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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-16 · 2027 added, 794 removed, 481 unchanged (85% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 at the reasonable assurance level.

In accordance with Rules 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Our disclosure controls and

procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that

evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2021 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during our last quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over

financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

As of December 31, 2020, our management assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework (2013)”.

Based on this assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2020.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

As previously noted in this Form 10-K, we completed the acquisition of Hygo and GMLP on April 15, 2021.

As permitted by related SEC staff interpretative guidance for newly acquired businesses, Hygo and GMLP have been

excluded from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, except for the recognition of goodwill and intangible assets that were included in management’s

Hygo and GMLP are included in the 2021 consolidated financial statements of the Company and constituted approximately 31% and 22% of the Company’s total assets, respectively, as of December 31, 2021 after excluding goodwill and

intangible assets and approximately 5% and 14% of the Company’s revenues, respectively, for the year then ended.

See Part II, Item 8, Note 4, “Notes to Consolidated Financial Statements”, contained in this Form 10-K for further description of the

significance of the acquired businesses to us.

As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway

Commission in “Internal Control – Integrated Framework (2013).” Based on this assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by EY, an independent registered public accounting firm, as stated in their report, which appears herein.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.

The information required by this Item 10 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with our 2022 annual meeting of shareholders and is incorporated herein by

Executive Compensation

The information required by this Item 11 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.

The information required by this Item 11 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with our 2022 annual meeting of shareholders and is incorporated herein by

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The information required by this Item 12 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.

The information required by this Item 12 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with our 2022 annual meeting of shareholders and is incorporated herein by

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.

The information required by this Item 13 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with our 2022 annual meeting of shareholders and is incorporated herein by

Principal Accounting Fees and Services.

The information required by this Item 14 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.

The information required by this Item 14 is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with our 2022 annual meeting of shareholders and is incorporated herein by

Exhibits, Financial Statement Schedules.

Financial Statements.

See “Index to Financial Statements” set forth on page F-1.

The financial statements of New Fortress Energy Inc.

and consolidated subsidiaries are included in Item 8 of this Form 10-K (Form 10-K).

Refer to “Index to Financial Statements” set forth of page F-1.

The report of New Fortress Energy’s independent registered public accounting firm (PCAOB ID:

42 ) with respect to the above-referenced

financial statements and their report on internal control over financial reporting are included in Item 8 and Item 9A of this Form 10-K at the page numbers F-2 and F-4, respectively.

Their consent appears as Exhibit 23.1 of this Form 10-K.

(2) Financial Statement Schedules.

See Schedule II set forth on page F-56.

(b) Exhibits.

The exhibits required to be filed by this Item 15(b) are set forth in the Exhibit Index included below.

Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, GMLP Merger Sub, GP Buyer, GMLP and the General Partner (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on January 20, 2021)

001-38790), filed with the SEC on January 20, 2021).

Transfer Agreement, dated as of January 13, 2021, by and among GP Buyer, GLNG and the General Partner (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on January 20, 2021)

001-38790), filed with

the SEC on January 20, 2021).

Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, Hygo Merger Sub, Hygo and the Hygo Shareholders (incorporated by reference to Exhibit 2.3 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on January 20, 2021)

001-38790), filed with the SEC on January 20, 2021).

Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-228339), filed with the Commission on November 9, 2018)

333-228339), filed with the SEC on November 9,

Certificate of Amendment to Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-228339), filed with the Commission on November 9, 2018)

333-228339), filed

with the SEC on November 9, 2018).

First Amended and Restated Limited Liability Company Agreement of New Fortress Energy LLC, dated February 4, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

filed with the SEC on February 5, 2019).

Certificate of Conversion of New Fortress Energy Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).

Certificate of Incorporation of New Fortress Energy Inc.

(incorporated herein by reference to Exhibit 99.3 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2020)

(incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).

Bylaws of New Fortress Energy Inc.

(incorporated herein by reference to Exhibit 99.4 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2020)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K (File No.

001-38790), filed with the Commission on August 7, 2020)

Indenture, dated September 2, 2020, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto, and U.S.

Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38790), filed with the Commission on September 2, 2020)

First Supplemental Indenture, dated December 17, 2020, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto and U.S.

Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38790), filed with the Commission on December 18, 2020)

Pledge and Security Agreement, by and among New Fortress Energy Inc., the subsidiary guarantees from time to time party thereto, and U.S.

Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-38790), filed with the Commission on September 2, 2020)

Contribution Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Intermediate LLC, New Fortress Energy Holdings LLC, NFE Atlantic Holdings LLC and NFE Sub LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

(incorporated by reference to Exhibit 3.3 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the SEC on February 5, 2019).

Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC, dated February 4, 2019 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

New Fortress Energy LLC 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No.

333-229507), filed with the Commission on February 4, 2019)

333-229507), filed with the SEC on February 4,

Form of Director Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-228339), filed with the Commission on December 24, 2018)

Offer Letter, dated March 14, 2017, by and between NFE Management LLC and Christopher Guinta (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-228339), filed with the Commission on January 14, 2019)

Offer Letter, dated August 30, 2018, by and between NFE Management LLC and Michael J.

Utsler (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-228339), filed with the Commission on January 14, 2019)

333-228339), filed with the SEC on

December 24, 2018).

Form of Employee Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001- 38790), filed with the Commission on May

Shareholders’ Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Energy Holdings LLC, Wesley R.

Edens and Randal A.

Nardone (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

Nardone (incorporated by reference to Exhibit 4.1 to

the Registrant’s Form 8-K (File No.

001-38790), filed with the SEC on February 5, 2019).

Administrative Services Agreement, dated February 4, 2019, by and between New Fortress Intermediate LLC and FIG LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

Gas Sales Agreement, dated August 5, 2015, by and among New Fortress Energy LLC and Jamaica Public Service Company Limited (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-228339), filed with the Commission on November 9, 2018)]

Gas Sales Agreement, dated August 5, 2015, by and between New Fortress Energy LLC and Jamaica Public Service Company Limited (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-228339), filed with the Commission on November 9, 2018)

First Amendment to Gas Sales Agreement, dated May 23, 2016, by and between NFE North Holdings Limited and Jamaica Public Service Company Limited (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No.

333-228339), filed with the Commission on November 9, 2018)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Edens) (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Guinta) (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

Indemnification Agreement (Utsler) (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Catterall) (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Grain) (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Griffin) (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Mack) (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Nardone) (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Wanner) (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

001-38790), filed with the SEC on February 5, 2019).

Indemnification Agreement (Wilkinson) (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on February 5, 2019)

Master LNG Sale and Purchase Agreement, dated December 20, 2016, by and between Centrica LNG Company Limited and NFE North Trading Limited (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-228339), filed with the Commission on January 14, 2019)

Engineering, Procurement and Construction Agreement for the Marcellus LNG Production Facility I, dated January 8, 2019, by and between Bradford County Real Estate Partners LLC and Black & Veatch Construction, Inc.

001-38790), filed with the SEC on February 5, 2019).

Amendment Agreement dated as February 11, 2019 to Credit Agreement, dated as of August 15, 2018 and as amended and restated as of December 31, 2018, among New Fortress Intermediate LLC, NFE Atlantic

Holdings LLC, the subsidiary guarantors from time to time party thereto, lenders parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual

Report on Form 10-K, filed with the SEC on March 26, 2019).

Second Amendment Agreement, dated as of March 13, 2019 to the Credit Agreement, dated as of August 15, 2018 and as amended and restated as of December 31, 2018, and as amended as of February 11, 2019, among

New Fortress Intermediate LLC, NFE Atlantic Holdings LLC, the subsidiary guarantors from time to time party thereto, lenders parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to

Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 26, 2019).

Engineering, Procurement and Construction Agreement for the Marcellus LNG Production Facility I, dated January 8, 2019, by and between Bradford County Real Estate Partners LLC and Black & Veatch

Construction, Inc.

(incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-228339), filed with the Commission on January 25, 2019)

Indemnification Agreement, dated as of March 17, 2019, by and between New Fortress Energy LLC and Yunyoung Shin (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K (File 001-38790), filed with the Commission on March 26, 2019)

Mutual Agreement, dated June 3, 2020, by and among New Fortress Energy LLC, Fortress Equity Partners GP, LLC, WRE 2012 Trust LLC, FEP HoldCo LLC, Wesley R Edens, Randal A Nardone, NFE SMRS Holdings LLC and NFE Sub LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on June 9, 2020)

333-228339), filed with the SEC on January 25, 2019).

filed with the SEC on March 26, 2019).

Letter Agreement, dated as of December 3, 2019, by and between NFE Management LLC and Yunyoung Shin.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with

the SEC on May 6, 2020).

Indenture, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.

Bank National Association, as trustee and as notes collateral

agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020).

Pledge and Security Agreement, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.

Bank National Association, as notes collateral

agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020).

First Supplemental Indenture, dated December 17, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto and U.S.

Bank National Association, as trustee and as notes

collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 18, 2020).

Support Agreement, dated as of January 13, 2021, by and among NFE, GMLP, GLNG and the General Partner (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38790), filed with the Commission on January 20, 2021)

List of Subsidiaries of New Fortress Energy Inc.

Consent of Ernst & Young L.L.P.

001-38790), filed with

the SEC on January 20, 2021).

Indenture, dated April 12, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.

Bank National Association, as trustee and as notes collateral agent

(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).

Pledge and Security Agreement, dated April 12, 2021, by and among the Company, the subsidiary guarantors, from time to time party thereto, and U.S.

Bank National Association, as notes collateral

agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).

Shareholders’ Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and Stonepeak (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the

SEC on April 21, 2021).

Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party

thereto, and Morgan Stanley Senior Funding, Inc,.

as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2021).

First amendment

to Credit Agreement, dated as of July 16, 2021 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time partly thereto, the several lenders and issuing banks from

time to time partly thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent.

Second Amendment to Credit Agreement, dated as of February 28, 2022 to the Credit Agreement, dated as of April 15, 2021, by and among the Company,

as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GLNG and certain other parties thereto (incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q,

filed with the SEC on May 7, 2021).

Indemnity Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and certain affiliates of Stonepeak (incorporated by reference to Exhibit 10.31 to the Registrant’s Quarterly Report on Form

10-Q, filed with the SEC on May 7, 2021).

Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GMLP, GLNG and certain parties thereto (incorporated by reference to Exhibit 10.32 to the Registrant’s Quarterly Report on Form 10-Q,

filed with the SEC on May 7, 2021).

Indemnification Agreement, dated as of April 15, 2021, by and between NFE International and GLNG (incorporated by reference to Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q, filed with the

SEC on May 7, 2021).

Facility Agreement, dated September 18, 2021, by and among Golar Partners Operating LLC as the Borrower, Golar LNG Partners LP and certain subsidiaries of the Borrower, with (i) Citibank N.A.

lenders from time to time party thereto;

(ii) Citigroup Global Markets Limited, Morgan Stanley Senior Funding, Inc.

and HSBC Bank USA, N.A.

as mandated lead arrangers;

(iii) Goldman Sachs Bank USA as arranger;

(iv) Citigroup Global

Markets Limited and Morgan Stanley Senior Funding, Inc.

as bookrunners;

(v) Citigroup Global Markets Limited and Morgan Stanley Senior Funding, Inc.

as co-ordinators, (vi) Citibank Europe Plc, UK Branch as agent and (vii) Citibank, N.A.,

London Branch as security agent.

(incorporated by reference to Exhibit 10.34 to the Registrant is quarterly report on Form 10-Q, filed with the SEC on November 3, 2021).

Consent of Ernst & Young LLP, independent registered public accounting firm.

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101

* Filed as an exhibit to this Annual Report

1 unchanged sentence

† Compensatory plan or arrangement

Confidential treatment was granted with respect to certain portions of this exhibit.

Omitted portions filed separately with the SEC.

Form 10-K Summary.

Pursuant to the requirements of 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW FORTRESS ENERGY INC.

March 1, 2022

/s/ Christopher S.

/s/ Christopher Guinta

Christopher S.

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ Wesley R.

Chief Executive Officer and Chairman

1 unchanged sentence

March 1, 2022

Christopher S.

/s/ Christopher S.

Chief Financial Officer

1 unchanged sentence

March 1, 2022

Yunyoung Shin

Christopher S.

/s/ Yunyoung Shin

Chief Accounting Officer

1 unchanged sentence

March 1, 2022

Yunyoung Shin

/s/ Randal A.

March 1, 2022

1 unchanged sentence

March 1, 2022

William Griffin

March 1, 2022

/s/ Matthew Wilkinson

March 1, 2022

Matthew Wilkinson

March 1, 2022

/s/ Desmond Iain Catterall

March 1, 2022

Desmond Iain Catterall

March 16, 2021

/s/ Katherine E.

March 1, 2022

2 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Changes in Stockholders’ Equity

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of New Fortress Energy Inc.

Opinion on Internal Control Over Financial Reporting

We have audited New Fortress Energy Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria).

In our opinion, New Fortress Energy Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

Our report dated March 16, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 16, 2021

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of New Fortress Energy Inc.

To the Stockholders and the Board of Directors of New Fortress Energy Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of New Fortress Energy Inc.

(the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S.

(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the

three years in the period ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework and our report dated March 16, 2021 expressed an unqualified opinion thereon.

Adoption of ASU No.

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of ASU No.

2016-02, Leases .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in

Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether

due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Identification of Distinct Performance Obligations and Leases

The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair value measurements in connection with GMLP and Hygo business combinations

Description of the Matter

As described in Note 2(p) to the consolidated financial statements, the Company’s contracts with customers may contain one or several performance obligations to provide goods or services or may contain a lease.

At inception or upon amendment, management performs an evaluation to identify the obligations within the contract and determine the authoritative guidance applicable to such obligations.

The Company allocates consideration received from customers between lease and non-lease components based on the relative fair value of each component.

Auditing management’s identification of performance and other obligations in each contract was challenging as it involved complex judgement to identify all promised goods and services and determining whether the customer can benefit from the promised goods or services on their own or on a combined basis.

In addition, auditing management’s determination of whether a contract is or contains a lease required judgement to determine which party to the agreement controls how and for what purpose the underlying asset is used.

How We Addressed the Matter

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's revenue recognition process, including controls over the evaluation of new and amended customer contracts and the identification of distinct performance obligations and equipment leases.

Our audit procedures included, among others, evaluating the Company’s assessment of the authoritative guidance applicable to its customer contracts, inspecting contracts entered into or amended during the period, and evaluating management’s interpretation of certain contract provisions when identifying and determining distinct performance obligations and equipment leases.

For example, we selected a sample of new and amended customer contracts executed in the current year and compared the identified promised goods and services, including lease components, to the analyses used by management to measure and allocate arrangement consideration.

We also conducted meetings with various personnel at the Company responsible for negotiating the contract and overseeing the delivery of the performance obligations in order to understand the nature of the explicit and implicit promised goods and services as well as to understand whether the promises were capable of being distinct and distinct in the context of the contract.

For leases elements, this evaluation included understanding whether the customer controls how and for what purpose the underlying equipment is used.

As discussed in Note 4 to the consolidated financial statements, on April 15, 2021, the Company completed the acquisitions of Hygo Energy Transition Ltd.

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

(collectively, the “Acquisitions”) for total consideration of $1.98 billion and $1.15 billion, respectively.

The Acquisitions were accounted for as separate business combinations.

The Company’s accounting under the acquisition method

included determining the fair value of the acquired assets, liabilities assumed and noncontrolling interests in the acquired entities.

Auditing the Company’s accounting for the Acquisitions was complex due to the significant estimation uncertainty inherent in determining the fair value of the acquired assets, liabilities assumed and

noncontrolling interests in the acquired entities.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to changes in the underlying assumptions.

significant assumptions used to estimate the fair value of these assets, liabilities and noncontrolling interests included:

(i.) discount rates applied to the contractual cash flows associated with the acquired equity method investments,

contract intangible assets, assumed debt and noncontrolling interests in the acquired entities, (ii.) the estimated replacement cost of the acquired vessels, and (iii.) market day rates used to measure the fair value of vessel charter

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s business combinations process.

This included controls over the valuation of acquired

assets, liabilities assumed and noncontrolling interests in the acquired entities and management’s review of the significant assumptions described above.

To test the estimated fair value of the acquired assets, liabilities assumed and noncontrolling interests in the acquired entities, we performed audit procedures that included, among others, evaluating the

valuation methodologies utilized by management and the significant assumptions described above, as well as testing the completeness and accuracy of the underlying data.

For example, we compared the significant assumptions utilized to

current market and economic trends and to the historical results of the acquired businesses.

We also performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the acquired vessels, contract

intangible assets, and equity method investments that would result from changes in the assumptions.

We involved our internal valuation specialists to assist in evaluating the valuation methodologies used and the significant assumptions

described above, including the discount rates utilized and the replacement costs of the acquired vessels.

Impairment Assessment of Long-Lived Assets

Description of the Matter

As described in Note 2(k) to the consolidated financial statements, the Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable.

Indicators may include, but are not limited to, factors such as adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events impacting the supply chain for liquified natural gas (“LNG”) to the Company’s operations, early termination of a significant customer contract, the introduction of newer technology, or a decision to discontinue an in-process development project.

As described in Note 2(j) to the consolidated financial statements, the Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the

carrying value of those assets may not be recoverable.

Indicators may include, but are not limited to, factors such as adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events

impacting the supply chain for liquified natural gas (“LNG”) to the Company’s operations, early termination of a significant customer contract, the introduction of newer technology, or a decision to discontinue an in-process development

When such indicators are identified, management determines if long-lived assets or asset groups are impaired by comparing the related undiscounted expected future cash flows to its carrying value.

When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value.

Auditing management’s determination of whether impairment indicators exist such that a recoverability test of the Company’s long-lived assets is required, was highly subjective and involves significant judgment.

For instance, auditing management’s assessment of events or changes in circumstances that may be an indicator that an asset group is not recoverable was challenging due to the judgment applied in both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the carrying value of the asset group.

How We Addressed the Matter

When the undiscounted cash flow

analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value.

For instance, auditing management’s assessment of events or changes in circumstances that may be an indicator that an asset group is not recoverable was challenging due to the judgment applied in

both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the carrying value of the asset group.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment assessment process.

This included management’s controls to review for asset groups that may have been impacted by the impairment indicators described above.

To test the Company’s evaluation of potential indicators of impairment of its long- lived assets, our audit procedures included, among others, assessing the methodologies and testing the completeness and accuracy of the Company’s analysis of events or changes in circumstances.

For example, we inquired of management (including project development personnel) to understand their evaluation of changes in the regulatory environments of the jurisdictions in which the Company operates and their impact on the recoverability of the related long-lived assets and asset groups.

We also obtained capital budgets and construction bids, among other evidence, to understand management’s plans with respect to in-process development projects.

We considered information about Company’s projects from external sources that support or provide contrary evidence to management’s evaluation of potential impairment indicators.

This included management’s controls to review for asset

groups that may have been impacted by the impairment indicators described above.

To test the Company’s evaluation of potential indicators of impairment of its long-lived assets, our audit procedures included, among others, assessing the methodologies and testing the completeness and

accuracy of the Company’s analysis of events or changes in circumstances.

For example, we inquired of management (including project development personnel) to understand their evaluation of changes in the regulatory environments of the

jurisdictions in which the Company operates and their impact on the recoverability of the related long-lived assets and asset groups.

We also obtained capital budgets and construction bids, among other evidence, to understand

management’s plans with respect to in-process development projects.

We considered information about Company’s projects from external sources that support or provide contrary evidence to management’s evaluation of potential impairment

/s/ Ernst & Young LLP

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March 1, 2022

Report of Independent Registered Public Accounting Firm

To the Stockolders and the Board of Directors of New Fortress Energy Inc.

Opinion on Internal Control Over Financial Reporting

We have audited New Fortress Energy Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, New Fortress Energy Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO

As indicated in the accompanying

Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hygo Energy Transition Ltd

(“Hygo”) and Golar LNG Partners LP (“GMLP”), except for the recognition of goodwill and intangible assets that were included in management’s assessment.

Hygo and GMLP are included in the 2021 consolidated financial statements of the Company and

constituted approximately 31% and 22% of the Company’s total assets, respectively, as of December 31, 2021 after excluding goodwill and intangible assets and approximately 5% and 14% of the Company’s revenues, respectively, for the year then

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hygo and GMLP, except for the recognition of goodwill and intangible assets.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated March 1, 2022 expressed an

unqualified opinion thereon.

Basis for Opinion

accompanying “Management’s Report on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered

with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in

all material respects.

assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

generally accepted accounting principles.

transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 1, 2022

FINANCIAL INFORMATION

Financial Statements

New Fortress Energy Inc.

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Property, plant and equipment, net

Equity method

Right-of-use assets

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Current liabilities

portion of long-term debt

Accounts payable

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Current lease liabilities

Due to affiliates

Other current liabilities

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Total liabilities

Commitments and contingences (Note 17)

Commitments and contingencies (Note 21)

Stockholders’ equity

Class A common stock, $ 0.01 par value, 750.0 million shares authorized, 174.6 million issued and outstanding as of December 31, 2020

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

Class B shares, 0 shares issued and outstanding as of December 31, 2020; 144.3 million shares, issued and outstanding as of December 31, 2019

Class A common stock, $ 0.01

par value, 750.0 million shares authorized, 206.9 million issued and outstanding as of December 31, 2021;

million issued and outstanding as of December 31, 2020

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Accumulated other comprehensive (loss) income

Total stockholders’ equity attributable to NFE

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New Fortress Energy Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the years ended December 31, 2021,

2020 and 2019

(in thousands of U.S.

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Operating revenue

Vessel charter revenue

Other revenue

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Cost of sales

Vessel operating expenses

Operations and maintenance

Selling, general and administrative

Transaction and integration costs

Contract termination charges and loss on mitigation sales

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Total operating expenses

Operating loss

Operating income (loss)

Interest expense

Other expense (income), net

Other (income) expense, net

Loss on extinguishment of debt, net

Loss before taxes

Tax expense (benefit)

Net income (loss) before income from equity method investments and income taxes

Income from equity method investments

Tax provision

Net income (loss)

Net loss attributable to non-controlling interest

Net loss attributable to stockholders

Net loss per share – basic and diluted

Weighted average number of shares outstanding – basic and diluted

Other comprehensive loss:

Unrealized (gain) loss on currency translation adjustment

Unrealized loss on available-for-sale investment

Comprehensive loss

Net income (loss) attributable to stockholders

Net income (loss) per share – basic

Net income (loss) per share – diluted

Weighted average number of shares outstanding – basic

Weighted average number of shares outstanding – diluted

Other comprehensive income (loss):

Net income (loss)

Currency translation adjustment

Comprehensive income (loss)

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to stockholders

Comprehensive income (loss) attributable to stockholders

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

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Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2020, 2019 and 2018

For the years ended December 31, 2021,

2020 and 2019

(in thousands of U.S.

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Balance as of January 1, 2019

Other comprehensive loss

Capital contributions

Stock subscription receivable

Acquisition of Shannon LNG

Balance as of December 31, 2018

Activity prior to the IPO and related organizational transactions:

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Balance as of December 31, 2019

Cumulative effect of accounting change

Cumulative effect of accounting changes

Class A stock issued, net of issuance costs

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Balance as of December 31, 2020

Net income (loss)

Other comprehensive loss

Share-based compensation expense

Shares issued as consideration in business combinations

Issuance of shares for vested RSUs

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

Non-controlling interest acquired in business combinations

Deconsolidation of the Eskimo SPV

Balance as of December 31, 2021

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

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Consolidated Statements of Cash Flows

For the years ended December 31, 2020, 2019 and 2018

For the years ended December 31, 2021,

2020 and 2019

(in thousands of U.S.

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Cash flows from operating activities

Net income (loss)

Adjustments for:

Amortization of deferred financing costs

Amortization of deferred financing costs and debt guarantee, net

Depreciation and amortization

Non-cash contract termination charges and loss on mitigation sales

(Earnings) of equity method investees

Dividends received from equity method investees

Sales-type lease payments received in excess of interest income

Change in market value of derivatives

Contract termination charges and loss on mitigation sales

Loss on extinguishment and financing expenses

Deferred taxes

Change in value of Investment of equity securities

Share-based compensation

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of acquisitions:

(Increase) in receivables

Decrease (Increase) in inventories

(Increase) Decrease in inventories

(Increase) in other assets

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Increase in accounts payable/accrued liabilities

(Decrease) Increase in amounts due to affiliates

Increase (Decrease) in amounts due to affiliates

(Decrease) in lease liabilities

Increase in other liabilities

Net cash used in operating activities

(Decrease) Increase in other liabilities

Net cash provided by (used in) operating activities

Cash flows from investing activities

Capital expenditures

Acquisition of consolidated subsidiary

Cash paid for business combinations, net of cash acquired

Entities acquired in asset acquisitions, net of cash acquired

Other investing activities

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Payment of dividends

Capital contributed from Members

Collection of subscription receivable

Payment of stock issuance costs

Net cash provided by financing activities

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

Impact of changes in foreign exchange rates on cash and cash equivalents

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

Cash, cash equivalents and restricted cash – beginning of period

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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

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

Liabilities associated with consideration paid for entities acquired in asset acquisitions

Consideration paid in shares for business combinations

Cash paid for interest, net of capitalized interest

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New Fortress Energy Inc.

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

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

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

The Company has liquefaction, regasification and power generation operations in the United States and Jamaica.

The Company manages, analyzes and reports on its business and results of operations on the basis of one operating segment.

The chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis.

(“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.

Company has liquefaction, regasification and power generation op erations in the United States, Jamaica, Brazil and Mexico .

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 and

their subsidiaries have been included in the Company’s consolidated financial statements for the period subsequent to the Mergers.

As a result of the Hygo Merger, the Company acquired a 50 %

interest in a 1.5GW power plant in Sergipe, Brazil (the “Sergipe Power Plant”) and its operating FSRU terminal in Sergipe, Brazil (the “Sergipe Facility”), as well as the Barcarena Facility and Barcarena Power Plant, the Santa Catarina Facility and

the Nanook , a newbuild FSRU moored and in service at the Sergipe Facility.

As a result of the GMLP Merger, 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”), 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 business.

Significant accounting policies

The principle accounting policies adopted are set out below.

The principal accounting policies adopted are set out below.

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements contained herein were prepared in accordance with GAAP.

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries.

The accompanying consolidated financial statements contained

herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The 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.

On February 4, 2019, the Company completed an initial public offering (“IPO”) and a series of other transactions, in which the Company issued and sold 20,000,000 Class A shares at an IPO price of $ 14.00 per share.

The Company’s Class A shares began trading on NASDAQ Global Select Market (“NASDAQ”) under the symbol “NFE” on January 31, 2019.

Net proceeds from the IPO were $ 257.0 million, after deducting underwriting discounts and commissions and transaction costs.

These proceeds were contributed to New Fortress Intermediate LLC (“NFI”), an entity formed in conjunction with the IPO, in exchange for 20,000,000 limited liability company units in NFI (“NFI LLC Units”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Exchange Transactions were completed on June 10, 2020 .

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

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

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

Results of operations for the period prior to the date of the Exchange Transactions, June 10, 2020 , was attributed to non-controlling interest based on the Exchanging Members’ interest in NFI;

subsequent to the Exchange Transactions, results of operations, excluding results attributable to other investors in non-wholly owned subsidiaries, were recognized as net income or loss attributable to stockholders.

Amounts that were attributable to these Exchanging Members’ prior interest in NFI previously shown as non-controlling interest on the Company’s consolidated balance sheets have been reclassified to Class A shares.

On August 7, 2020 , the Company converted New Fortress Energy LLC (“NFE LLC”) from a Delaware limited liability company to a Delaware corporation named New Fortress Energy Inc.

(“the Conversion”).

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

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

federal tax treatment of the Company or its shareholders.

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

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

As of December 31, 2020 , NFE had 174,622,862 Class A common stock outstanding.

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:

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, 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

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.

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 lending entities, these entities are VIEs, and the Company has a variable interest in

these lending 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.

Therefore, the

Company consolidates these lending entities;

as NFE has no equity interest in these VIEs, all equity attributable to these VIEs is included in non-controlling interest in the consolidated financial statements.

Transactions between our wholly-owned

subsidiaries and these VIEs are eliminated in consolidation, including sale leaseback transactions.

Noncontrolling interests are classified as a separate component of equity on the consolidated balance sheets and consolidated statements of changes in stockholders’ equity.

Additionally, net

income (loss) and comprehensive income (loss) attributable to noncontrolling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of operations and comprehensive

income (loss) and consolidated statements of changes in stockholders’ equity.

Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and

noncontrolling interests.

Losses continue to be attributed to the noncontrolling interests, even when the noncontrolling interests’ basis has been reduced to zero .

Use of estimates

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

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include relative fair value

allocations between revenue and lease components of contracts with customers, the incremental borrowing rates used in the determination of lease liabilities, total consideration and fair value of identifiable net assets related to acquisitions and

the fair value of equity awards granted to both employees and non-employees.

Management evaluates its estimates and related assumptions regularly.

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

Changes in facts and circumstances or additional information may result in revised estimates, and

actual results may differ from these estimates.

Foreign currencies

The Company has certain foreign subsidiaries where the functional currency is the local currency.

All of the assets and liabilities of these subsidiaries are translated to U.S.

The Company has certain foreign subsidiaries in which the functional currency is the local currency.

All of the assets and liabilities of these subsidiaries are translated

dollars at the exchange rate in effect at the balance sheet date;

income and expense accounts are translated at average rates for the period.

The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss).

The effects of translating financial statements of foreign operations into our reporting currency

are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss).

The Company also has foreign subsidiaries that have a functional currency of the U.S.

Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S.

Purchases and sales of assets and income and expense items denominated in

foreign currencies are remeasured into U.S.

dollar amounts on the respective dates of such transactions.

Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S.

dollar equivalent actually received or paid are included within Other expense (income), net in the consolidated statements of operations and comprehensive loss.

Gains and losses on intercompany foreign currency transactions that are long-term in nature and which the Company does not intend to settle in the foreseeable future, are also recognized in accumulated other comprehensive income (loss).

Accumulated foreign currency translation adjustments are reclassified from accumulated other comprehensive income (loss) to net income only when realized upon sale or upon complete or substantially complete liquidation of the investment in a foreign entity.

If the Company commits to a plan to sell or liquidate a foreign entity, accumulated foreign currency translation adjustments would be included in carrying amounts in impairment assessments.

dollar equivalent actually

received or paid are included within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss).

Gains and losses on intercompany foreign currency transactions that are long-term in nature and which the

Company does not intend to settle in the foreseeable future, are also recognized in accumulated other comprehensive income (loss).

Accumulated foreign currency translation adjustments are reclassified from accumulated other comprehensive income

(loss) to net income only when realized upon sale or upon complete or substantially complete liquidation of the investment in a foreign entity.

If the Company commits to a plan to sell or liquidate a foreign entity, accumulated foreign currency

translation adjustments would be included in carrying amounts in impairment assessments.

Cash and cash equivalents

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Restricted cash

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the consolidated balance sheets.

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the

consolidated balance sheets.

Receivables are reported at amortized cost, net of an allowance for current expected credit losses.

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

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

Credit loss expense, inclusive of credit loss expense on all categories of financial assets, is recorded within Selling, general and administrative in the consolidated statements of operations and comprehensive loss.

Amounts are written off against the allowance when management is certain

that outstanding amounts will not be collected.

The Company estimates expected credit losses based on relevant information about the current credit quality of customers, past events, including historical experience, and reasonable and supportable

forecasts that affect the collectability of the reported amount.

Credit loss expense, inclusive of credit loss expense on all categories of financial assets, is recorded within Selling, general and administrative in the consolidated statements of

operations and comprehensive income (loss).

LNG and natural gas inventories and automotive diesel oil inventories are recorded at weighted average cost, and materials and other inventory are recorded at cost.

The Company’s cost to convert from natural gas to LNG, which primarily consists of labor, depreciation and other direct costs to operate liquefaction facilities, is reflected in Inventory on the consolidated balance sheets.

Company’s cost to convert from natural gas to LNG, which primarily consists of labor, depreciation and other direct costs to operate liquefaction facilities, is reflected in Inventory on the consolidated balance sheets.

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 consolidated statements of operations and comprehensive loss.

Changes in the value of inventory are recorded within Cost of sales in the consolidated

statements of operations and comprehensive income (loss).

LNG is subject to “boil-off,” a natural loss of gas volume over time when LNG is exposed to environments with temperatures above its optimum storage state.

Boil-off losses are expensed through Cost of sales in the consolidated statements of operations and comprehensive loss in instances where gas cannot be contained and recycled back into the production process.

Boil-off losses

are expensed through Cost of sales in the consolidated statements of operations and comprehensive income (loss) in instances where gas cannot be contained and recycled back into the production process.

Construction in progress

Construction in progress is recorded at cost, and at the point at which the constructed asset is put into use, the full cost of the asset is reclassified from Construction in progress to Property, plant and equipment, net or Finance leases, net on the consolidated balance sheets.

Construction progress payments, engineering costs and other costs directly relating to the asset under construction are capitalized during the construction period, provided the completion of the construction project is deemed probable or if the costs are associated with activities that could be utilized in future projects.

Construction in progress is recorded at cost, and at the point at which the constructed asset is put into use, the full cost of the asset is reclassified from Construction

in progress to Property, plant and equipment, net or Finance leases, net on the consolidated balance sheets.

Construction progress payments, engineering costs and other costs directly relating to the asset under construction are capitalized during

the construction period, provided the completion of the construction project is deemed probable or if the costs are associated with activities that could be utilized in future projects.

Depreciation is not recognized during the construction period.

The interest cost associated with major development and construction projects is capitalized during the construction period and included in the cost of the project in Construction in progress.

The interest cost associated with major development and construction projects is capitalized during the construction period and included in the cost of the project in

Construction in progress.

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.

Major maintenance and overhauls are capitalized and depreciated over the expected period until the next anticipated major maintenance or overhaul, while expenditures for routine maintenance and repairs are charged to expense as incurred within Operations and maintenance in the consolidated statements of operations and comprehensive loss.

The Company depreciates property, plant and equipment 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:

Property, plant and equipment is initially 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 consolidated statements of operations and

comprehensive income (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 consolidated statements of operations and comprehensive income (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)

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Gas terminals

ISO containers and other equipment

ISO containers and associated equipment

LNG liquefaction facilities

Gas pipelines

Leasehold improvements

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 consolidated statements of operations and comprehensive loss.

Asset retirement obligations (“AROs”)

AROs are recognized for legal obligations associated with the retirement of long-lived assets that result from the acquisition, leasing, construction, development and/or normal use of the assets and for conditional AROs in which the timing or method of settlement are conditional on a future event.

The fair value of a liability for an ARO is recognized in the period in which the liability is incurred if a reasonable estimate of fair value can be made and is accreted to its final value over the life of the liability.

The initial fair value of the liability is added to the carrying amount of the associated asset.

This additional carrying amount is depreciated over the estimated useful life of the asset.

The Company estimates the fair value of the ARO liability based on the present value of expected cash flows using a credit-adjusted risk-free rate.

Liabilities for AROs may be incurred over more than one reporting period if the events that create the obligation occur over more than one period or if estimates change.

The liability is accreted to its present value each period and the capitalized cost is depreciated in Depreciation and amortization in the consolidated statements of operations and comprehensive loss.

Upon settlement of the obligation, the Company eliminates the liability and based on the actual cost to retire, may incur a gain or loss.

There were no settlements of AROs during the years ended December 31, 2020 and 2019.

Leashold improvements

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 consolidated statements of operations and comprehensive income (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.

Impairment of long-lived assets

The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events impacting the supply chain for LNG to the Company’s operations, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology.

When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value.

The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be

discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology.

When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its

carrying value.

In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.

Management develops the assumptions used in the recoverability assessment based on active contracts, current and future expectations of the global demand for LNG and natural gas, as well as information received from third party industry sources.

The Company did no t record an impairment during the years ended December 31, 2020, 2019 and 2018.

Investment in equity securities

Investment in equity securities is carried at fair value and included in Other non-current assets on the consolidated balance sheets, with gains or losses recorded in earnings in Other expense (income), net in the consolidated statements of operations and comprehensive loss.

Management develops the assumptions used in the recoverability assessment based on active contracts, current and future expectations of the global demand for LNG and

natural gas, as well as information received from third party industry sources.

The Company did not identify any indicators of impairment and did no t

record an impairment during the years ended December 31, 2021, 2020 and 2019.

Investments in equity securities

Investments in equity securities are carried at fair value and included in Other non-current assets on the consolidated balance sheets, with gains or losses recorded in

earnings in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss).

Intangible assets

Upon a business combination or asset acquisition, the Company may obtain identifiable intangible assets.

Intangible assets with a finite life are amortized over the estimated useful life of the asset under the straight-line method.

Intangible assets with a finite life are amortized over the

estimated useful life of the asset under the straight-line method.

Indefinite lived intangible assets are not amortized.

Intangible assets with an indefinite useful life are tested for impairment on an annual basis or more frequently if changes in circumstances indicate that it is more likely than not that the asset is impaired.

Intangible assets with an indefinite useful life are tested for impairment on an annual basis or more frequently if

changes in circumstances indicate that it is more likely than not that the asset is impaired.

Indefinite lived intangible assets are evaluated for impairment either under the qualitative assessment option or the two-step quantitative test.

If the carrying amount of an intangible asset being tested for impairment exceeds its fair value, the excess is recognized as impairment expense in the consolidated statements of operations and comprehensive loss.

carrying amount of an intangible asset being tested for impairment exceeds its fair value, the excess is recognized as impairment expense in the consolidated statements of operations and comprehensive income (loss).

Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the Mergers.

The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

An annual impairment review is

conducted as of October 1 st of each year.

Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

For an annual goodwill impairment assessment, an optional qualitative analysis may be performed.

If the option is not elected or if it is more likely than not that

the fair value of a reporting unit is less than its carrying amount, then a two-step goodwill impairment test is performed to identify potential goodwill impairment and to measure an impairment loss.

A qualitative analysis was elected for the year

ended December 31, 2021.

A goodwill impairment

assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill.

The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment,

which primarily incorporates assumptions about operating results, business plans, income projections, anticipated future cash flows and market data.

If goodwill is determined to be impaired, an impairment loss, measured at the amount by which the

reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill, is recorded.

There was no impairment of goodwill for the year

ended December 31, 2021.

Long-term debt and debt issuance costs

The Company’s debt has historically consisted of credit facilities with financial institutions and secured and unsecured bonds.

Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method.

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

debt using the effective interest method.

Unamortized debt issuance costs associated with the revolving credit agreement, commercial paper and other similar arrangements are presented as an asset (regardless of whether there are any amounts

outstanding under the credit facility) and amortized over the life of the particular arrangement.

Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included

in the cost of the project.

Contingencies

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

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

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

The Company may be involved in legal actions in the ordinary

course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims.

The Company will recognize a loss contingency in the consolidated financial

statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss

may have been incurred.

Gain contingencies are not recorded until realized.

Revenue recognition

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

The 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.

Terminals and Infrastructure

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 and the sale of LNG cargos.

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

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 typically delivered in containers transported by truck to customer sites.

Revenue from sales of LNG delivered by truck is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, 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.

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.

The Company allocates consideration received from customers 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 leases of certain facilities and equipment to customers are accounted for as finance or operating leases.

The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the 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 consolidated statements of operations and comprehensive loss.

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 consolidated

statements of operations and comprehensive income (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 consolidated

balance sheets, respectively.

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 consolidated statements of operations and comprehensive loss.

Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the consolidated

statements of operations and comprehensive income (loss).

The principal component of the lease payment is reflected as a reduction to the net investment in the lease.

For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the consolidated statements of operations and comprehensive loss.

In addition to the revenue recognized from the leasing 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.

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.

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.

Receivables represent

unconditional rights to consideration.

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

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

Contract assets are recognized within Prepaid

expenses and other current assets, net and Other non-current assets, net on the consolidated balance sheets.

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

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

These costs are recognized in the period in which the costs are incurred and presented within Cost of sales in the consolidated statements of operations and comprehensive loss.

All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas.

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 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.

Contract termination charges and l oss on mitigation sales

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

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

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

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

During the year ended December 31, 2020 , the Company recognized a termination charge of $ 105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020 .

Loss on mitigation sales of $ 19,114 were recognized during the year ended December 31, 2020 .

has elected to present sales tax collections in the consolidated statements of operations and comprehensive income (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.

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 consolidated statements of operations and comprehensive income (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 consolidated statements of operations and comprehensive income (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 consolidated statements of operations and comprehensive income (loss).

Revenue includes lease payments under charters accounted for as operating leases and fees for repositioning vessels.

Revenue generated from charters contracts is

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 consolidated statements of operations and comprehensive income (loss).

Lease payments include 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 is 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 consolidated statements of operations and comprehensive income (loss) over the lease term.

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 consolidated statements of operations and comprehensive income (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 consolidated statements of operations and comprehensive income (loss).

Leases, as lessee

Effective January 1, 2020, the Company adopted ASU 2016-02, Leases (Topic 842), using a modified retrospective approach.

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

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

Effective January 1, 2020, the Company adopt ed Accounting

Standards Update (“ASU”) 2016 -02, Leases (Topic 842), using the modified retrospective approach.

The Company has entered into lease agreements for the use of LNG vessels, marine port space,

office space, land and equipment.

arising from the lease.

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

Leases with terms of 12 months or less are excluded from ROU assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term.

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

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

Leases with terms of 12 months or less are excluded from ROU

assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term.

Variable payments under short-term leases are recognized in the period in which the obligation that triggers

the variable payment becomes probable.

The Company, as lessee, has also elected the practical expedient

not to separate lease and non-lease components for marine port space, office space, land and equipment leases.

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

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

The allocation of lease payments between lease and

non-lease components has been determined based on the relative fair value of each component.

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

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

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

The fair value of the non-lease

component is estimated based on the estimated standalone price of operating the respective vessel, inclusive of the costs of the crew and other operating costs.

The Company has elected the land easement practical expedient,

which allows the Company to continue to account for pre-existing land easements as intangible assets under the accounting policy that existed before adoption of ASC 842 Leases .

Share-based compensation

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

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

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation , and ASC 505, Equity , which require all share-based payments to employees and members of the board of directors to be recognized as expense in the consolidated financial statements based on their grant date fair values.

The Company has elected not to estimate forfeitures of its share-based compensation awards but recognizes the reversal in compensation expense in the period in which the forfeiture occurs.

During the first quarter of 2020, the Company granted performance share units (“PSUs”) to certain employees and non-employees.

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

Federal and state income taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse.

Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities.

The Company adopted the New Fortress Energy Inc.

2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019.

Under the Incentive Plan, the

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

The Company accounts for share-based compensation in accordance with ASC 718, Compensation and ASC 505, Equity , which require all share-based payments to

employees and members of the board of directors to be recognized as expense in the consolidated financial statements based on their grant date fair values.

The Company has elected not to estimate forfeitures of its share-based compensation awards but

recognizes the reversal in compensation expense in the period in which the forfeiture occurs.

During the first quarter of 2020

and 2021, the Company granted performance share units (“PSUs”) to certain employees and non-employees.

The PSUs contain a performance condition, and vesting is determined based on achievement of a performance metric in the year subsequent to the

Compensation expense is recognized on a straight-line basis over the service period based on the expected attainment of a performance metric.

At each reporting period, the Company reassesses the probability of the achievement of the

performance metric, and any increase or decrease in share-based compensation expense resulting from an adjustment in the number of shares expected to vest is treated as a cumulative catch-up in the period of adjustment .

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.

Transaction and integration

Transaction and integration costs is 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.

termination charges and loss on mitigation sales

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

arrangements.

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

These costs are included in a separate line in the consolidated statements of operations and comprehensive income

(loss) because such costs are not related to inventory delivered to the Company’s customers.

During the year ended December 31, 2020, the Company recognized a termination charge of $ 105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020.

Loss on mitigation sales of $ 19,114 were recognized during the year ended December 31, 2020.

We did no t have such transactions during the year ended December 31, 2021.

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities by

applying the enacted tax rates in effect for the year in which the differences are expected to reverse.

Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and

Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the effect of tax positions only if those positions are more likely than not of being sustained.

Recognized tax positions are measured at the largest amount that is greater than 50 percent likely of being realized.

The Company recognizes the effect of tax positions only

if those positions are more likely than not of being sustained.

Recognized tax positions are measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement with the relevant tax authority.

Conclusions reached regarding tax positions are continually reviewed based on ongoing analyses of tax laws, regulations and interpretations thereof.

To the extent that the Company’s assessment of the conclusions reached regarding tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.

The Company reports interest and penalties relating to an underpayment of income taxes, if applicable, as a component of income tax expense.

To the extent that the Company’s assessment of the conclusions reached regarding tax positions

changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.

The Company reports interest and penalties relating to an underpayment of income taxes, if

applicable, as a component of income tax expense.

The Company has elected to treat amounts incurred under the global intangible low-taxed income (“GILTI”) rules as an expense in the period in which the tax is accrued.

Accordingly, no deferred tax assets or liabilities are recorded related to GILTI.

Foreign taxes

Certain subsidiaries of the Company are subject to income tax in the local jurisdiction in which they operate;

foreign taxes are computed based on the taxable income and the local jurisdictional tax rate.

Certain subsidiaries may be subject to payroll taxes, excise taxes, property taxes, sales and use taxes, in addition to income taxes in foreign countries in which they conduct business.

Certain subsidiaries may be subject to payroll taxes, excise taxes, property taxes, sales and use taxes, in addition to income taxes in foreign countries in which they

conduct business.

In addition, certain subsidiaries are exposed to local state taxes, such as franchise taxes.

Local state taxes that are not income taxes are recorded within Other expense (income), net in the consolidated statements of operations and comprehensive loss.

Net loss per share

Basic net loss per share (“EPS”) is computed by dividing net loss attributable to Class A common stock by the weighted average number of shares of Class A common stock outstanding during the period following the Reorganization.

Class B shares represented non-economic interests in the Company, and as such, prior to the Exchange Transactions, earnings were not allocated to Class B shares.

Local state taxes that are not income taxes are recorded within Other expense (income), net in the consolidated statements of operations

and comprehensive income (loss).

Net income (loss) per share

Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Class A common stock by

the weighted average number of shares of Class A common stock outstanding.

The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable.

For the years ended December 31, 2020 and 2019, there were no potentially dilutive shares outstanding.

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 as Transaction and integration

costs in the statements of operations and comprehensive income (loss).

The results of operations of acquired businesses are included in the Company’s consolidated statements of operations and comprehensive income (loss) from the date of

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.

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

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

consolidated statements of operations and comprehensive income (loss).

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.

The Company periodically assesses if impairment indicators exist at our equity method investments.

When an impairment is observed, any excess of the carrying amount over

its estimated fair value is recognized as impairment expense when the loss in value is deemed other-than-temporary and included in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) .

Loss of control of subsidiary

When there is a loss of control over a

subsidiary, the Company de-consolidates as of the date the Company ceases to have a financial interest.

The Company accounts for the deconsolidation of a subsidiary by recognizing a gain or loss in the consolidated statements of operations and

comprehensive income (loss), measured by the difference between the aggregate of the fair value of the consolidation received, fair value of any retained non-controlling interest in the former subsidiary and the carrying amount of any

non-controlling interest in the former subsidiary with the carrying amount of the former subsidiary’s assets and liabilities.

If a change of ownership interest causes a loss of control of a foreign entity, in addition to de-recognizing the assets

and liabilities, the Company also de-recognize any amounts previously recorded in other comprehensive income (loss).

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 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.

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.

The Company also accounts for arrangements that require the Company to pay sellers contingent payments in asset acquisitions as derivatives.

All derivative instruments are

initially recorded at fair value as either assets or liabilities on the consolidated balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative, unless they qualify for a Normal Purchases

and Normal Sales (“NPNS”) exception.

The Company has not designated any derivates as cash flow or fair value hedges;

however, certain instruments may be considered economic hedges.

Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered.

While these contracts are

considered derivative financial instruments under ASC 815, Derivatives and Hedging , they are not recorded at fair value, but on an accrual basis of accounting.

If it is determined that a transaction designated

as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings.

Adoption of new and revised standards

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

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

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2020:

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

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

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

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

The Company will adopt ASC 2019-12 in the first quarter of 2021 and does not expect the adoption of this new standard to materially impact the Company’s financial position, results of operations or cash flows.

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

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 ASU 2020-06,

Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity (ASU

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

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

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

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

ASU 2020-06 requires entities to provide

expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260, Earnings per Share , 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.

New and amended standards adopted by the Company:

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

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

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

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

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

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

The Company recorded credit loss expense of $ 316 for the year ended December 31, 2020.

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

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

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

However, unlike ASC 840, which required only capital leases to be recognized on the balance sheet, ASC 842 requires most leases to be recognized on the balance sheet as a ROU asset and a lease liability.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company has not capitalized a significant amount of implementation costs as a result of adopting this guidance in the year ended December 31, 2020, and the adoption did not result in material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

In December 2019, FASB issued ASU 2019-12, Income

Taxes (Topic 740):

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.

In March 2020, the FASB issued ASU 2020-04, Reference

Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

The guidance provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

The guidance was effective upon issuance and generally can be applied to applicable contract modifications and hedge relationships prospectively through December 31, 2022.

The guidance provides temporary optional expedients and exceptions to current accounting guidance on contract modifications and hedge

accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

The guidance was effective upon issuance

and generally can be applied to applicable contract modifications and hedge relationships prospectively through December 31, 2022.

The adoption of this guidance did not have a significant impact on the Company’s financial statements.

Revenue from contracts with customers

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

As of December 31, 2020 and 2019 , receivables related to revenue from contracts with customers totaled $ 76,431 and $ 40,731 , respectively, and were included in Receivables, net on the consolidated balance sheets, net of current expected credit losses of $ 98 and $ 0 , respectively.

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

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 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.

Refer to Note 5.

VIEs and Note 19.

Debt for discussion of the use of the London

Interbank Offered Rate (“LIBOR”) in connection with the Company’s financing arrangements.

The majority of the Company’s debt facilities include fallback provisions that contemplate the replacement of LIBOR.

The discontinuation of LIBOR will require

these arrangements to be modified to utilize an alternative interest rate.

The Company has made a policy election to adopt the optional expedients related to contract modifications related to its debt and certain other arrangements and will apply the

relief on a prospective basis as modifications are made.

The Company continues to monitor the activities of regulators and financial institutions to transition to an alternative reference rate and to review additional arrangements for references to

Accordingly, the Company may make additional optional elections in the future.

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

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

April 15, 2021

Cash consideration for Hygo Preferred Shares

Cash consideration for Hygo Common Shares

Total Cash Consideration

Merger consideration to be paid in shares of NFE Common

Total Non-Cash Consideration

Total Consideration

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.

The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment, including

determining the appropriate assumptions and estimates.

As of December 31, 2021, the allocation of the purchase price is preliminary due to the finalization of the evaluation of tax related matters.

The purchase price allocation will be finalized

once such matters have been resolved.

Accordingly, the fair value estimates presented below relating to this item is subject to change within the measurement period not to exceed one year from the date of acquisition.

Fair values assigned to the

assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follow s:

April 15, 2021

Assets Acquired

Cash and cash equivalents

Restricted cash

Accounts receivable

Other current assets

Assets under development

Property, plant and equipment, net

Equity method investments

Finance leases, net

Deferred tax assets, net

Other non-current assets

Total assets acquired:

Liabilities Assumed

Current portion of long-term debt

Accounts payable

Accrued liabilities

Other current liabilities

Long-term debt

Deferred tax liabilities, net

Other non-current liabilities

Total liabilities assumed:

Non-controlling interest

Net assets acquired:

For the year ended December 31, 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 $ 2,740 ,

and the Company recognized additional interest expense of $ 1,088 for the year ended December 31, 2021.

The fair value of Hygo’s non-controlling interest (“NCI”) as of April 15, 2021 was $ 40,414 , 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.

represents access to additional LNG and natural gas distribution systems and power markets, including workforce that will allow the Company to rapidly develop and deploy LNG to power solutions.

While the goodwill is not deductible for local tax

purposes, it is treated as an amortizable expense for the U.S.

global intangible low-taxed income (“GILTI”) computation.

The Company’s results of operations for the year ended December 31, 2021 include Hygo’s result of

operations from the date of acquisition, April 15, 2021, through December 31, 2021.

Revenue and net income attributable to Hygo during the period was $ 67,089

and $ 4,551 , respectively.

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 gained vessels to support the existing terminals and business

development pipeline, as well as an interest in a floating natural gas liquefaction 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

April 15, 2021

GMLP Common Units ($ 3.55 per unit x 69,301,636 units)

GMLP General Partner Interest ($ 3.55 per unit x 1,436,391 units)

Partnership Phantom Units ($ 3.55 per unit x 58,960 units)

Cash Consideration

GMLP debt repaid in acquisition

Total Cash Consideration

Cash settlement of preexisting relationship

Total Consideration

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.

The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities

requires the use of judgment, including determining the appropriate assumptions and estimates.

As of December 31, 2021, the allocation of the purchase price is preliminary due to the finalization of the evaluation of tax related matters.

purchase price allocation will be finalized once such matters have been resolved.

Accordingly, the fair value estimates presented below relating to this item is subject to change within the measurement period not to exceed one year from the date of

Fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of GMLP as of the closing date were as follows:

April 15, 2021

Assets Acquired

Cash and cash equivalents

Restricted cash

Accounts receivable

Other current assets

Equity method investments

Property, plant and equipment, net

Intangible assets, net

Deferred tax assets, net

Other non-current assets

Total assets acquired:

Liabilities Assumed

Current portion of long-term debt

Accounts payable

Accrued liabilities

Other current liabilities

Deferred tax liabilities, net

Other non-current liabilities

Total liabilities assumed:

Non-controlling interest

Net assets to be acquired:

For the year ended December 31, 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

adjustments impacted the fair value of intangible assets acquired and debt assumed, including associated impacts to deferred tax liabilities and non-controlling interests .

The measurement period adjustments increased goodwill by $ 14,273 , and the Company recognized amortization of $ 11,119

of the discount on debt and amortization of $ 415 of intangibles as an addition to interest expense and amortization expense, respectively,

for the period after the GMLP Merger.

The fair value of GMLP’s NCI as of April 15, 2021 was $ 196,156 , 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 $ 106,500 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 were 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 consolidated statements of operations and comprehensive income (loss) in the second quarter of 2021.

The Company’s results of operations for the year ended December 31, 2021 include GMLP’s result of

operations from the date of acquisition, April 15, 2021, through December 31, 2021.

Revenue and net income attributable to GMLP during this period was $ 191,437

and $ 111,679 , respectively.

Acquisition costs associated with the Mergers of $ 33,907 for the year ended December 31, 2021 were included in Transaction and integration costs in the Company’s consolidated statements of operations and comprehensive income

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.

Year Ended December 31,

Net income (loss)

Net income (loss) attributable to stockholders

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.

Pro forma net income (loss) for the year ended December 31, 2020 includes non-recurring expenses

associated with the Mergers of $ 37,885 ;

such non-recurring expenses have been removed from the pro forma financial information for the year

ended December 31, 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

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 $ 329 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.

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.

The Company pays Golar Bermuda an aggregate annual fee of $ 300 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 $ 10,881 for the year ended December 31, 2021 in management, services or guarantee fees under these agreements with GLNG, Golar Management or GLNG

affiliated entities.

Asset acquisitions

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

(“CH4”), an entity that owns key permits and authorizations to develop an LNG terminal and an up to 1.37GW gas-fired power

plant at the Port of Suape in Brazil.

The purchase consideration consisted of $ 903 of cash paid at closing in addition to potential future

payments contingent on achieving certain construction milestones of up to 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 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

For the year ended December 31, 2021, the Company recognized a gain from the change in fair value of the derivative liability of $ 31 ,

which is presented in Other (income) expense, net in the consolidated statements of operations and comprehensive income (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.

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,

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 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 year ended December 31, 2021, the Company recognized a gain from the change in fair value of the derivative liability of $ 752 , which is presented in Other (income) expense, net in the consolidated statements of operations and comprehensive income (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 consolidated

balance sheets;

the remaining purchase consideration was related to working capital acquired.

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 hold an equity investment in these entities, these lessor VIEs are consolidated in the

consolidated financial statements, and all equity attributable to these lessor VIEs is included in non-controlling interest in the consolidated financial statements.

Transactions between our wholly-owned subsidiaries and these VIEs are eliminated

in consolidation, including sale leaseback transactions.

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.

China Merchants Bank Lending (“CMBL”)

In November 2015, the Eskimo was sold to a subsidiary of CMBL, Sea 23 Leasing

Limited (“Eskimo SPV”), and subsequently leased back under a bareboat charter for a term of ten years .

The Company had 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.

In November 2021, the Company exercised its option to repurchase the Eskimo for

a total payment of $ 190,518 .

After exercising the repurchase option, the Company no longer has a controlling financial interest in the

Eskimo SPV, and therefore, upon closing of the repurchase option, the Company deconsolidated the Eskimo SPV from its financial results.

The Company has recognized a loss of $ 10,975 from exiting this financing arrangement in loss on extinguishment of debt, net in the consolidated statements of operations and comprehensive income (loss).

While the Company does not hold an equity investment in the above SPVs, the Company has a variable interest in these

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 CCBFL, COSCO, AVIC and prior to the repurchase, CMBL, in their respective VIEs is included in non-controlling interests in the consolidated financial statements.

As of December 31, 2021, the Penguin and Celsius was recorded in Property, plant and equipment, net on the consolidated balance sheet, and the Nanook was

recognized in Finance leases, net on the consolidated balance sheet.

The following table gives a summary of the sale and leaseback arrangements, including repurchase options and obligations

as of December 31, 2021:

End of lease term

repurchase option

Repurchase price at next repurchase option date

Repurchase obligation at end of lease term

September 2030

December 2025

December 2022

A summary of payment obligations under the bareboat charters with the lessor VIEs as of December 31, 2021, are shown

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 consolidated balance sheet as of

December 31, 2021 are as follows:

Restricted cash

Long-term interest bearing debt - current portion

Long-term interest bearing debt - non-current portion

As a result of the Mergers, the most significant impact of the lessor VIEs operations on the Company’s consolidated

statement of operations is an addition to interest expense of $ 11,766 for the year ended December 31, 2021.

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 $ 2,465

has been recognized as an addition to interest expense incurred of $ 9,301 for the year ended December 31, 2021.

The most significant

impact of the lessor VIEs cash flows on the consolidated statements of cash flows is net cash used in financing activities of $ 236,916

for the period subsequent to the completion of the Mergers.

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 December 31, 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 $ 366,504 and the outstanding portion of the Hilli Leaseback (defined below) which have been

guaranteed by the Company.

PT Golar Indonesia (“PTGI”)

The Company acquired all of the voting stock and controls all of the economic interests in PTGI pursuant to a

shareholders’ agreement with the other shareholder of PTGI, PT Pesona Sentra Utama (“PT Pesona”), as part of the acquisition of GMLP.

PT Pesona holds the remaining 51 % interest in the issued share capital of PTGI and provides agency and local representation services for the Company with respect to NR Satu.

PTGI is the owner and operator of NR

The Company determined that PTGI is a VIE, and the Company is the primary beneficiary of PTGI.

Thus, PTGI has been consolidated into the financial statements.

The following table summarizes the balance sheet of PTGI as of December 31, 2021:

Current assets

Cash & cash equivalents

Receivables, net

Total current assets

Property, plant and equipment, net

Intangible assets, net

Other non-current assets, net

Accounts payable

Accrued liabilities

Other current liabilities

Total current liabilities

Deferred tax liabilities, net

Total liabilities

Total stockholder’s equity

Total liabilities and stockholder’s equity

Trade creditors of PTGI have no recourse

to our general credit.

PTGI paid no dividends to PT Persona during the period after the Mergers.

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, and the sale of LNG cargos.

Included in operating revenue is revenue from cargo sales of $ 462,695 for the year ended December 31, 2021;

there were no comparable

transactions for the year ended December 31, 2020.

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 :

Year Ended December 31,

Development services revenue

Interest income and other revenue

Total other revenue

Development services revenue recognized in the years ended December 31, 2021, 2020 and 2019 included $ 114,654 , $ 118,757 and $ 0 , 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 December 31, 2021 and 2020 , receivables

related to revenue from contracts with customers totaled $ 192,533

and $ 76,431 , respectively, and were included in Receivables, net

on the consolidated balance sheets, net of current expected credit losses of $ 164 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, Revenue from Contracts with Customers, 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 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 December 31, 2021 and 2020 are detailed below:

8 unchanged sentences

Contract assets are presented net of expected credit losses of $ 442 and $ 376 as of December 31, 2021 and 2020 , respectively.

As of December 31, 2020 , the Company has unbilled receivables, net of current expected credit losses, of $ 6,818 , of which $ 356 is presented within Other current assets and $ 6,462 is presented within Other non-current assets on the consolidated balance sheets.

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

Operating revenue which includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, was $ 318,311 , $ 145,500 and $ 96,906 for the years ended December 31, 2020, 2019 and 2018 respectively.

During March 2020 , the Company began to deliver power and steam recognizing $ 23,062 in operating revenue for the year ended December 31, 2020 .

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

The table below summarizes the balances in Other revenue :

Year Ended December 31,

Development services revenue

Lease and other revenue

Total other revenue

Development services revenue recognized in the year ended December 31, 2020 included $ 118,757 for the customer’s use of natural gas as part of commissioning their assets.

As of December 31, 2021 and 2020, contract assets was comprised of $ 43,839

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 December 31, 2021, the Company has capitalized $ 10,981 ,

of which $ 604 of these costs is presented within Other current assets and $ 10,377 is presented within Other non-current assets on the 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 consolidated balance sheets.

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 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 is $ 4,357,054 as of December 31, 2020 , representing the fixed margin multiplied by the outstanding minimum guaranteed volumes.

The fixed transaction price allocated to the remaining performance obligations under these arrangements 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 :

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.

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.

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

As of December 31, 2019 , the Company had capitalized $ 8,839 , of which $ 331 of these costs was presented within Other current assets and $ 8,508 was presented within Other non-current assets on the 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 .

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.

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:

Property, plant and equipment

Accumulated depreciation

Property, plant and equipment, net

The components of lease income from vessel operating leases for the year ended December 31, 2021 were as follows:

December 31, 2021

Operating lease income

Variable lease income

Total operating lease income

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.

After the completion of the Mergers, the Company recognized interest income of $ 32,880 for the year ended December 31, 2021 related to the finance lease of the Nanook , which is included

within Other revenue in the consolidated statements of operations and comprehensive income (loss).

The Company recognized revenue of $ 5,549

for the year ended December 31, 2021 related to the operation and services agreement within Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2021, there were outstanding

balances due from CELSE of $ 6,428 , of which $ 4,371 is recognized in Receivables, net and a loan to CELSE of $ 2,057 is recognized in Prepaid

expenses and other current assets, net on the 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 December 31, 2021, for 2022 through 2026 and

Future cash receipts

Financing Leases

Operating Leases

Total minimum lease receivable

Unguaranteed residual value

Gross investment in sales-type lease

Unearned interest income

Current expected credit losses

Net investment in leased vessel

Current portion of net investment in leased asset

Non-current portion of net investment in leased asset

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.

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

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.

For the year ended December 31, 2020, the Company’s operating lease cost recorded within the consolidated statements of operations and comprehensive loss were as follows:

December 31 ,

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.

As of December 31, 2021 and 2020, right-of-use

assets, current lease liabilities and non-current lease liabilities consisted of the following:

Operating right-of-use assets

Finance right-of-use assets (1)

Total right-of-use assets

Current lease liabilities:

Operating lease liabilities

Finance lease liabilities

Total current lease liabilities

Non-current lease liabilities:

Operating lease liabilities

Finance lease liabilities

Total non-current lease liabilities

(1) Finance lease right-of-use assets are recorded net of accumulated amortization of $ 622 as of December 31, 2021.

For the years ended December 31, 2021 and 2020, the Company’s operating lease

cost recorded within the consolidated statements of operations and comprehensive income (loss) were as follows:

Year Ended December 31,

Fixed lease cost

4 unchanged sentences

Lease cost - Selling, general and administrative

For the year ended December 31, 2020, the Company has capitalized $ 10,457 of lease costs for vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to bring inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory.

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

Supplemental cash flow information related to leases was as follows for the year ended December 31, 2020:

December 31 ,

For the years ended December 31, 2021 and 2020, the Company has capitalized $ 15,568 and $ 10,457 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 bring inventory from a supplier’s facilities to the Company’s storage

locations which are capitalized to inventory.

During the year ended December 31, 2019, the

Company recognized rental expense for all operating leases of $ 37,069 related primarily to LNG vessel time charters, office space, a land

site lease and marine port berth leases.

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 year ended December 31, 2021, the Company recognized interest expense related to finance

leases of $ 409 , which is included within Interest expense, net in the consolidated statements of operations and comprehensive income

For the year ended December 31, 2021, the Company recognized amortization of the right-of-use asset related to finance leases of $ 622 ,

which is included within Depreciation and amortization in the consolidated statements of operations and comprehensive income (loss).

Cash paid for operating leases is reported in operating activities in the

consolidated statements of cash flows.

Supplemental cash flow information related to leases was as follows for the years ended December 30, 2021 and 2020:

Year Ended December 31,

Operating cash outflows for operating lease liabilities

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

The future payments due under operating leases as of December 31, 2020 are as follows:

Financing cash outflows for finance lease liabilities

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

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

The future payments due under operating and finance leases as of December 31, 2021

are as follows:

Operating Leases

Financing Leases

Total Lease Payments

3 unchanged sentences

Non-current lease liability

As of December 31, 2020, the weighted-average remaining lease term for all operating leases was 7.2 years.

As of December 31, 2021, the weighted-average remaining lease term for operating

leases was 9.3 years and finance leases was 5.1 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 December 31, 2020 was 8.3 %.

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

Year ending December 31 :

During the years ended December 31, 2019 and 2018, the Company recognized rental expense for all operating leases of $ 37,069 and $ 23,687 , respectively, related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases.

The Company has entered into several leases for ISO tanks that have not commenced as of December 31, 2020 with noncancelable terms of 5 years and including fixed payments of approximately $ 19 million.

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

Property, plant and equipment subject to operating leases is included within ISO containers and other equipment within Note 11.

Property, plant and equipment, net.

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

December 31 ,

Property, plant and equipment

Accumulated depreciation

Property, plant and equipment, net

The following table shows the expected future lease payments as of December 31, 2020, for 2021 through 2025 and thereafter:

Future cash receipts

Financing leases

Operating leases

Imputed interest

Present value of total lease receipts

Current finance leases, net

Non-current finance leases, net

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.

The weighted average

discount rate associated with operating leases as of December 31, 2021 and 2020 was 8.7 % and 8.3 %, respectively.

The weighted average discount rate associated with finance leases as of December 31, 2021 is 5.1 %.

The Company has executed a lease for an LNG carrier that has not commenced as of

December 31, 2021 with noncancelable terms of 7 years and including fixed payments of approximately $ 198.1 million.

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 support repayment 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 December 31, 2021:

Notional Amount

(in thousands)

Maturity Dates

Fixed Interest Rate

Forward Foreign Exchange Rate

Interest rate swap:

Receiving floating, pay fixed

Cross currency interest rate swap - Debenture Loan

September 2024

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 consolidated statements of operations and comprehensive income (loss) in Other (income) expense, net .

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.

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.

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.

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.

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

about those future amounts.

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

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

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of

December 31, 2021 and 2020:

December 31, 2021

December 31, 2020

Carrying Value

Non-Derivatives:

Cash and cash equivalents

4 unchanged sentences

Market approach

Derivative liability¹

Income approach

Equity agreement²

Income approach

December 31, 2019

Cash and cash equivalents

Market approach

Restricted cash

Market approach

Investment in equity securities

Market approach

Long-term debt (1)

Market approach

Derivative liability (2) (3)

2 unchanged sentences

Income approach

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

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

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

The table below summarizes the fair value adjustment, recorded within Other expense (income), net in the consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the year ended December 31, 2020 and 2019:

Fair value adjustment - Loss

Currency translation adjustment - Loss/(gain)

During the years ended December 31, 2020 and 2019, the Company had no settlements of the equity agreement or derivative liability or any transfers in or out of Level 3 in the fair value hierarchy.

The liability associated with the equity agreement of $ 22,768 and $ 16,800 as of December 31, 2020 and 2019, respectively, is recorded within Other current liabilities on the consolidated balance sheets.

The liability associated with the derivative liability of $ 10,716 and $ 9,800 as of December 31, 2020 and 2019, respectively, is recorded within Other long-term liabilities on the consolidated balance sheets.

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

The fair value of the Senior Secured Notes (defined below in “Note 15.

Debt”) was approximately $ 1,327,488 as of December 31, 2020.

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

Interest rate swap liability (5) (6)

Income approach

Long-term debt is recorded at amortized cost

on the consolidated balance sheets, and is presented in the above table on a gross basis and not reflective of the deferred financing costs of $ 40,125 and $ 10,439 as of December 31, 2021 and December 31, 2020, respectively.

Consideration due to the sellers in assets

acquistions when certain contingent events occur.

The liability associated with the derivative liabilities is recorded within Other current liabilities and Other long-term liabilities on the consolidated balance sheets.

The Company estimates fair value of the

derivative liability and equity agreement using a discounted cash flows method with discount rates based on with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent event occurring.

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 consolidated balance

Interest rate swap liability and cross currency interest rate swap liability is presented within Other current liabilities on the

consolidated balance sheet s.

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 December 31, 2021 and 2020 and are classified as Level 1 within the fair value hierarchy.

As part of the Hygo Merger, the Company assumed liabilities of $ 8,608 for payments due to sellers in asset acquisitions completed prior to the Hygo Merger, and these liabilities are reflected as derivative

Activity during the year ended December 31, 2021 also included the recognition of additional derivative liabilities from transactions accounted for as asset acquisitions of $ 10,520 (Note 4).

During the years December 31, 2021 and 2020, the Company had no settlements of the equity

agreement or derivative liabilities or any transfers in or out of Level 3 in the fair value hierarchy.

The 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 consolidated

statements of operations and comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 :

Year Ended December 31,

Investment in equity securities - Fair value adjustment - (Gain) loss

Derivative Liability/Equity Agreement - Fair value adjustment - (Gain) loss

Interest rate swap - Fair value adjustment - (Gain) loss

Cross currency interest rate swap - Fair value adjustment - (Gain) loss

Under the Company’s interest rate swap, the Company is required to provide cash

collateral, and as of December 31, 2021, $ 12,500 of cash

collateral is presented as restricted cash on the consolidated balance sheets .

Restricted cash

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

Cash held by lessor VIEs

Collateral for letters of credit and performance bonds

Collateral for interest rate swaps

Collateral for performance under customer agreements

Collateral for LNG purchases

Collateral for letters of credit and performance bonds

Debt service reserve account

Other restricted cash

2 unchanged sentences

Non-current restricted cash

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 consolidated balance sheets as of December 31, 2021.

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

4 unchanged sentences

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 consolidated statements of operations and comprehensive loss.

The Company recorded an adjustment to the value of inventory of $ 0 , $ 251 and $ 0 during the years ended December 31, 2020, 2019 and 2018, respectively.

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

adjustments were recorded during the years ended December 31, 2021 and 2020.

The Company recorded an adjustment to the value of inventory of $ 251 during the year ended December 31, 2019.

Prepaid expenses and other current assets

1 unchanged sentence

Prepaid expenses

Due from affiliates (Note 21)

Recoverable taxes

Due from affiliates

Other current assets

Total prepaid expenses and other current assets, net

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

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

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:

December 31, 2021

Equity method investments as of December 31, 2020

Acquisition of equity method investments in the Mergers

Equity in earnings / losses of investees

Foreign currency translation adjustment

Equity method investments as of December 31, 2021

The carrying amount of equity method investments as of December 31, 2021 is as

December 31, 2021

As of December 31, 2021, the carrying value of the Company’s equity method

investments exceeded its proportionate share of the underlying net assets of its investees by $ 792,995 .

In conjunction with the provisional

amounts recognized for the Mergers, the basis difference of $ 750,824 was allocated to tangible assets, identifiable intangible assets,

liabilities and goodwill, and the basis difference attributable to amortizable net assets is amortized to Income from equity method investments over the remaining estimated useful lives of the underlying assets.

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.

The following table summarizes the financial information of CELSEPAR shown on a 100 % basis as of December 31, 2021 and the period subsequent to the Mergers:

December 31, 2021

Balance sheet

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Statement of operations

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

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

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.

Operating expense reimbursements did not materially impact the results of operations 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 %.

The following table summarizes the financial information of Hilli LLC shown on a 100 % basis as of December 31, 2021 and the period subsequent to the Mergers:

December 31, 2021

Balance sheet

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Statement of operations

During the period subsequent to the completion of the Mergers, net income for the

year ended December 31, 2021 significantly exceeded total revenues for Hilli LLC as a result of the unrealized mark-to market movement in the oil derivative asset associated to the fair value of the Brent Crude price.

The unrealized mark-to market

movement in the oil derivative asset is allocated to the Series A Special unitholders only;

as the Company does not own any of the Series A Special Units, gains and losses from income attributable to these units are not reflected in the Company’s

income from equity method investments.

Construction in progress

1 unchanged sentence

Balance at beginning of period

Transferred to property, plant and equipment, net (Note 11)

Acquisition of construction in progress from business combinations

Impact of change in FX rates

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

Balance at end of period

Interest expense of $ 25,924 , $ 25,172 and $ 1,732 was capitalized for the years ended December 31, 2020, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 15.

Interest expense of $ 30,093 , $ 25,924 and $ 25,172 , inclusive of amortized debt issuance costs, was capitalized for the years ended December 31, 2021, 2020 and 2019, respectively .

The Company’s development activities are

primarily in Latin America as of December 31, 2021, and the completion of such development is subject to risks related to successful completion, including those related to government approvals, site identification, financing, construction

permitting and contract compliance.

Property, plant and equipment, net

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

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

Terminal and power plant equipment

7 unchanged sentences

Total property, plant and equipment, net

Depreciation for years ended December 31, 2020, 2019 and 2018 totaled $ 32,116 , $ 7,527 and $ 3,900 , respectively, of which $ 927 , $ 701 and $ 713 , respectively, is included within Cost of sales in the consolidated statements of operations and comprehensive loss.

Intangible assets, net

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

for the years ended December 31, 2021, 2020 and 2019 totaled $ 80,220 , $ 32,116 and $ 7,527 , respectively, of which $ 1,167 , $ 927 and $ 701 , r espectively, is included within Cost of sales in the consolidated statements of operations and comprehensive income (loss).

Capitalized drydocking costs of $ 8,087 are included in the

vessel cost for December 31, 2021 which are depreciated from the completion of drydocking until the next expected dry docking.

Goodwill and intangible assets

The following table summarizes the changes in the carrying amount of goodwill as of December 31, 2021 and 2020:

Terminals and

Infrastructure

Balance at December 31, 2020

Acquired in the Mergers

Balance at December 31, 2021

The Company performed its annual goodwill impairment test as of October 1, 2021 and conducted a qualitative assessment.

The Company concluded that it was not more

likely than not that the fair value of each reporting unit was less than the carrying amount, and no goodwill impairment charges were recognized during the year ended December 31, 2021.

Intangible assets

The following tables summarize the composition of intangible assets as of December 31, 2021 and 2020:

December 31, 2021

Gross Carrying

Weighted Average

Currency Translation Adjustment

Definite-lived intangible assets

Shannon LNG permits

Favorable vessel

charter contracts

Permits and development rights

Acquired power purchase agreements

Indefinite-lived intangible assets

2 unchanged sentences

Gross Carrying

Weighted Average

Currency Translation

Definite-lived intangible assets

Shannon LNG permits

Indefinite-lived intangible assets

Total intangible assets

As of December 31, 2020 and 2019, the weighted-average remaining amortization periods for the intangible assets was 37.5 years and 38.8 years, respectively.

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

Amortization for the years ended December 31, 2020 and 2019 totaled $ 1,120 and $ 1,114 , respectively.

The estimated aggregate amortization expense for each of the next five years is:

Year ending December 31:

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 $ 106,500 .

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

Acquisitions).

As of December 31, 2021 and 2020, the weighted-average remaining amortization periods for the intangible assets were 14.7 years and 37.5 years, respectively.

Amortization expense

for the year ended December 31, 2021 totaled $ 18,609 , which is inclusive of reductions in expense for the amortization of unfavorable

contract liabilities assumed in the Mergers.

Amortization expense for the years ended December 31, 2020 and 2019 totaled $ 1,120 and $ 1,114 , respectively.

The estimated aggregate amortization expense, inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers, for each of the next five years is:

Year ended December 31:

Other non-current assets

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

Nonrefundable deposit

Contract asset, net (Note 6)

Investments in equity securities

Cost to fulfill (Note 6)

Unbilled receivables, net (Note 4)

Upfront payments to customers

Port access rights and initial lease costs

Total other non-current assets, net

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 upfront payments to our service providers, a long-term refundable deposit and investments in equity securities.

During the fourth quarter of 2020 , the Company invested $ 1,000 in a hydrogen technology development company through a Simple Agreement for Future Equity (“SAFE”) that will convert to preferred shares upon completion of a qualified financing by the investee, and this amount is classified within other in the table above.

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

Total other non-current assets

Deposits as of December 31, 2020 are primarily related to deposits for land purchases in Ireland that we completed in 2021.

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.

The Company recognized unrealized gains

(losses) on its investments in equity securities of $ 8,254 , $( 2,284 ) and $( 1,116 ) for the year ended December 31, 2021, 2020

and 2019, respectively within Other (income), net in the consolidated statements of operations and comprehensive income (loss) .

Other includes upfront payments to our

service providers and financing costs associated with the Revolving Facility .

Accrued liabilities

3 unchanged sentences

Accrued bonuses

Accrued vessel operating and drydocking expenses

Accrued consideration in asset acquisition

Other accrued expenses

Total accrued liabilities

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

Other current liabilities

December 31, 2021 and 2020, other current liabilities consisted of the following:

Deferred revenue

Interest rate swaps (Note 8)

Equity agreement (Note 8)

Income tax payable

Due to affiliates

Other current liabilities

Total other current liabilities

revenue includes contract liabilities and prepayments received from lessees under charter agreements.

Other primarily consists of the value of unfavorable contracts assumed in the Mergers.

As of December 31, 2021 and 2020, debt consisted of

the following:

Decemb er 31, 2021

December 31, 2020

Senior Secured Notes, due September 2025

Term Loan Facility, due January 21, 2020

Senior Secured Bonds, due September 2034

Senior Secured Bonds, due December 2034

Senior Unsecured Bonds, due September 2036

Senior Secured Notes

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

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

Senior Secured Notes, due September 2026

Vessel Term Loan Facility, due September 2024

Debenture Loan, due September 2024

Revolving Facility

Subtotal (excluding lessor VIE loans)

CCBFL VIE loan :

Golar Nanook SPV facility, due September 2030

COSCO VIE loan :

Golar Penguin SPV facility, due December 2025

AVIC VIE loan :

Golar Celsius SPV facility, due September 2023 / May 2027

Current portion of long-term debt

Long-term debt

Our outstanding debt as of December 31, 2021 is repayable as follows:

Decem ber 31, 2021

fair value adjustments to assumed debt obligations

deferred finance charges

Total debt, net deferred finance charges

In September 2020,

the Company issued $ 1,000,000 of 6.75 %

senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”).

Interest is payable semi-annually

in arrears on March 15 and September 15 of each year, commencing on March 15, 2021;

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

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

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

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

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

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

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

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

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

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

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

As a portion of the repayment of the Credit Agreement was a modification, the Company recorded $ 4,028 of third -party fees in Selling, general and administrative in the 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 Senior Secured Notes in a private offering pursuant to Rule 144 A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of Senior Secured Notes herein).

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 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 consolidated statements of operations and comprehensive

December 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 December 31, 2020 , total remaining unamortized deferred financing costs were $ 10,439 .

The Credit Agreement

On January 10, 2020 , the Company entered into a credit agreement to borrow $ 800,000 in term loans (the “Credit Agreement”).

The Credit Agreement was set to mature in January 2023 with the full principal balance due upon maturity.

Interest was payable quarterly and was based on a LIBOR rate divided by one minus the applicable reserve requirement, subject to a floor of 1.50 % , plus a margin of 6.25 % .

The interest rate margin was to increase each year of the term by 1.50 % .

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

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

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

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

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

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

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

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

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

Term Loan Facility

On August 16, 2018, the Company entered into a credit agreement with a syndicate of two lenders to borrow up to an aggregate principal amount of $ 240,000 , and proceeds received from this credit agreement were utilized to repay prior debt facilities.

On December 31, 2018, the Company amended this credit agreement to increase the available borrowing principal amount to $ 500,000 (as amended, the “Term Loan Facility”), and as of December 31, 2018, the Company had an outstanding principal balance of $ 280,000 under the Term Loan Facility.

On March 21, 2019, the Company drew an additional $ 220,000 , bringing the Company’s total outstanding borrowings to $ 500,000 under the Term Loan Facility.

All borrowings under the Term Loan Facility bore interest at a rate selected by the Company of either (i) LIBOR divided by one minus the applicable reserve requirement plus a spread of 4 % or (ii) subject to a floor of 1 %, a Base Rate equal to the higher of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1 % or (c) the 1-month LIBOR rate plus 1.00 % plus a spread of 3.0 %.

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

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

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

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

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

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

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

Upon the exercise of each extension option, the Company would pay a fee equal to 1.0 % of the outstanding principal balance at the time of the exercise and the spread on LIBOR and Base Rate would increase by 0.5 % .

O n December 30, 2019, the Company entered into an amendment with the lenders to extend the maturity to January 21, 2020;

no fees were due to lenders from the execution of this amendment.

On January 15, 2020, the Company repaid the full amount outstanding including fees due to the lenders using proceeds from the Credit Agreement to extinguish the Term Loan Facility.

In conjunction with the extinguishment of the Term Loan Facility, the Company recognized a Loss on extinguishment of debt of $ 9,557 in the consolidated statements of operations and comprehensive loss .

South Power Bonds

On September 2, 2019, NFE South Power Holdings Limited (“South Power”), a consolidated subsidiary of the Company, entered into a facility for the issuance of secured and unsecured bonds (the “Senior Secured Bonds” and “Senior Unsecured Bonds”, respectively) and subsequently issued $ 73,317 and $ 43,683 in Senior Secured Bonds and Senior Unsecured Bonds, respectively.

The Senior Secured Bonds were secured by the dual-fired combined heat and power facility in Clarendon, Jamaica (the “CHP Plant”) and related receivables and assets, and the proceeds were used to fund the completion of the CHP Plant and to reimburse shareholder advances.

Upon completion of construction of the CHP Plant in the fourth quarter of 2019, South Power issued an additional $ 63,000 in Senior Secured Bonds.

The Company received $ 10,856 of the proceeds in 2019 and received the remaining proceeds of $ 52,144 in January 2020.

The Senior Secured Bonds bore interest at an annual fixed rate of 8.25 % and matured 15 years from the closing date of each issuance.

No principal payments were due for the first seven years.

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

Interest payments on outstanding principal balances were due quarterly.

The Senior Unsecured Bonds bore interest at an annual fixed rate of 11.00 % and matured in September 2036 .

No principal payments were due for the first nine years .

Beginning in 2028, principal payments were due quarterly on an escalating schedule.

Interest payments on outstanding principal balances were due quarterly.

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

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

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

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

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

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

As of December 31, 2021 and 2020, remaining unamortized deferred financing costs for the 2025 Notes were $ 8,804 and $ 10,439 , respectively.

April 2021, the Company issued $ 1,500,000 of 6.50 % senior secured notes in a private offering pursuant to Rule 144A 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.

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 Mergers and pay related fees and expenses.

connection with the issuance of the 2026 Notes, the Company incurred $ 25,217 in origination, structuring and other fees, which was

deferred as a reduction of the principal balance of the 2026 Notes on the consolidated balance sheets.

As of December 31, 2021, total remaining unamortized deferred financing costs for the 2026 Notes was $ 22,488 .

Vessel Term Loan Facility

September 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.

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.

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 December 31, 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 $ 660,567 .

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 December 31, 2021.

In connection with the closing the Vessel Term Loan Facility, the Company incurred $ 6,324 in origination, structuring and

other fees, which was deferred as a reduction of the principal balance of the Vessel Term Loan Facility on the consolidated balance sheets.

As of December 31, 2021, total remaining unamortized deferred financing costs for the Vessel Term Loan

Facility was $ 5,652 .

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”).

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.

In August 2021, NFE South Power Holdings Limited (“South Power”), a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP Facility”), initially receiving approximately $ 100,000 .

The CHP Facility was secured by a mortgage over the lease of the site on which the Company’s combined heat and power plant in Clarendon, Jamaica (“CHP Plant”)

and related security.

The Company incurred $ 3,243 in origination, structuring and other fees, which was deferred as a reduction of

the principal balance of the CHP Facility on the consolidated balance sheets.

As of December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $ 3,180 .

Subsequent to December 31, 2021, South Power and the counterparty to the CHP Facility agreed to rescind the CHP Facility and entered into an agreement for the issuance of secured bonds (“South Power 2029 Bonds”) and subsequently

authorized the issuance of up to $ 285,000 in CHP Senior Secured Bonds.

The South Power 2029 Bonds are secured by, amongst other

things, the CHP Plant.

Amounts outstanding at the time of the mutual rescission of the CHP Facility of $ 100,000 were credited

towards the purchase price of the South Power 2029 Bonds.

In February 2022, the Company issued $ 59,730 of South Power 2029 Bonds.

The South Power 2029 Bonds will bear interest at an annual fixed rate of 6.50 % and will mature seven years from the closing date of the final tranche.

No principal payments will be due until 2025.

It is expected that beginning in May 2025,

principal payments will be due on a quarterly basis.

Interest payments on outstanding principal balances will be due quarterly.

South Power will be required to comply with certain financial covenants as well as customary affirmative and negative covenants.

The South Power 2029 Bonds also provides for customary events of default, prepayment and cure provisions.

Revolving Facility

In April 2021, the Company entered into a $ 200,000 senior secured revolving facility (the “Revolving Facility”).

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

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.

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 December

The Company incurred $ 4,321 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 consolidated balance sheets.

As of December 31, 2021, total remaining unamortized deferred financing costs for the Revolving Facility was $ 3,807 .

As of December 31, 2021, the full capacity of the Revolving Facility has been drawn and $ 200,000 remains 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 consolidated financial statements.

CCBFL – Nanook SPV facility

The SPV, Compass Shipping 23 Corporation Limited, the owner of the Nanook, has a long-term loan facility due to its parent that is denominated in USD, which matures in September 2030 and bears interest at a fixed rate of 2.5 %

as of December 31, 2021.

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 with a balloon payment due upon maturity in December 2025 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.

AVIC – Celsius SPV facility

The SPV, Noble Celsius Shipping Limited, the owner of the Celsius, has two long-term loan facilities that are denominated

The first facility is repayable in quarterly installments over a term of approximately seven years with a balloon

payment of $ 37,179 due upon maturity in May 2027 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 $ 121,308 on the date of the Mergers.

The discount recognized in purchase accounting will be recognized as additional

interest expense until maturity.

CMBL – Eskimo SPV facility

Eskimo SPV, the owner of the Eskimo, had a long-term loan facility that was denominated in USD, had a loan term of ten years and bore

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 was recognized as additional interest expense until the deconsolidation of the Eskimo SPV.

November 2021, the Company exercised its option to repurchase the Eskimo for a total payment of $ 190,518 .

After exercising the

repurchase option, the Company no longer has a controlling financial interest in the Eskimo SPV and no longer recognizes the Eskimo SPV facility in the consolidated financial statements.

The Company has recognized a loss of $ 10,975 from exiting this financing arrangement in loss on extinguishment of debt, net in the consolidated statements of operations and comprehensive

income (loss).

Debt and lease restrictions

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 December 31, 2021, the Company was in compliance with all covenants under debt and lease agreements.

Interest Expense

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

Interest expense, net of amounts capitalized, recognized for the years ended December 31, 2020, 2019 and 2018 consisted of the following:

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 years ended December 31, 2021, 2020 and

2019 consisted of the following:

Year Ended December 31,

Interest per contractual rates

Amortization of debt issuance costs

Amortization of fair value adjustments to assumed debt obligations

Amortization of debt issuance costs, premiums and discounts

Interest expense incurred on finance lease obligations

Total interest costs

1 unchanged sentence

Total interest expense

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

NFI is a limited liability company that was treated as a partnership through December 31, 2020 for U.S.

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

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

federal and certain state and local income taxes.

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

NFE is subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of NFI.

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

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

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

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

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

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

NFE LLC has been a corporation for U.S.

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

federal tax treatment of the Company or its shareholders.

The components of the Company’s loss before income taxes for the years ended December 31, 2020, 2019, and 2018 were as follows:

The components of the Company’s income (loss)

before income taxes for the years ended December 31, 2021, 2020 and 2019 were as follows:

Year Ended December 31,

United States

Loss before taxes

Income tax expense (benefit) is comprised of the following for the years ended December 31, 2020, 2019, and 2018:

Income (loss) before taxes

Income tax expense is comprised of the following for the years ended December 31,

2021, 2020 and 2019:

Year Ended December 31,

Total current tax expense

Total deferred tax expense (benefit)

Total deferred tax expenses (benefit)

Total provision for (benefit from) income taxes

1 unchanged sentence

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate is as follows:

federal statutory income tax rate to the Company’s effective tax rate is as

Year Ended December 31,

Income tax at the statutory rate

Impact from foreign operations

Foreign tax rate differential

Foreign tax on foreign operations

Foreign permanent adjustments

Foreign valuation allowance

Domestic valuation allowance

US taxation on foreign earnings

Change in valuation allowance

Income attributable to non-controlling interest

Effects of share based compensation

Withholding taxes

Income tax credits

Effective income tax rate

The primary items which decreased the Company’s effective income tax rate from the federal statutory rate in 2020 and 2019 were increases in domestic and foreign valuation allowances and income attributable to non-controlling interests.

For 2018, the entire difference between the statutory and effective rate was attributable to foreign taxes.

During the years ended December 31, 2020, 2019 and 2018, the Company did no t have any unrecognized tax benefits.

The following table summarizes the changes in the Company’s valuation allowance on deferred tax assets for the period indicated for the years ended December 31, 2020 and 2019:

Year Ended December 31,

Balance at the beginning of the period

Change in valuation allowance

Balance at the end of the period

The tax effect of each type of temporary difference and carryforward that give rise to a significant deferred tax asset or liability as of December 31, 2020 and 2019 are as follows:

As a result of the

Mergers, the Company acquired certain operations in jurisdictions that are not subject to income taxes.

The effect of these earnings taxed at zero

percent, as well as the impact of preferential tax rates are included in the foreign rate differential.

The tax effect of each type of temporary difference and carryforward that give rise

to a significant deferred tax asset or liability as of December 31, 2021 and 2020 are as follows:

Year Ended December 31,

Deferred tax assets:

Investment in NFI

Outside basis difference in partnership

Accrued interest

2 unchanged sentences

Foreign net operating loss carryforward

Share-based compensation

Lease liability

3 unchanged sentences

Deferred tax liabilities:

Equity method investments

Property and equipment

1 unchanged sentence

Net deferred tax liabilities

Federal and State Jurisdictions

The Company and its subsidiaries file income tax returns in the U.S.

federal and various state and local jurisdictions.

The Company is not currently under income tax examination in any jurisdiction, and NFE filed its first corporate U.S.

federal and state income tax returns for the period ended December 31, 2019.

NFI was taxed as a U.S.

partnership and controlled the underlying operations, thus the tax effects of temporary differences were captured through December 31, 2020 within the net deferred tax asset for the investment in the partnership.

As of December 31, 2020, NFE has approximately $ 147,928 of federal and $ 30,661 of state net operating loss carry forwards.

The federal net operating losses are generally allowed to be carried forward indefinitely and can offset up to 80 percent of future taxable income.

The state net operating losses relate to Florida and are generally allowed to be carried forward indefinitely.

Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S.

As of December 31, 2020, the Company

effectively held 100 % of the interests in a partnership that owned substantially all of the Company’s operations.

On January 1, 2021, the

partnership interest was contributed to a wholly-owned corporate entity, effectively liquidating the partnership for federal and state income tax purposes.

Prior to the liquidation of the partnership, deferred taxes related to the investment in the

partnership were recorded as a single outside basis difference in the Company’s financial statements which represented excess tax basis in the investment over the financial statement carrying value.

Subsequent to the liquidation, the Company reports

deferred tax assets and liabilities for the tax effect of temporary differences between the tax basis and the financial statement carrying values of each underlying asset and liability of the former partnership including tax basis allocated to

As a result of the Mergers, the Company

recognized net deferred tax liabilities of $ 269,856 that reflect the impact of the financial statement fair value adjustments, principally

the increased value of equity method investments.

The Company acquired tax attribute carryforwards including net operating losses in certain jurisdictions which were recorded and offset with a valuation allowance as a result of cumulative losses and

the developmental status of the entities with the exception of net operating losses that are realizable as a result of taxable temporary differences related to an equity method investment.

Tax Attributes

United States

As of December 31, 2021, NFE has approximately $ 87,073 of federal and $ 17,915 of state net

operating loss carry forwards.

The federal and state net operating losses are generally allowed to be carried forward indefinitely and can offset up to 80

percent of future taxable income.

Under the provisions of Internal Revenue Code Section 382, certain

substantial changes in the Company’s ownership may result in a limitation on the amount of U.S.

net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable.

A portion of the Company’s net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code.

NFE recorded a valuation allowance against its U.S.

federal and state deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized.

As of December 31, 2020, the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets are not more likely than not to be realized and accordingly, a valuation allowance has been recorded on this deferred tax asset as of December 31, 2020 for the amount not supported by reversing taxable temporary differences.

The Company has not recorded any deferred tax liabilities for undistributed earnings of controlled foreign corporations, primarily consisting of the Company’s Puerto Rican operations.

The Company’s intent is to only make distributions from non-U.S.

subsidiaries in the future when distributions can be made at no net tax cost;

any remaining cash will be reinvested to grow operations in such subsidiaries.

The Company has no material unremitted earnings from its non-U.S.

subsidiaries.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act, which includes various income and payroll tax provisions, was signed into law by the U.S.

In addition, various other coronavirus tax relief initiatives have been implemented around the world.

This tax legislation did not have a material impact on the Company’s financial position, results of operations or cash flows for the year ended December 31, 2020.

A portion of the Company’s net operating

loss carryforwards are subject to an annual limitation of $ 5,431 under Section 382 of the Internal Revenue Code.

Foreign Jurisdictions

NFI’s foreign subsidiaries file income tax returns in certain foreign jurisdictions.

As of December 31, 2020, NFI’s foreign subsidiaries have approximately $ 86,176 of net operating loss carry forwards.

Net operating losses of $ 64,819 incurred in Jamaica are generally allowed to be carried forward indefinitely.

Net operating loss carryforwards of $ 11,830 incurred in Puerto Rico and Mexico will expire, if unused, between 2028 and 2029.

Net operating loss carryforwards of $ 8,865 incurred in Ireland are generally allowed to be carried forward indefinitely.

The Company commenced operations in Puerto Rico during the year ended December 31, 2020 giving rise to cumulative profits, and the valuation allowance against a portion of the net deferred tax asset has been released.

The Company recorded a valuation allowance against other foreign deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized.

The Company has subsidiaries incorporated in Bermuda.

The Company’s foreign subsidiaries file income tax returns in

certain foreign jurisdictions.

As of December 31, 2021, the Company’s foreign subsidiaries have approximately $ 157,149 of net operating

loss carry forwards, of which $ 24,685 will expire, if unused beginning in 2028, and the remaining are allowed to be carried forward

indefinitely.

Valuation Allowances

The following table summarizes the changes in the Company’s valuation allowance on

deferred tax assets for the years ended December 31, 2021 and 2020:

Year Ended December 31,

Balance at the beginning of the period

Change in valuation allowance

Balance at the end of the period

NFE recorded a valuation allowance against its

US federal and state deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized.

The US jurisdiction is in a cumulative loss position.

As of December 31, 2021, the Company concluded,

based on the weight of all available positive and negative evidence, those deferred tax assets are not more likely than not to be realized and accordingly, a valuation allowance has been recorded on this deferred tax asset for the amount not

supported by reversing taxable temporary differences.

The Company recorded a valuation allowance

against other foreign deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized, generally based on cumulative losses in development stage jurisdictions.

Uncertain Taxes

The following table summarizes the changes in the Company’s unrecognized tax

benefits for the years ended December 31, 2021 and 2020:

Year Ended December 31,

Balance at the beginning of the period

Assumed in the Mergers

Recognized in the income tax provision

Balance at the end of the period

The liability for unrecognized tax benefits is

included in Other non-current liabilities on the consolidated balance sheets.

The Company accrued $ 1,371 of interest expense during 2021

and has total interest accrued of $ 3,667 as of December 31, 2021.

During the years ended December 31, 2020 and 2019, the Company did no t have any unrecognized tax benefits.

The Company does not anticipate a material reversal of unrecognized tax benefits during the next 12 months.

In addition to the liabilities for

unrecognized income tax benefits assumed in the Mergers, the Company assumed liabilities related to potential employment tax obligations that are accounted for under ASC 450 of $ 6,309 .

This liability is also included in Other non-current liabilities on the consolidated balance sheets as the liabilities are not expected to be settled in the next 12

Income Tax Examinations

The Company and its subsidiaries file income

tax returns in the U.S.

federal and various state and local jurisdictions, as well as various foreign jurisdictions.

As a result of the Mergers, the Company has operations in Jordan and Kuwait that are currently under examination.

The examinations in

Kuwait relate to the 2017 to 2019 tax years and the examinations in Jordan operations relate to the 2015 to 2017 tax years.

The Company does not expect the result of the examinations to have a significant impact on income tax expense.

The Company filed

its first corporate U.S.

federal and state income tax returns for the period ended December 31, 2019.

Federal and state income tax returns filed for tax years 2019 and 2020 are open for examination.

The Company is generally open to tax examinations in other foreign jurisdictions for a period of four to six years from the filing of the income tax return.

Undistributed Earnings

As of December 31, 2021, the Company has

recorded a deferred tax liability for undistributed earnings of its Indonesian controlled foreign corporation of approximately $ 2,259 .

Company has not recorded a deferred tax liability for undistributed earnings of any other controlled foreign corporation as of December 31, 2021.

The Company has unremitted earnings in certain jurisdictions where distributions can be made at no net

From time to time, the Company may remit these earnings.

The Company has the ability and intent to indefinitely reinvest any earnings that cannot be remitted at no net tax cost.

It is not practicable to estimate the amount of any

additional taxes which may be payable on these undistributed earnings.

Preferential Tax Rates

The Company has subsidiaries incorporated in

Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains.

The Company has received an undertaking from the Bermuda government that, in the event of income or capital gain taxes being imposed, it will be exempted from such taxes until 2035.

The Company has received an undertaking from the Bermuda government that, in the event of income or capital gain taxes being

imposed, it will be exempted from such taxes until 2035.

The Company’s Puerto Rican operations received

a tax decree from the Puerto Rico government that affords the Company a 4 percent tax rate on qualifying income until 2035.

The effect of

the earnings taxed at a 4 percent foreign tax rate is included in the foreign rate differential line in the Company’s effective tax rate.

For the years ended December 31, 2021 and 2020, the income tax benefits attributable to the tax decree, before taking into consideration the impact on U.S.

taxation and the associated U.S.

foreign tax credits, are estimated to be approximately $ 14,047 ($ 0.07 per share of issued and

outstanding Class A common stock on a diluted basis) and $ 5,550 ($ 0.05 per share of issued and outstanding Class A common stock on a diluted basis), respectively.

Commitments and contingencies

In conjunction with its principal business activities, the Company enters into various firm commitments for the purchase, production, and transportation of LNG and natural gas, as well as engineering, procurement and construction agreements to develop the Company’s terminals and related infrastructure.

The estimated future cash payments related to outstanding contractual commitments, at market prices as of December 31, 2020, is summarized as follows:

Purchase obligations

The future cash payments summarized above represent the Company’s minimum firm purchase commitments as of December 31, 2020.

In 2020, the Company entered into four LNG supply agreements for the purchase of 415 TBtu of LNG between 2021 and 2030.

Between 2022 and 2025, the total annual commitment under these agreements is approximately 68 TBtu per year, reducing to approximately 28 TBtu per year from 2026 to 2029.

The amounts disclosed above also include the commitment to purchase 12 firm cargoes in 2021 under a supply contract entered into in December 2018.

The Company has a contractual purchase commitment for feedgas with a remaining term of approximately five years .

This commitment is designed to assure sources of supply and is not expected to be in excess of normal requirements.

For agreements for supply where there is an active market, such agreements qualify for and the Company has elected the normal purchase exception under the derivatives guidance;

therefore, the purchases under these contracts are included in Inventory and Cost of sales as incurred.

The Company’s lease obligations are discussed in Note 5.

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,

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.

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 $ 3,392 (IDR 48,344.4 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 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

believe 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.

Earnings per share

December 31, 2020

December 31, 2019

Year Ended December 31,

Net income (loss)

net loss attributable to non-controlling interests

Net loss attributable to Class A common stock

Weighted-average shares-basic and diluted

Net loss per share - basic and diluted

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

The weighted average shares outstanding for the year ended December 31, 2020 are significantly lower than the Class A common stock outstanding on December 31, 2020 due to the timing of the Exchange Transactions.

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

December 31, 2020

December 31, 2019

Net income (loss) attributable to Class A common stock

Weighted-average shares - basic

Net income (loss) per share - basic

Net income (loss)

net loss attributable to non-controlling interests

adjustments attributable to dilutive securities

Net income (loss) attributable to Class A common stock

Weighted-average shares - diluted

Net income (loss) per share - diluted

The following table presents potentially dilutive securities

excluded from the computation of diluted net loss per share for the years ended December 31, 2020 and 2019 because its effects would have been anti-dilutive.

All potentially dilutive securities are included

in the computation of diluted net income for the year ended December 31.

Year Ended December 31,

Unvested RSUs (1)

1 unchanged sentence

Shannon Equity Agreement shares (3)

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

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

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

Represents the number of instruments outstanding at the end of the

Class B shares at the end of the period are considered potentially

dilutive Class A shares.

Class A common stock that would be issued in relation to the Shannon

LNG Equity Agreement.

The Company declared dividends totaling $ 79,834 during year ended December 31, 2021, representing $ 0.10 per Class A

The Company paid $ 79,700 of dividends during the year ended December 31, 2021, inclusive of dividends that were accrued in prior

After the Mergers, the Company paid a dividend of $ 9,056 to holders of 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 consolidated financial statements.

Share-based compensation

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

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

2019 Omnibus Incentive Plan.

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

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

These fair value

adjustments were estimated based on the Finnerty model.

The following table summarizes the RSU activity for the year ended December 31, 2021:

Restricted Share

Restricted Stock

Weighted-average

3 unchanged sentences

Non-vested RSUs as of December 31, 2021

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the year ended December 31, 2020 and 2019 :

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the

years ended December 31, 2021, 2020 and 2019 :

Year Ended December 31,

3 unchanged sentences

For the years ended December 31, 2021 , 2020 and 2019 , cumulative compensation expense recognized for forfeited RSU awards of $ 212 , $ 914 and $ 2,248 , 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 December 31, 2020 , the Company had 1,538,060 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 8,211 .

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 December 31, 2021 , the Company

had 676,338 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 1,031 .

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

The weighted-average remaining vesting period of non-vested RSUs totaled 1.03 years as of December 31, 2020 .

weighted-average remaining vesting period of non-vested RSUs totaled 0.18 years as of December 31, 2021 .

Performance Share Units (“PSUs”)

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

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

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

For the year ended December 31, 2020 , the Company determined that it was not probable that the performance condition required for any of the PSUs to vest would be achieved, and as such, no compensation expense has been recognized in the consolidated statements of operations and comprehensive loss.

Unrecognized compensation costs if the maximum amount of shares were to vest based on the achievement of the performance condition was $ 30,864 , and the weighted-average remaining vesting period of non-vested PSUs was one year as of December 31, 2020.

Stockholder’s equity and Members’ equity

New Fortress Energy Holdings

In January 2018 , the Company issued 665,843 common shares ( no par value) to members of New Fortress Energy Holdings for $ 20,150 in proceeds.

New Fortress Energy LLC, New Fortress Energy Inc.

During the year ended December 31, 2019, the Company issued 2,716,252 shares of Class A shares in exchange for Class B shares, and 53,572 Class A shares were issued for vested RSUs.

As a result of the Exchange Transactions, 144,342,572 Class A shares were issued in exchange for all outstanding Class B shares.

As a result of the Conversion, all outstanding Class A shares were converted to Class A common stock.

In December 2020 , NFE issued 5,882,352 shares of Class A common stock and received proceeds of $ 290,771 , net of $ 1,221 in issuance costs.

The Company declared dividends of $ 0.10 per share in August and October 2020 , totaling $ 33,742 in dividend payments during the year ended December 31, 2020.

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

performance condition.

Vesting is 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.

During the fourth quarter of 2021, the Company determined that the 2020 Grant will vest at a multiple of two, resulting in vesting of 2,219,554 PSUs.

Compensation cost for the full service period since the grant date of $ 30,467 was recognized in the fourth quarter of 2021.

Vesting became probable for the 2020 Grant due to significant cargo sales successfully executed during the fourth quarter

As of December 31, 2021, the Company determined that it was not probable that the performance condition required for the 2021 Grant to vest would be achieved, and as such, no compensation expense has been recognized for this award.

Weighted Average

Units Vested /

Remaining Vesting

Units Granted

Range of Vesting

Probable of Vesting

Q1 2020 (“2020 Grant”)

0 to 2,219,554

Q1 2021 (“2021 Grant”)

⁽¹⁾ Unrecognized

compensation cost is based upon the maximum amount of shares that could vest.

Related party transactions

1 unchanged sentence

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, has historically charged the Company for administrative and general expenses incurred pursuant to its Management Services Agreement (“Management Agreement”).

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

The charges under the Management Agreement and Administrative Agreement that are attributable to the Company totaled $ 7,291 , $ 7,942 and $ 5,741 for the years ended December 31, 2020, 2019 and 2018 , respectively.

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

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 $ 6,509 , $ 7,291 and $ 7,942 for the years ended December 31, 2021, 2020 and 2019, respectively.

Costs associated with the Administrative Agreement are included within Selling, general and

administrative in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2021 and 2020, $ 5,700 and $ 5,535 were due to Fortress, respectively.

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

The Company incurred, at aircraft operator market rates, charter costs of $ 2,483 and $ 5,367 for the years ended December 31, 2020 and 2019 , respectively.

In 2018 , such charges were incurred under the Management Agreement, and amounts incurred of $ 1,873 for the year ended December 31, 2018 are included in the activity and balances disclosed above.

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.

Company incurred, at aircraft operator rates, charter costs of $ 4,466 , $ 2,483 and $ 5,367 for the years ended December 31, 2021, 2020 and

2019, respectively.

As of December 31, 2021 and 2020, $ 944 and $ 472 was due to this affiliate, respectively .

Land and office lease

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

The Company has leased land and office space from Florida East Coast Industries, LLC (“FECI”), which

is controlled by funds managed by an affiliate of Fortress.

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

The Company recognized expense related to the land lease still held by a related party of $ 730 , $ 396 and $ 260 during the years ended December 31, 2020, 2019 and 2018 , respectively, which was included within Operations and maintenance in the consolidated statements of operations and comprehensive loss.

The expense for the period that the building was owned by a related party during the year ended December 31, 2019 totaled $ 609 , of which $ 386 was capitalized to Construction in progress and $ 223 was included in Selling, general and administrative in the consolidated statements of operations and comprehensive loss;

no expense for the office space was incurred prior to 2019 .

The expense for the period that the

building was owned by a related party during the year ended December 31, 2019 totaled $ 609 , of which $ 386 was capitalized to Construction in progress and $ 223

was included in Selling, general and administrative in the consolidated statements of operations and comprehensive income (loss).

The Company recognized expense related to the land lease still held by a related party of $ 526 , $ 730 and $ 396 during the years ended December 31, 2021, 2020 and 2019, respectively, which was included within Operations and maintenance in the consolidated

statements of operations and comprehensive income (loss).

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

As of December 31, 2020 , the Company has recorded a lease liability of $ 3,279 within Non-current lease liabilities on the 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.

As of December 31, 2021 and 2020, the Company has recorded a lease liability of $ 3,314 and $ 3,279 , respectively, within

Non-current lease liabilities on the consolidated balance sheets .

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 consolidated financial statements.

10 % interest was reflected as non-controlling interest in the Company’s consolidated financial statements.

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

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

The outstanding note payable due to DevTech is included in Other long-term liabilities on the consolidated balance sheets.

The interest expense on the note payable due to DevTech was $ 77 , $ 94 and $ 18 for the years ended December 31, 2020, 2019 and 2018 respectively.

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

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

During the third quarter of 2021, the Company settled all outstanding amounts due under notes

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.

Subsequent to the restructuring of the consulting agreement, the Company recognized approximately $ 176 in expense for the year ended December 31, 2021.

As of December 31, 2021, $ 88 was due to DevTech;

no amounts were due from DevTech.

As of December 31, 2020, $ 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 consolidated balance sheets.

The interest expense on the note payable due to DevTech was $ 77 and $ 94 for the years ended December

31, 2020 and 2019, respectively.

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

Fortress affiliated entities

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

The Company provides certain administrative services to related parties including Fortress affiliated entities.

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 years ended December 31, 2021 and 2020, $ 799 and $ 204 , respectively, of rent and

office related expenses were incurred by this affiliate.

As of December 31, 2021 and 2020, $ 1,241 and $ 1,540 were due from affiliates, respectively.

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

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.

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 $ 2,444 , $ 2,357 and $ 811 for the years ended December 31, 2021, 2020 and 2019, respectively.

Additionally, the Company subleases a portion of office space to an affiliate of an entity managed by Fortress, and for the year ended December 31, 2020 , $ 204 of rent and office related expenses were incurred by this affiliate.

As of December 31, 2020 and 2019, $ 2,657 and $ 883 were due to Fortress affiliated entities, respectively.

Due to/from Affiliates

The table below summarizes the balances outstanding with affiliates as of December 31, 2020 and 2019:

Amounts due to affiliates

Amounts due from affiliates

As of December 31, 2021 and 2020, $ 2,444 and $ 2,657 were due to Fortress affiliated entities,

respectively.

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 .

PT Pesona and certain of its subsidiaries also charged vessel management fees to the Company for the provision of technical and commercial

management of the vessels;

total expenses incurred to PT Pesona were $ 434 for the year ended December 31, 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.

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;

• a consolidated tangible net worth of $ 123.95

As of December 31, 2021, the amount the Company has guaranteed under the

Partnership Guarantee and the LOC Guarantee is $ 356,250 , and the fair value of debt guarantee after amortization, presented under

Other current liabilities and Other non-current liabilities on the consolidated balance sheet, amounted to $ 4,918 and $ 2,320 , respectively.

As of December 31, 2021 the Company was in compliance with the covenants and ratios for both Hilli guarantees.

CELSE inventory purchases

During the fourth quarter of 2021, the Company purchased 3.1 TBtus of LNG from CELSE for $ 35,173 .

The inventory purchased from CELSE was subsequently sold prior to December 31, 2021.

As of December 31, 2021, there were no

outstanding amounts payable to CELSE for the purchase of LNG.

Customer concentrations

For the year ended December 31, 2020, revenue from three significant customers constituted 88 % of the total revenue and 83 % of trade receivables.

For the year ended December 31, 2019, revenue from two significant customers constituted 74 % of the total revenue and 85 % of trade receivables, and for the year ended December 31, 2018, one significant customer constituted 87 % of total revenue.

Prior to the adoption of ASC 842, the Company recognized a direct financing leases within the Company’s agreement with this customer.

As of December 31, 2019, 99 % of the Finance leases, net balance was attributed to this significant customer.

During the years ended December 31, 2020, 2019 and 2018, revenue from external customers that were derived from customers located in the United States were $ 135,702 , $ 21,386 and $ 7,214 , respectively, and from customers outside of the United States were $ 315,948 , $ 167,739 and $ 105,087 , respectively, primarily derived from customers in the Caribbean.

The Company attributes revenue from external customers to the country in which the party to the applicable agreement has its principal place of business.

As of December 31, 2020 and 2019, long lived assets, which are all non-current assets excluding investment in equity securities, restricted cash, deferred tax assets and intangible assets, located in the United States were $ 442,199 and $ 360,860 respectively, and long lived assets located outside of the United States were $ 639,370 and $ 470,749 , respectively, primarily located in the Caribbean.

Unaudited quarterly financial data

Summarized quarterly financial data for the years ended December 31, 2020 and 2019 are as follows:

(in thousands of U.S.

dollars, except per share data)

Three Months Ended

September 30,

Operating loss

Net (loss) income attributable to stockholders

Basic and diluted (loss) income per share (3)

Three Months Ended

September 30,

Operating loss

Net loss attributable to stockholders

Basic and diluted loss per share (3)

Operating loss, net loss and net loss attributable to stockholders for the three months ended March 31, 2020 and June 30, 2020 reflect the adoption of ASC 326 .

The Company adopted ASC 326 in the third quarter of 2020 with an effective date of January 1, 2020 , due to the loss of EGC status in that quarter.

Operating loss, net loss and net loss attributable to stockholders for the three months ended June 30, 2020 includes a termination charge of $ 105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020.

Basic and diluted earnings per share are computed independently for each of the quarters presented.

Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.

For the year ended December 31, 2021, revenue from two

significant customers constituted 25 % of the total revenue.

In addition, as a result of significant cargo sales revenue generated during

2021, one counterparty constituted 23 %

of total revenue for the year ended December 31, 2021.

For the year ended December 31, 2020, revenue from three significant customers

constituted 88 % of the total revenue.

For the year ended December 31, 2019, revenue from two significant customers constituted 74 % of the total revenue.

These customers’ revenues are included in the Company’s Terminals and Infrastructure segment.

During the years ended December 31, 2021, 2020 and 2019, revenue from external customers that were derived from customers located in the United States were $ 203,477 , $ 135,702 and $ 21,386 , respectively, and from customers outside of the United States were $ 1,119,333 , $ 315,948 , and $ 167,739 .

The Company attributes revenue from customers to the country in which the party to the applicable agreement has its principal place of business.

As of December 31, 2021 and 2020, long lived assets, which are all non-current assets excluding investment in equity securities, restricted cash, deferred tax assets,

goodwill and intangible assets, located in the United States were $ 633,125 and $ 442,199 , respectively, and long lived assets located outside of the United States were $ 4,722,589 and $ 639,370 , respectively, primarily located in Brazil and the Caribbean.

As of December 31, 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.

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 instruments recognized at fair value.

Terminals and Infrastructure Segment

Operating Margin includes our effective share of revenue, expenses and 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.

The table below presents segment information for the years ended December 31, 2021, 2020 and 2019:

Year Ended December 31, 2021

(in thousands of $)

Terminals and

Infrastructure⁽¹⁾

Total Segment

Consolidation

Statement of operations:

Total revenues

Cost of sales

Vessel operating expenses

Operations and maintenance

Segment Operating Margin

Balance sheet:

Total assets (4)

Other segmental financial information:

Capital expenditures (4)(5)

Year Ended December 31, 2020

(in thousands of $)

Terminals and

Infrastructure⁽¹⁾

Total Segment

Consolidation

Statement of operations:

Total revenues

Cost of sales

Vessel operating expenses

Operations and maintenance

Segment Operating Margin

Balance sheet:

Total assets (4)

Other segmental financial information:

Capital expenditures (4)(5)

Year Ended December 31, 2019

Terminals and

Consolidation

(in thousands of $)

Infrastructure⁽¹⁾

Total Segment

Statement of operations:

Total revenues

Cost of sales

Vessel operating expenses

Operations and maintenance

Segment Operating Margin

Other segmental financial information:

Capital expenditures⁽⁵⁾

⁽¹⁾ Terminals and Infrastructure includes the

Company’s effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR.

attributable to the investment of $ 17,925 for the year ended December 31, 2021 are reported in income from equity method investments on

the consolidated statements of operations and comprehensive income (loss).

Terminals and Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $ 2,788 for the year ended December 31, 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 $ 32,368 for the year ended December 31, 2021 are reported in income from equity method investments on the consolidated

statements of operations and comprehensive income (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 derviative 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

⁽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 income (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 income (loss), the most comparable financial statement measure, to Consolidated Segment Operating Margin:

Year Ended December 31,

(in thousands of $)

Net income (loss)

Selling, general and administrative

Transaction and integration costs

Contract termination charges and loss on mitigation sales

Depreciation and amortization

Interest expense

Other (income) expense, net

Loss on extinguishment of debt, net

(Income) from equity method investments

Tax provision

Consolidated Segment Operating Margin

Subsequent events

Hygo Merger Agreement

On January 13, 2021, NFE, Hygo Energy Transition Ltd., a Bermuda exempted company (“Hygo”), Golar LNG Limited, a Bermuda exempted company (“GLNG”), Stonepeak Infrastructure Fund II Cayman (G) Ltd.

(“Stonepeak”), and Lobos Acquisition Ltd., a Bermuda exempted company and an indirect, wholly-owned subsidiary of NFE (“Hygo Merger Sub”), entered into an Agreement and Plan of Merger (the “Hygo Merger Agreement”), pursuant to which Hygo Merger Sub will merge with and into Hygo (the “Hygo Merger”), with Hygo surviving the Hygo Merger as a wholly owned subsidiary of NFE.

As of the date of the Hygo Merger Agreement, each of GLNG and Stonepeak owned 50 % of the outstanding common shares, par value $ 1.00 per share, of Hygo, and Stonepeak owned all of Hygo’s outstanding redeemable preferred shares, par value $ 5.00 per share.

At the effective time of the Hygo Merger:

(i) GLNG will receive 18.6 million shares of NFE Class A common stock and an aggregate of $ 50 million in cash and (ii) Stonepeak will receive 12.7 million shares of NFE Class A common stock and an aggregate of $ 530 million in cash.

The Hygo Merger Agreement may be terminated by NFE or Hygo under certain circumstances, including, among others, by either NFE or Hygo if the closing of the Hygo Merger has not occurred on or before July 12, 2021.

GMLP Merger Agreement

On January 13, 2021, NFE entered into an Agreement and Plan of Merger (the “GMLP Merger Agreement”) with Golar LNG Partners LP, a Marshall Islands limited partnership (“GMLP”), Golar GP LLC, a Marshall Islands limited liability company and the general partner of GMLP (the “General Partner”), Lobos Acquisition LLC, a Marshall Islands limited liability company and an indirect subsidiary of NFE (“GMLP Merger Sub”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of NFE (“GP Buyer”), pursuant to which GMLP Merger Sub will merge with and into GMLP, with GMLP surviving the merger as an indirect subsidiary of NFE (the “GMLP Merger”).

At the effective time of the GMLP Merger (the “GMLP Effective Time”), each common unit representing a limited partner interest in GMLP that is issued and outstanding as of immediately prior to the GMLP Effective Time will automatically be converted into the right to receive $ 3.55 in cash.

At the GMLP Effective Time, each of the incentive distribution rights of GMLP will be canceled and cease to exist, and no consideration shall be delivered in respect thereof.

Each 8.75 % Series A Cumulative Redeemable Preferred Unit of GMLP issued and outstanding immediately prior to the GMLP Effective Time will be unaffected by the GMLP Merger and will remain outstanding, and no consideration shall be delivered in respect thereof.

Each outstanding unit representing a general partner interest of GMLP that is issued and outstanding immediately prior to the GMLP Effective Time will remain issued and outstanding immediately following the GMLP Effective Time.

Concurrently with the consummation of the GMLP Merger, GP Buyer will purchase from GLNG all of the outstanding membership interests of the General Partner pursuant to a Transfer Agreement dated as of January 13, 2021 for a purchase price of approximately $ 5 million, which is equivalent to $ 3.55 per general partner unit of GMLP.

The GMLP Merger Agreement may be terminated by NFE or GMLP (which, in the case of GMLP, must be approved by GMLP ’ s Conflicts Committee) under certain circumstances, including, among others, by either NFE or GMLP if the closing of the GMLP Merger has not occurred on or before July 13, 2021, and further provides that, upon termination of the GMLP Merger Agreement under certain circumstances, GMLP may be required to pay NFE a termination fee equal to approximately $ 9.4 million.

We have obtained debt financing commitments from Morgan Stanley Senior Funding, Inc.

and Goldman Sachs Bank USA for loans in an aggregate principal amount of $ 1.7 billion, consisting of a $ 1.5 billion senior secured bridge facility (the “Bridge Loan”) and a $ 200 million senior secured revolving facility to pay, subject to the terms and conditions set forth therein, a portion of the cash purchase price in connection with the GMLP Merger, to refinance certain debt of GMLP and its subsidiaries, to pay related fees and expenses and for general corporate purposes.

If NFE utilizes the Bridge Loan, the facility will bear a fixed interest rate of 6.25 %, subject to a step-up of 50 basis points every three months.

The Bridge Loan has a one-year term, is pre-payable without penalty and will automatically be converted into a seven-year term loan if it is not repaid in full at maturity.

The senior secured revolving facility has a term of approximately five years and bears interest based on the three-month LIBOR rate plus certain margins.

Suape Development

On January 12, 2021, we acquired CH4 Energia Ltda., an entity that owns key permits and authorizations to develop an LNG terminal at the Port of Suape, Brazil.

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

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

These companies collectively hold certain 15 -year power purchase agreements for the development of thermoelectric power plants in the State of Bahia, Brazil.

We will seek to obtain the necessary approvals to transfer the power purchase agreements to the Port of Suape and plan to construct a gas-fired power plant and LNG import terminal at the Port of Suape.

The Company paid approximately $ 9 million at closing in total and will make additional payments to the sellers based on certain contingent considerations.

On February 28, 2022, the Company entered into an amendment to the Revolving Facility to increase the commitments thereunder by $ 115,000 .

Borrowings under the Revolving Facility will now bear interest at a per annum rate based on the Secured Overnight Financing Rate, as opposed to LIBOR.

The Applicable

Margin for borrowings under the Revolving Facility based on the current usage of the facility has not changed.

No changes were made to the maturity date or covenants.

Beginning of Year

Additions (1)(2)

Balance at End of

Year ended December 31, 2021

Allowance for doubtful accounts

Allowance for expected credit losses

Total allowance

Year ended December 31, 2020

Allowance for doubtful accounts

Allowance for expected credit losses

Year ended December 31, 2019

Allowance for doubtful accounts

Amount expensed in included within Selling, general and administrative.

Amount expensed is included within Selling, general and administrative.

Additions in 2020 include the cumulative effect of accounting change upon adoption of

ASC 326 of $ 229 which is included within Accumulated deficit.

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

What changed 10-K

Item 9A. Controls and Procedures