the Series A Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements. After the Mergers, the Company paid a dividend of $ 6,038 to holders of the Series A Preferred Units. 33 Table of Contents 22. Share-based compensation RSUs 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, 2021: Restricted Stock Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2020 1,538,060 $ 13.49 Granted - - Vested ( 818,846 ) 13.45 Forfeited ( 39,305 ) 13.73 Non-vested RSUs as of September 30 , 2021 679,909 $ 13.49 The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30 , 2021 2020 2021 2020 Operations and maintenance $ 207 $ 142 $ 641 $ 632 Selling, general and administrative 1,355 1,929 4,304 5,869 Total share-based compensation expense $ 1,562 $ 2,071 $ 4,945 $ 6,501 For the three months ended September 30, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $ 116 and $ 278 , respectively, was reversed . For the nine months ended September 30, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $ 173 and $ 827 , 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, 2021, the Company had 679,909 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 2,710 . 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 0.46 years as of September 30, 2021. Performance Share Units (“PSUs”) 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. As of September 30, 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. PSUs Granted Units Granted Range of Vesting Unrecognized Compensation Cost (1) Weighted Average Remaining Vesting Period Q1 2020 1,109,777 0 to 2,219,554 $ 30,467 0.25 years Q1 2021 400,507 0 to 801,014 31,932 1.25 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. 34 Table of Contents 23. Related party transactions Management services The Company is majority owned by Messrs. Edens (our chief executive officer and chairman of our Board of Directors) and Nardone (one of our Directors) who are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,352 and $ 1,749 for the three months ended September 30, 2021 and 2020, respectively, and $ 5,073 and $ 5,894 for the nine months ended September 30, 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 September 30, 2021 and December 31, 2020, $ 4,264 and $ 5,535 were due to Fortress, respectively. In addition to 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 $ 436 and $ 242 for the three months ended September 30, 2021 and 2020 , respectively, and $ 3,385 and $ 1,526 for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 , $ 598 and $ 472 was due to this affiliate, respectively. Land lease 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 $ 103 during the three months ended September 30, 2021 and 2020, and $ 332 and $ 309 during the nine months ended September 30, 2021 and 2020, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2021 and December 31, 2020, $ 0 and $ 316 was due to FECI, respectively. As of September 30, 2021, the Company has recorded a lease liability of $ 3,305 within Non-current lease liabilities on the condensed consolidated balance sheet. DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements. DevTech purchased 10 % of a note payable due to an affiliate of the Company. During the third quarter of 2021, the Company settled all outstanding amounts due under notes payable; the consulting agreement was also restructured to settle all previous amounts owed to DevTech and to include a royalty payment based on certain volumes sold in Jamaica. The Company paid $ 988 to settle these outstanding amounts. As of September 30, 2021 and December 31, 2020, $ 0 and $ 715 was owed to DevTech on the note payable; prior to settlement, the outstanding note payable due to DevTech was included in Other long-term liabilities on the condensed consolidated balance sheets. The interest expense on the note payable due to DevTech was $ 0 and $ 19 for the three months ended September 30, 2021 and 2020, respectively, and $ 29 and $ 57 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021 and December 31, 2020 , $ 0 and $ 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, 2021 and December 31, 2020, $ 352 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 and nine months ended September 30, 2021, $ 201 and $ 595 , respectively, of rent and office related expenses were incurred by this affiliate. As of September 30, 2021 and December 31, 2020, $ 595 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 $ 571 and $ 808 for the three months ended September 30, 2021 and 2020, respectively, and $ 2,048 and $ 1,657 for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020, $ 2,048 and $ 2,657 were due to Fortress affiliated entities, respectively. 35 Table of Contents Agency agreement with PT Pesona Sentra Utama (or PT Pesona) PT Pesona, an Indonesian company, owns 51 % of the issued share capital in the Company’s subsidiary, PTGI, the owner and operator of NR Satu , and provides agency and local representation services for the Company with respect to NR Satu . During the period after the Mergers, PT Pesona did not receive any agency fees. PT Pesona and certain of its subsidiaries charged vessel management fees to the Company for the provision of technical and commercial management of the vessels amounting to $ 61 and $ 187 for the three and nine months ended September 30, 2021, respectively. Hilli guarantees As part of the GMLP Merger, the Company agreed to assume a guarantee (the “Partnership Guarantee”) of 50 % of the outstanding principal and interest amounts payable by Hilli Corp under the Hilli Leaseback. The Company also assumed a guarantee of the letter of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA. Under the LOC Guarantee, the Company is severally liable for any outstanding amounts that are payable, up to approximately $ 19,000 . Subsequent to the GMLP Merger, under the Partnership Guarantee and the LOC Guarantee NFE’s subsidiary, GMLP, is required to comply with the following covenants and ratios: • free liquid assets of at least $ 30 million throughout the Hilli Leaseback period; • a maximum net debt to EBITDA ratio for the previous 12 months of 6.5 :1; and • a consolidated tangible net worth of $ 123.95 million. As of September 30, 2021, the amount the Company has guaranteed under the Partnership Guarantee and the LOC Guarantee is $ 364,500 , and the fair value of debt guarantee after amortization, presented under Other current liabilities and Other non-current liabilities on the condensed consolidated balance sheet, amounted to $ 5,286 and $ 3,549 , respectively. As of September 30, 2021 the Company was in compliance with the covenants and ratios for both Hilli guarantees. 24. Segments As of September 30, 2021, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Leased vessels as well as acquired vessels that are utilized in the Company’s terminal or logistics operations are included in this segment. • Ships includes FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements. FSRUs are stationed offshore for customer’s operations to regasify LNG; six of the FSRUs acquired in the Mergers are included in this segment, including the Nanook . LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally. Five of the LNG carriers acquired in the Mergers are included in this segment. The Company’s investment in Hilli LLC is also included in the Ships segment. The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. Terminals and Infrastructure Segment Operating Margin includes our effective share of revenue, expenses and segment operating margin attributable to our 50 % ownership of CELSEPAR. Ships Operating Margin includes our effective share of revenue, expenses and operating margin attributable to our ownership of 50 % of the common units of Hilli LLC. Management considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. 36 Table of Contents The table below presents segment information for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure⁽¹⁾ Ships ⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 349,140 $ 116,050 $ 465,190 $ ( 160,534 ) $ 304,656 Cost of sales 206,131 - 206,131 ( 70,699 ) 135,432 Vessel operating expenses - 21,210 21,210 ( 5,909 ) 15,301 Operations and maintenance 27,371 - 27,371 ( 7,227 ) 20,144 Segment Operating Margin $ 115,638 $ 94,840 $ 210,478 $ ( 76,699 ) $ 133,779 Balance sheet: Total assets⁽⁵⁾ $ 4,146,251 $ 2,518,836 $ 6,665,087 $ - $ 6,665,087 Other segmental financial information: Capital expenditures⁽⁵⁾ $ 292,982 $ 5,766 $ 298,748 $ - $ 298,748 Nine Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure⁽¹⁾ Ships⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 676,372 $ 211,812 $ 888,184 $ ( 214,005 ) $ 674,179 Cost of sales 406,253 - 406,253 ( 72,720 ) 333,533 Vessel operating expenses - 41,385 41,385 ( 10,684 ) 30,701 Operations and maintenance 67,266 - 67,266 ( 12,306 ) 54,960 Segment Operating Margin $ 202,853 $ 170,427 $ 373,280 $ ( 118,295 ) $ 254,985 Balance sheet: Total assets⁽⁵⁾ $ 4,146,251 $ 2,518,836 $ 6,665,087 $ - $ 6,665,087 Other segmental financial information: Capital expenditures⁽⁵⁾ $ 609,533 $ 6,799 $ 616,332 $ - $ 616,332 Three Months Ended September 30, 2020 (in thousands of $) Terminals and Infrastructure⁽¹⁾ Ships⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 136,858 $ - $ 136,858 $ - $ 136,858 Cost of sales 71,665 - 71,665 - 71,665 Vessel operating expenses - - - - - Operations and maintenance 13,802 - 13,802 - 13,802 Segment Operating Margin $ 51,391 $ - $ 51,391 $ - $ 51,391 Balance sheet: Total assets⁽⁵⁾ $ 1,399,813 $ - $ 1,399,813 $ - $ 1,399,813 Other segmental financial information: Capital expenditures⁽⁵⁾ $ 9,128 $ - $ 9,128 $ - $ 9,128 37 Table of Contents Nine Months Ended September 30, 2020 (in thousands of $) Terminals and Infrastructure⁽¹⁾ Ships⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 305,954 $ - $ 305,954 $ - $ 305,954 Cost of sales 209,780 - 209,780 - 209,780 Vessel operating expenses - - - - - Operations and maintenance 31,785 - 31,785 - 31,785 Segment Operating Margin $ 64,389 $ - $ 64,389 $ - $ 64,389 Balance sheet: Total assets⁽⁴⁾ $ 1,399,813 $ - $ 1,399,813 $ - $ 1,399,813 Other segmental financial information: Capital expenditures⁽⁴⁾⁽⁵⁾ $ 90,433 $ - $ 90,433 $ - $ 90,433 ⁽¹⁾ Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR. The losses and earnings attributable to the investment of $ 27,792 and $ 655 for the three and nine months ended September 30, 2021, respectively are reported in income (loss) from equity method investments on the condensed consolidated statements of operations. Terminals and Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $ 2,316 for the three and nine months ended September 30, 2021 reported in Cost of sales. ⁽²⁾ Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 % ownership of the Hilli Common Units. The earnings attributable to the investment of $ 11,809 and $ 22,303 for the three months and nine months ended September 30, 2021, respectively, are reported in income (loss) from equity method investments on the condensed consolidated statements of operations and comprehensive loss. ⁽³⁾ Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR and Hilli Common Units in our segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments. ⁽⁴⁾ Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels. The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment. ⁽⁵⁾ Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. Consolidated Segment Operating Margin is defined as net loss, adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, interest expense, other (income) expense, income from equity method investments and tax expense. The following table reconciles Net loss, the most comparable financial statement measure, to Consolidated Segment Operating Margin: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of $) 2021 2020 2021 2020 Net loss $ ( 17,769 ) $ ( 36,670 ) $ ( 59,012 ) $ ( 263,480 ) Add: Selling, general and administrative 46,802 26,821 124,954 87,273 Transaction and integration costs 1,848 4,028 42,564 4,028 Contract termination charges and loss on mitigation sales - - - 124,114 Depreciation and amortization 31,194 9,489 68,080 22,363 Interest expense 57,595 19,813 107,757 50,901 Other (income) expense, net ( 5,400 ) 2,569 ( 13,458 ) 4,179 Loss on extinguishment of debt, net - 23,505 - 33,062 Tax provision 3,526 1,836 7,058 1,949 Loss (income) from equity method investments 15,983 - ( 22,958 ) - Consolidated Segment Operating Margin $ 133,779 $ 51,391 $ 254,985 $ 64,389 38 Table of Contents