What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-11-03 · 609 added, 1288 removed, 442 unchanged (81% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2021

and December 31, 2020

As of March 31, 2022 and December 31, 2021

(Unaudited, in thousands of U.S.

dollars, except share amounts)

September 30,

December 31, 2020

March 31, 2022 December 31, 2021

Current assets

2 unchanged sentences

Receivables, net of allowances of $ 164 and $ 164 , respectively

238,614 208,499

Inventory 54,273 37,182

Prepaid expenses and other current assets, net 82,392 83,115

7 unchanged sentences

Finance leases, net 601,953 602,675

Goodwill 760,135 760,135

Deferred tax assets, net 6,048 5,999

Other non-current assets, net 102,136 98,418

Total assets $ 7,365,808 $ 6,876,492

Current liabilities

3 unchanged sentences

Current lease liabilities 60,552 47,114

Due to affiliates

Other current liabilities 83,128 106,036

7 unchanged sentences

Stockholders’ equity

Class A common stock, $ 0.01

par value, 750.0 million shares authorized, 206.9 million issued and outstanding as of September 30, 2021;

174.6 million issued and outstanding as of

December 31, 2020

Class A common stock, $ 0.01 par value, 750.0 million shares authorized, 207.5 million issued and outstanding as of March 31, 2022;

206.9 million issued and outstanding as of December 31, 2021

Additional paid-in capital 1,888,842 1,923,990

Accumulated deficit

Accumulated other comprehensive income

Retained earnings (accumulated deficit) 105,870 ( 132,399 )

Accumulated other comprehensive income (loss) 116,789 ( 2,085 )

Total stockholders’ equity attributable to NFE 2,113,577 1,791,575

4 unchanged sentences

New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three and nine months ended September 30, 2021 and 2020

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three months ended March 31, 2022 and 2021

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended September 30,

Months Ended September 30,

Three Months Ended March 31,

Operating revenue $ 400,075 $ 91,196

8 unchanged sentences

Transaction and integration costs 1,901 11,564

Contract termination charges and loss on mitigation sales

Depreciation and amortization 34,290 9,890

2 unchanged sentences

Interest expense 44,916 18,680

Other (income) expense, net

Loss on extinguishment of debt, net

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

(Loss) income from equity method investments

Tax provision

Net loss attributable to non-controlling interest

Net loss attributable to stockholders

Net income (loss) per share – basic and diluted

Weighted average number of shares outstanding – basic and diluted

Other comprehensive loss:

Other (income), net ( 19,725 ) ( 604 )

Net income (loss) before income from equity method investments and income taxes 141,265 ( 40,386 )

Income from equity method investments 50,235 —

Tax benefit ( 49,681 ) ( 877 )

Net income (loss) 241,181 ( 39,509 )

Net (income) loss attributable to non-controlling interest ( 2,912 ) 1,606

Net income (loss) attributable to stockholders $ 238,269 $ ( 37,903 )

Net income (loss) per share – basic $ 1.14 $ ( 0.21 )

Net income (loss) per share – diluted $ 1.13 $ ( 0.21 )

Weighted average number of shares outstanding – basic 209,928,070 176,500,576

Weighted average number of shares outstanding – diluted 210,082,295 176,500,576

Other comprehensive income (loss):

Net income (loss) $ 241,181 $ ( 39,509 )

Currency translation adjustment 120,830 ( 997 )

Comprehensive loss

Comprehensive loss (income) attributable to non-controlling interest

Comprehensive loss attributable to stockholders

Comprehensive income (loss) 362,011 ( 40,506 )

Comprehensive (income) loss attributable to non-controlling interest ( 4,868 ) 2,480

Comprehensive income (loss) attributable to stockholders $ 357,143 $ ( 38,026 )

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

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2021 and 2020

For the three months ended March 31, 2022 and 2021

(Unaudited, in thousands of U.S.

dollars, except share amounts)

Class A shares

Class B shares

Class A common stock

Accumulated other

Class A common stock Additional

capital Retained earnings (accumulated

deficit) Accumulated other

comprehensive

stockholders’

(loss) income

(loss) income Non-

interest Total

stockholders’ equity

Shares Amount

Balance as of December 31, 2021

Other comprehensive loss

Share-based compensation expense

Issuance of shares for vested RSUs

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

Balance as of March 31, 2021

Net (loss) income

206,863,242 $ 2,069 $ 1,923,990 $ ( 132,399 ) $ ( 2,085 ) $ 202,479 $ 1,994,054

Net income — — — 238,269 — 2,912 241,181

Other comprehensive income — — — — 118,874 1,956 120,830

Share-based compensation expense — — 880 — — — 880

Shares issued as consideration in business combinations

Issuance of shares for vested RSUs 1,121,255 7 — — — — 7

Shares withheld from employees related to share-based compensation, at cost ( 442,146 ) — ( 15,274 ) — — — ( 15,274 )

Non-controlling interest acquired in business combinations

Balance as of June 30, 2021

Other comprehensive loss

Share-based compensation expense

Adjustments related to business combinations

Issuance of shares for vested RSUs

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

Balance as of September 30, 2021

Class A shares

Class B shares

Class A common stock

Accumulated other

Dividends — — ( 20,754 ) — — ( 3,019 ) ( 23,773 )

Balance as of March 31, 2022

207,542,351 $ 2,076 $ 1,888,842 $ 105,870 $ 116,789 $ 204,328 $ 2,317,905

Class A common stock Additional

capital Accumulated

deficit Accumulated other

comprehensive

(loss) income Non-

interest Total

stockholders’

(loss) income

Shares Amount

Balance as of December 31, 2020

Cumulative effect of accounting changes

174,622,862 $ 1,746 $ 594,534 $ ( 229,503 ) $ 182 $ 8,127 $ 375,086

Net loss — — — ( 37,903 ) — ( 1,606 ) ( 39,509 )

Other comprehensive loss — — — — ( 123 ) ( 874 ) ( 997 )

2 unchanged sentences

Shares withheld from employees related to share-based compensation, at cost ( 638,235 ) — ( 27,571 ) — — — ( 27,571 )

Dividends — — ( 17,598 ) — — — $ ( 17,598 )

Balance as of March 31, 2021

Other comprehensive income

Share-based compensation expense

Issuance of shares for vested RSUs

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

Exchange of NFI units

175,320,414 $ 1,746 $ 551,135 $ ( 267,406 ) $ 59 $ 5,647 $ 291,181

Balance as of June 30, 2020

Conversion from LLC to Corporation

( 168,587,346

Other comprehensive income (loss)

Share-based compensation expense

Issuance of shares for vested RSUs

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

Balance as of September 30, 2020

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2021

For the three months ended March 31, 2022 and 2021

(Unaudited, in thousands of U.S.

Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net income (loss) $ 241,181 $ ( 39,509 )

Adjustments for:

1 unchanged sentence

Depreciation and amortization 34,852 10,160

(Earnings) losses of equity method investees

(Earnings) of equity method investees ( 50,235 ) —

Drydocking expenditure ( 2,454 ) —

Dividends received from equity method investees 7,609 —

Sales-type lease payments received in excess of interest income

Change in market value of derivatives ( 24,855 ) —

Contract termination charges and loss on mitigation sales

Loss on extinguishment and financing expenses

Deferred taxes ( 58,769 ) ( 1,412 )

Change in value of Investment of equity securities

Share-based compensation 880 1,770

Other 997 393

Changes in operating assets and liabilities, net of acquisitions:

(Increase) in receivables ( 58,462 ) ( 19,223 )

(Increase) Decrease in inventories

Decrease (Increase) in other assets

(Increase) in inventories ( 18,617 ) ( 5,171 )

(Increase) in other assets ( 15,440 ) ( 36,943 )

Decrease in right-of-use assets 17,016 9,772

(Decrease) Increase in accounts payable/accrued liabilities

(Decrease) in amounts due to affiliates

Increase (Decrease) in accounts payable/accrued liabilities 68,520 ( 22,399 )

Increase in amounts due to affiliates 2,035 1,879

(Decrease) in lease liabilities ( 11,773 ) ( 10,584 )

(Decrease) Increase in other liabilities

Net cash (used in) operating activities

(Decrease) in other liabilities ( 21,527 ) ( 1,119 )

Net cash provided by (used in) operating activities 114,382 ( 111,986 )

Cash flows from investing activities

Capital expenditures ( 189,221 ) ( 80,810 )

Cash paid for business combinations, net of cash acquired

Entities acquired in asset acquisitions, net of cash acquired — ( 8,817 )

Other investing activities — ( 630 )

Net cash (used in) provided by investing activities

Net cash (used in) investing activities ( 189,221 ) ( 90,257 )

Cash flows from financing activities

4 unchanged sentences

Payment of dividends ( 23,773 ) ( 17,657 )

Net cash provided by financing activities

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

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

Net cash provided by (used in) financing activities 36,836 ( 47,891 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 12,979 —

Net (decrease) in cash, cash equivalents and restricted cash ( 25,024 ) ( 250,134 )

Cash, cash equivalents and restricted cash – beginning of period 264,030 629,336

1 unchanged sentence

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 additions $ 19,838 $ 26,311

Liabilities associated with consideration paid for entities acquired in asset acquisitions — 11,845

Consideration paid in shares for business combinations

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

New Fortress Energy Inc.

(“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global integrated gas-to-power

infrastructure company that seeks to use natural gas to satisfy the world’s large and growing power needs and is engaged in providing energy and development services to end-users worldwide seeking to convert their operating assets from diesel or

heavy fuel oil to LNG.

(“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy.

The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets.

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

Subsequent to the Mergers (defined below), the Company has marine operations with vessels operating under

time charters and in the spot market globally.

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.

of operations of Hygo and GMLP have been included in the Company’s condensed consolidated financial statements for the period subsequent to the Mergers.

As a result of the Mergers, the Company acquired one operating FSRU terminal in Sergipe, Brazil (the “Sergipe Facility”), a 50 % interest in a 1.5 GW power plant in Sergipe, Brazil (the “Sergipe Power Plant”), as well as two other FSRU terminals in development in Pará, Brazil (the “Barcarena Facility”) and Santa Catarina, Brazil (the “Santa Catarina Facility”).

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

In addition to the Nanook, the Company acquired a fleet of six other FSRUs, six LNG carriers and an interest in a floating liquefaction vessel, the Hilli Episeyo (the “Hilli”), which receives, liquefies and stores LNG at

sea and transfers it to LNG carriers that berth while offshore, each of which are expected to help support the Company ’s existing facilities and international project pipeline.

The majority of the FSRUs are operating in Brazil, Kuwait, Indonesia, Jamaica and Jordan under time charters, and uncontracted vessels are

available for short term employment in the spot market.

The Company currently conducts its business through two operating segments, Terminals and Infrastructure

The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the busines s.

Significant accounting policies

The principal accounting policies adopted are set out below.

Basis of presentation and principles of consolidation

The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash

flows of the Company for the interim periods presented.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes

included in its Annual Report on Form 10-K for the year ended December 31, 2020.

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

ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest.

All significant intercompany transactions and balances have been eliminated on consolidation.

Certain prior year amounts have been reclassified to conform to current

year presentation.

A variable interest entity (“VIE”) is an entity that by design meets any of the following characteristics:

(1) lacks sufficient equity to

allow the entity to finance its activities without additional subordinated financial support;

(2) as a group, equity investors do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not

have the obligation to absorb the expected losses or do not have the right to receive residual returns of the entity;

or (3) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity,

their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

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

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 entities, these entities are VIEs, and the Company has a variable interest in the entities due to the guarantees and fixed

price repurchase options that absorb the losses of the VIE that could potentially be significant to the entity.

The Company has concluded that it has the power to direct the economic activities that most impact the economic performance as it controls

the significant decisions relating to the assets and it has the obligation to absorb losses or the right to receive the residual returns from the leased asset.

As NFE has no equity interest in these VIEs, all equity attributable to these VIEs is

included in non-controlling interests in the condensed consolidated financial statements.

Revenue recognition

Terminals and Infrastructure

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

infrastructure.

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

The customers consume the benefit of the natural gas, power and steam when they are

delivered by the Company to the customer’s power generation facilities or interconnection facility.

Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas,

power or steam that the customer has consumed.

LNG is delivered in containers transported by truck to customer sites, but may also be delivered via vessel to an unloading point specified in a contract.

Revenue from sales of LNG is recognized at the

point in time at which physical possession and the risks and rewards of ownership transfer to the customer, depending on the terms of the contract.

Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for

LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis.

The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration.

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

The lease component of such operating leases is recognized as Operating revenue in the condensed consolidated statements of operations and comprehensive loss.

The Company allocates consideration in agreements containing finance leases

between lease and non-lease components based on the relative fair value of each component.

The fair value of the lease component is estimated based on the estimated standalone selling price of the same or similar equipment leased to the customer.

The Company estimates the fair value of the non-lease component by forecasting volumes and pricing of gas to be delivered to the customer over the lease term .

The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed

consolidated balance sheets, respectively.

For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the condensed consolidated statements of operations and

comprehensive loss.

The lease payments for finance leases are segregated into principal and interest components similar to a loan.

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

condensed consolidated statements of operations and comprehensive loss.

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

In addition to the revenue recognized from the finance lease components of agreements with customers, Other revenue includes revenue recognized from the

construction, installation and commissioning of equipment, inclusive of natural gas delivered for the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs

from our natural gas-fueled power generation facilities.

Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of

commissioning the customer’s facilities until such time that the customer has declared such conversion services have been completed.

If the customer is not able to obtain control over the asset under construction until such services are completed,

revenue is recognized when the services are completed and the customer has control of the infrastructure.

Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over

the term of the financing as Other revenue.

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

Receivables represent

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

Contract assets are comprised of the transaction price allocated to

completed performance obligations that will be billed to customers in subsequent periods.

Contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the condensed consolidated balance

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

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

All such shipping and handling activities are performed prior to the

customer obtaining control of the LNG or natural gas.

The Company collects sales taxes from its customers based on sales of taxable products and remits such collections to the appropriate taxing authority.

Company has elected to present sales tax collections in the condensed consolidated statements of operations and comprehensive loss on a net basis and, accordingly, such taxes are excluded from reported revenues.

The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for

those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less.

Charter contracts for the use of the FSRUs and LNG carriers acquired as part of the Mergers are leases as the contracts convey the right to obtain

substantially all of the economic benefits from the use of the asset and allow the customer to direct the use of that asset.

At inception, the Company makes an assessment on whether the charter contract is an operating lease or a finance lease.

In making the classification

assessment, the Company estimates the residual value of the underlying asset at the end of the lease term with reference to broker valuations.

None of the vessel lease contracts contain residual value guarantees.

Renewal periods and termination

options are included in the lease term if the Company believes such options are reasonably certain to be exercised by the lessee.

Generally, lease accounting commences when the asset is made available to the customer, however, where the contract

contains specific customer acceptance testing conditions, the lease will not commence until the asset has successfully passed the acceptance test.

The Company assesses leases for modifications when there is a change to the terms and conditions of the

contract that results in a change in the scope or the consideration of the lease.

For charter contracts that are determined to be finance leases accounted for as sales-type leases, the profit from the sale of the vessel is recognized upon

lease commencement in Other revenue in the condensed consolidated statements of operations and comprehensive loss.

The lease payments for finance leases are segregated into principal and interest components similar to a loan.

Interest income is

recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss.

The principal component of the lease payment is reflected as a reduction to

the net investment in the lease.

Revenue related to operating and service agreements in connection with charter contracts accounted for as sales-type leases are recognized over the term of the charter as the service is provided within Vessel charter

revenue in the condensed consolidated statements of operations and comprehensive loss.

Revenues include lease payments under charters accounted for as operating leases and fees for repositioning vessels.

Revenues generated from charters

contracts are recorded over the term of the charter on a straight-line basis as service is provided and is included in Vessel charter revenue in the condensed consolidated statements of operations and comprehensive loss.

Lease payments includes fixed

payments (including in-substance fixed payments that are unavoidable) and variable payments based on a rate or index.

For operating leases, the Company has elected the practical expedient to combine service revenue and operating lease income as the

timing and pattern of transfer of the components are the same.

Variable lease payments are recognized in the period in which the circumstances on which the variable lease payments are based become probable or occur.

Repositioning fees are included in Vessel charter revenues and are recognized at the end of the charter when the fee becomes fixed.

However, where there is a

fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter.

Costs directly associated with the execution of the lease or costs incurred after lease inception but prior to the commencement of the lease that directly

relate to preparing the asset for the contract are capitalized and amortized in Vessel operating expenses in the condensed consolidated statements of operations and comprehensive loss over the lease term.

The Company’s LNG carriers may participate in an LNG carrier pool collaborative arrangement with Golar LNG Limited, referred to as the Cool Pool.

Pool allows the pool participants to optimize the operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing.

Under the Pool Agreement, the Pool Manager is responsible, as an agent, for the marketing and

chartering of the participating vessels and paying certain voyage costs such as port call expenses and brokers’ commissions in relation to employment contracts, with each of the Pool Participants continuing to be fully responsible for fulfilling the

performance obligations in the contract.

The Company is primarily responsible for fulfilling the performance obligations in the time charters of vessels owned by the Company, and the Company is the

principal in such time charters.

Revenue and expenses for charters of the Company’s vessels that participate in the Cool Pool are presented on a gross basis within Vessel charter revenues and Vessel operating expenses, respectively, in the condensed

consolidated statements of operations and comprehensive loss.

The Company’s allocation of its share of the net revenues earned from the other pool participants’ vessels, which may be either income or expense depending on the results of all pool

participants, is reflected on a net basis within Vessel operating expenses in the condensed consolidated statements of operations and comprehensive loss.

Business combinations

Business combinations are accounted for under the acquisition method.

On acquisition, the identifiable assets acquired and liabilities assumed are measured at

their fair values at the date of acquisition.

Any excess of the purchase price over the fair values of the identifiable net assets acquired is recognized as goodwill.

Acquisition related costs are expensed as incurred.

The results of operations of

acquired businesses are included in the Company’s condensed consolidated statements of operations and comprehensive loss from the date of acquisition.

If the assets acquired do not meet the definition of a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized.

incurred in conjunction with asset acquisitions are included in the purchase price, and any excess consideration transferred over the fair value of the net assets acquired is reallocated to the identifiable assets based on their relative fair values.

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.

carrying amount is adjusted for the Company’s share of the earnings or losses, and dividends received from the investee reduce the carrying amount of the investment.

The Company allocates the difference between the fair value of investments acquired

in the Mergers and the Company’s proportionate share of the carrying value of the underlying assets, or basis difference, across the assets and liabilities of the investee.

The basis difference assigned to amortizable net assets is included in Income

(loss) from equity method investments in the condensed consolidated statements of operations and comprehensive loss.

When the Company’s share of losses in an investee equals or exceeds the carrying value of the investment, no further losses are

recognized unless the Company has incurred obligations or made payments on behalf of the investee.

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.

Guarantees issued by the Company, excluding those that are guaranteeing the Company’s own performance, are recognized at fair value at the time that the

guarantees are issued and recognized in Other current liabilities and Other non-current liabilities on the condensed consolidated balance sheets.

The guarantee liability is amortized each period as a reduction to Selling, general and administrative

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.

All derivative instruments are initially recorded at fair value as either assets or liabilities on the condensed consolidated

balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.

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

however, certain instruments may be

considered economic hedges.

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

Vessel refurbishment costs are capitalized and depreciated over the vessels’ remaining useful economic lives.

Refurbishment costs increase the capacity or improve the efficiency or safety of vessels and equipment.

Expenditures for

routine maintenance and repairs for assets in the Terminals and Infrastructure segment are charged to expense as incurred within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss;

expenditures for assets in the Ships segment that do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred within Vessel operating expenses.

Major maintenance and overhauls of the Company’s power plant and terminals are capitalized and depreciated over the expected period until the next anticipated

major maintenance or overhaul.

Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally five years .

For vessels, the Company utilizes the “built-in overhaul” method of accounting.

The built-in overhaul method is based on the segregation of vessel costs into those

that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets.

The estimated cost of the drydocking component is depreciated

until the date of the first drydocking following acquisition of the vessel, upon which the cost is capitalized, and the process is repeated.

If drydocking occurs prior to the expected timing, a cumulative adjustment to recognize the change in

expected timing of drydocking is recognized within Depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

The Company depreciates property, plant and equipment less the estimate residual value using the straight-line depreciation method over the estimated economic

life of the asset or lease term, whichever is shorter using the following useful lives:

Useful life (Yrs)

Terminal and power plant equipment

CHP facilities

Gas terminals

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 condensed consolidated statements of operations and comprehensive loss.

When a vessel is disposed, any unamortized drydocking expenditure is recognized as part of the gain or loss on disposal in the period

Transaction and integration costs

Transaction and integration costs are comprised of costs related to business combinations and include advisory, legal, accounting, valuation

and other professional or consulting fees.

This caption also includes gains or losses recognized in connection with business combinations, including the settlement of preexisting relationships between the Company and an acquired entity.

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.

referred to as the “Hygo Merger” and “GMLP Merger,” respectively and, collectively, 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 a terminal and power plant under development in the State of Pará, Brazil (the “Barcarena Facility” and " Barcarena Power Plant," respectively), a terminal under development on the southern coast of Brazil (the “Santa Catarina Facility”) and the Nanook , a newbuild FSRU moored and in service at the Sergipe Facility.

As a result of the Mergers, 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.

Acquired FSRUs are operating in Brazil, Kuwait, Indonesia 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.

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021.

Certain prior year amounts have been reclassified to confirm to current year presentation.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements.

Actual results could be different from these estimates.

Adoption of new and revised standards

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

(a) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2022:

The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

(b) New and amended standards adopted by the Company:

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

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics

of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in

ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years,

with early adoption of all amendments in the same period permitted.

The Company will adopt this guidance in the first quarter of 2022 and does not expect it to have a material impact on the Company’s financial position results of operations or cash

New and amended standards adopted by the Company:

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

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the

accounting for income taxes, including removing certain exceptions related to the general principles in ASU 740, Income Taxes.

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

The adoption of this guidance in the first quarter of 2021 did not have a material impact on the Company’s financial

position, results of operations or cash flows.

On April 15, 2021, the Company completed the acquisition of all

of the outstanding common and preferred shares representing all voting interests of Hygo, a 50 - 50

joint venture between Golar LNG Limited (“GLNG”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners (“Stonepeak”), in exchange for 31,372,549 shares of NFE Class A common stock and $ 580,000 in cash.

The acquisition of Hygo expands the Company’s footprint in South America with three gas-to-power projects in Brazil’s large and fast-growing market.

Based on the closing price of NFE’s common stock on April 15,

2021, the total value of consideration in the Hygo Merger was $ 1.98 billion, shown as follows:

Consideration

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 adoption of this guidance in the first quarter of 2022 did not have a material impact on the Company’s financial position, results of operations or cash flows.

On April 15, 2021, the Company completed the acquisition of all of the outstanding common and preferred shares representing all voting interests of Hygo, a 50 - 50 joint venture between Golar LNG Limited (“GLNG”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners (“Stonepeak”), in exchange for 31,372,549 shares of NFE Class A common stock and $ 580,000 in cash.

The acquisition of Hygo expanded the Company’s footprint in South America with three gas-to-power projects in Brazil’s large and fast-growing market.

Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $ 1.98 billion, shown as follows:

Consideration As of

April 15, 2021

5 unchanged sentences

Total Consideration $ 1,980,784

The Company has determined it is the accounting acquirer of Hygo, which will be accounted for under the acquisition method of accounting for

business combinations.

The total purchase price of the transaction has been allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of Hygo based on their respective estimated fair values as of the closing date.

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

use of judgment in determining the appropriate assumptions and estimates.

The Company is in the process of finalizing the valuation of assets acquired, liabilities assumed and non-controlling interests of Hygo, and therefore the purchase price

allocation should be considered preliminary.

The preliminary purchase price allocation may be subject to further refinement as the evaluation of the underlying inputs and assumptions of third-party valuations and the assessment of

acquisition-related income taxes are finalized.

The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired, liabilities assumed and non-controlling interests of Hygo as described above.

The preliminary

estimates may be subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the acquisition date.

Preliminary fair values assigned to the assets

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

The Company determined it was the accounting acquirer of Hygo, which was accounted for under the acquisition method of accounting for business combinations.

The total purchase price of the transaction was 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 March 31, 2022, 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 follows:

April 15, 2021

3 unchanged sentences

Accounts receivable 5,126

Inventory 1,022

Other current assets 8,095

Assets under development

Construction in process 128,625

Property, plant and equipment, net 385,389

15 unchanged sentences

Net assets acquired:

During the three months ended September 30, 2021, the Company made certain measurement period adjustments to the assets acquired, liabilities assumed and non-controlling interests of Hygo due to additional information

utilized to determine fair value during the measurement period.

The measurement period adjustment impacted the fair value of debt assumed, including associated impacts to non-controlling interests and deferred tax liabilities.

The measurement

period adjustment decreased goodwill by $ 7,039 , and the Company recognized additional interest expense of $ 1,088 in the three months ended September 30, 2021.

The fair value of Hygo’s non-controlling interest (“NCI”) as of

April 15, 2021 was $ 36,115 , including the fair

value of the net assets of VIEs that Hygo has consolidated.

These VIEs are special purpose vehicles (“SPV”) for the sale and leaseback of certain vessels, and Hygo has no equity investment in these entities.

The fair value of NCI was determined

based on the valuation of the SPV’s external debt and the lease receivable asset associated with the sales leaseback transaction with Hygo’s subsidiary, using a discounted cash flow method.

The fair value of receivables acquired from Hygo is $ 8,009 , which approximates the gross contractual amount;

no material amounts

are expected to be uncollectible.

Goodwill is calculated as the excess of the purchase price over the net assets acquired.

Goodwill represents access to additional LNG and

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

The Company’s results of operations for the nine months ended

September 30, 2021 include Hygo’s result of operations from the date of acquisition, April 15, 2021, through September 30, 2021.

Revenue and net income (loss) attributable to Hygo during the period was $ 42,136 and $ 9,324 , respectively.

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

With the acquisition of GMLP, the Company gains vessels to support the existing terminals and business development pipeline, as well as an

interest in a floating natural gas facility (“FLNG”), which is expected to provide consistent cash flow streams under a long-term tolling arrangement.

The interest in the FLNG facility also provides the Company access to intellectual property that

will be used to develop future FLNG solutions.

Goodwill $ 744,197

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 SPVs (both defined below) 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 was $ 8,009 , which approximated the gross contractual amount;

no material amounts were expected to be uncollectible.

Goodwill was calculated as the excess of the purchase price over the net assets acquired.

Goodwill represents access to additional LNG and natural gas distribution systems and power markets, including 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 three months ended March 31, 2022 include Hygo’s result of operations for the entire quarter.

Revenue and net income attributable to Hygo during the period was $ 21,962 and $ 120,698 , 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 GMLP Merger, the Company acquired vessels to support the existing terminals and business development pipeline, as well as an interest in a floating natural gas facility (“FLNG”), which is expected to provide consistent cash flow streams under a long-term tolling arrangement.

The interest in the FLNG facility also provides the Company access to intellectual property that will be used to develop future FLNG solutions.

The consideration paid by the Company in the GMLP Merger was as follows:

Consideration

Consideration As of

April 15, 2021

7 unchanged sentences

Total Consideration $ 1,147,143

The Company has determined it is the accounting acquirer of GMLP, which will be accounted for under the acquisition method of accounting for

business combinations.

The total purchase price of the transaction has been allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of GMLP based on their respective estimated fair values as of the closing date.

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

use of judgment in determining the appropriate assumptions and estimates.

The Company is in the process of finalizing the valuation of assets acquired, liabilities assumed and non-controlling interests of GMLP, and therefore the purchase price

allocation should be considered preliminary.

The preliminary purchase price allocation may be subject to further refinement as the evaluation of the underlying inputs and assumptions of third-party valuations and the assessment of

acquisition-related income taxes are finalized.

The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired, liabilities assumed and non-controlling interests of GMLP as described above.

The preliminary

Preliminary fair values assigned to the assets

acquired, liabilities assumed and non-controlling interests of GMLP as of the closing date were as follows:

The Company determined it is the accounting acquirer of GMLP, which was accounted for under the acquisition method of accounting for business combinations.

The total purchase price of the transaction was 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.

As of March 31, 2022, 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 GMLP as of the closing date were as follows:

April 15, 2021

3 unchanged sentences

Accounts receivable 3,195

Inventory 2,151

Other current assets 2,789

15 unchanged sentences

Net assets to be acquired:

utilized to determine fair value during the measurement period.

The measurement period adjustment impacted the fair value of debt assumed, including associated impacts to non-controlling interests.

The measurement period adjustment decreased

goodwill by $ 1,431 , and the Company recognized an amortization of the discount on debt of $ 11,119 as an addition to interest expense for the period after the GMLP Merger.

The fair value of GMLP’s NCI as of April 15, 2021 was $ 192,851 , which represents the fair value of other investors’ interest in the

Mazo , GMLP’s preferred units which were not acquired by the Company and the fair value of net assets of an SPV formed for the purpose of a sale and leaseback of

The fair value of GMLP’s preferred units and

the valuation of the SPV’s external debt and the lease receivable asset associated with the sale leaseback transaction have been estimated using a discounted cash flow method.

The fair value of receivables acquired from GMLP is $ 4,797 , which approximates the gross contractual amount;

no material amounts

are expected to be uncollectible.

The Company acquired favorable and unfavorable leases for the

use of GMLP’s vessels.

The fair value of the favorable contracts is $ 120,000 and the fair value of the unfavorable contracts is $ 13,400 .

Goodwill $ 15,938

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 was $ 4,797 , which approximated the gross contractual amount;

no material amounts were 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 was $ 106,500 and the fair value of the unfavorable contracts was $ 13,400 .

The total weighted average amortization period is approximately three years ;

the favorable contract asset has a weighted average amortization period of approximately three years and the unfavorable contract liability has a weighted average amortization period of approximately one year .

The Company and GMLP had an existing lease agreement prior to

the GMLP Merger.

As a result of the acquisition, the lease agreement and any associated receivable and payable balances are effectively settled.

The lease agreement also included provisions that required a subsidiary of NFE to indemnify GMLP to

the extent that GMLP incurred certain tax liabilities as a result of the lease.

A loss of $ 3,978 related to settlement of this indemnification provision was recognized in Transaction and integration costs in the condensed consolidated statements of operations and comprehensive loss in the

second quarter of 2021.

The Company’s results of operations for the nine months ended

September 30, 2021 include GMLP’s result of operations from the date of acquisition, April 15, 2021, through September 30 , 2021.

Revenue and net income (loss) attributable to GMLP during this period was $ 123,261 and $ 82,310 , respectively.

Acquisition costs associated with the Mergers of $ 58 and $ 33,530 for the three and nine months ended September 30, 2021 were included in Transaction and integration costs in the Company’s condensed consolidated statements of operations and

comprehensive loss.

Unaudited pro forma financial information

The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on

January 1, 2020.

Three Months Ended September 30,

Months Ended September 30,

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 and a favorable power purchase agreement contract.

Pro forma net income (loss) for the nine months ended September 30, 2020 includes non-recurring expenses associated with the Mergers of $ 37,508 ;

such non-recurring expenses have been removed from the pro forma

financial information for the nine months ended September 30, 2021.

Transaction costs incurred and the elimination of a pre-existing lease relationship between the Company and GMLP are considered to be non-recurring.

The unaudited pro forma

financial information does not give effect to any synergies, operating efficiencies or cost savings that may result from the Mergers.

GLNG management and services agreements

In connection with the closing of the Mergers, the Company entered into multiple agreements with Golar Management Limited, a subsidiary of GLNG (“Golar

Management”), including omnibus agreements, transition services agreements, ship management agreements and other services agreements described as follows:

The Company and Golar Management entered into transition service agreements whereby Golar Management provides certain administrative and consulting services to facilitate the integration of GMLP and Hygo

(the “Transition Services Agreements”).

The Transition Services Agreements commenced on April 15, 2021 and will terminate on April 30, 2022 unless terminated earlier by either party.

The Company pays Golar Management monthly payments of

$ 250 and will reimburse Golar Management for all reasonable and documented out-of-pocket expenses or remittances of funds

paid to a third party in connection with the provision of the Transition Services.

The Company’s vessel-owning subsidiaries entered into ship management agreements with Golar Management (the “Ship

Management Agreements”), pursuant to which Golar Management provides certain technical, crew, insurance and commercial management services for the acquired vessels for a specified annual cost per vessel.

The Ship Management Agreements

commenced on April 15, 2021 will continue until terminated by either party by notice, in which event the relevant Ship Management Agreements will terminate upon the later of 12 months after April 15, 2021 or two months from the date on

which such notice is received.

The Company also entered into certain agreements to facilitate the integration of the acquired businesses and their operations whereby

GLNG or its subsidiaries will continue to provide certain guarantees and indemnities under charter arrangements or GMLP’s and Hygo’s sale leaseback agreements.

NFE pays the relevant Charter Guarantor or Golar an annual guarantee fee of

$ 250 per vessel.

The Company and Golar Management (Bermuda) Limited (“Golar Bermuda”) entered into a services agreement (the “Bermuda Services Agreement”) pursuant to which Golar Bermuda will act as GMLP’s and Hygo’s

registered office in Bermuda and provide certain corporate secretarial, registrar and administration services (the “Bermuda Services Agreements”).

The Bermuda Services Agreements commenced on April 15, 2021.

Either party may terminate

the Bermuda Services Agreements upon 30 days’ prior written notice.

Golar Partners and Hygo pay Golar Bermuda an aggregate

annual fee of $ 50 for the Bermuda services and will reimburse Golar Bermuda for all incidental documented costs and expenses

reasonably incurred by Golar Bermuda and its designees in connection with the provision of the Bermuda services.

During the period subsequent to the completion of the

Mergers, the Company incurred $ 3,387 and $ 6,487 for the three and nine months ended September 30,

2021, respectively, in management, services or guarantee fees under these agreements with GLNG, Golar Management or GLNG affiliated entities.

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.

The Company’s results of operations for the three months ended March 31, 2022 include GMLP’s result of operations for the entire quarter.

Revenue and net income (loss) attributable to GMLP during the period was $ 73,041 and $ 55,738 , respectively.

Asset acquisitions

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

(“CH4”), an entity

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

The purchase consideration consisted of $ 903 of cash paid at closing in addition to potential future payments contingent on achieving certain construction

milestones of up to approximately $ 3,600 .

contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $ 3,047 was included as part of the purchase consideration and was recognized in Other non-current liabilities on the condensed consolidated balance sheets.

The selling shareholders

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

For the three and nine months ended September 30, 2021, the Company recognized a gain from the change in fair value of

the derivative liability of $ 62 and $ 9 , respectively , which is presented in Other (income) expense, net in the condensed consolidated statements of

operations and comprehensive loss.

The purchase of CH4 has been accounted for as an asset

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 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 long-term liabilities on the condensed consolidated balance sheets.

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

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 included 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.

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

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

The Company is seeking to obtain the necessary approvals to

transfer the power purchase agreements in connection with the construction the gas-fired power plant and LNG import terminal at the Port of Suape.

The purchase consideration consisted of $ 8,041 of cash paid at closing in addition to potential future payments

contingent on achieving commercial operations of the gas-fired power plant at the Port of Suape of up to approximately $ 10.5 million.

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $ 7,473 was included as part of the purchase consideration and was recognized

in Other non-current liabilities on the condensed consolidated balance sheets.

The 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.

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

For the three and nine months ended September 30, 2021, the

Company recognized a gain from the change in fair value of the derivative liability of $ 843 and $ 427 , respectively, which is presented in Other (income) expense, net in the

condensed consolidated statements of operations and comprehensive loss.

The purchases of Pecém and Muricy were accounted for as asset

acquisitions.

As a result, no goodwill was recorded,

and the Company’s acquisition-related costs of $ 1,275

were included in the purchase consideration.

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

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

Of the total purchase consideration, $ 16,585 was allocated to acquired power purchase agreements and recorded in Intangible assets, net on the condensed consolidated balance sheets;

the remaining purchase consideration was related to working

capital acquired.

The Company assumed sale leaseback arrangements for four vessels as part of the Mergers.

The counterparty to each of these sale

leaseback arrangements is a VIE, and these lessor VIEs are SPVs wholly owned by financial institutions.

While the Company does not own hold an equity investment in these entities, these lessor VIEs are consolidated in the condensed

consolidated financial statements.

As the Company has no equity attributable to these lessor VIEs, all equity attributable to these

lessor VIEs is included in non- controlling interests in the condensed consolidated financial statements.

Transactions between our wholly-owned subsidiaries and these VIEs are eliminated in consolidation, including sale leaseback transactions.

China Merchants Bank Lending (“CMBL”)

In November 2015, the Eskimo was sold

to a subsidiary of CMBL, Sea 23 Leasing Co.

Limited, and subsequently leased back under a bareboat charter for a term of ten years .

Company has options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the third anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the

ten-year lease period.

the remaining purchase consideration was related to working capital acquired.

The Company assumed sale leaseback arrangements for four vessels as part of the Mergers, o ne of which was terminated in 2021.

As part of these financings, the vessel was sold to a single asset entity wholly owned by the lending bank (a special purpose vehicle or "SPV") and then leased back.

While the Company does not hold an equity investment in these lending entities, these entities are variable interest entities ("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 NFE's 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.

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 .

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 .

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.

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 .

Company has options to repurchase the vessel throughout the charter term at fixed predetermined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the

seven-year lease period.

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

The Company is the

primary beneficiary of these VIEs and, accordingly, these VIEs are consolidated into the Company’s financial results for the period after the Mergers.

The effect of the bareboat charter arrangements is eliminated upon consolidation of the SPVs.

equity attributable to CMBL, CCBFL, COSCO and AVIC in their respective VIEs are included in non-controlling interests in the condensed consolidated financial statements.

As of September 30, 2021, the Eskimo , Penguin and Celsius are recorded as Property, plant and equipment, net on the condensed consolidated balance sheet, and the

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

The following table gives a summary of the sale and leaseback arrangements, including repurchase options and obligations as of September 30,

End of lease term

repurchase option

Repurchase price

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.

As of March 31, 2022, the Penguin and Celsius were recorded as Property, plant and equipment, net on the condensed consolidated balance sheet, and the Nanook was recognized in Finance leases, net on the condensed consolidated balance sheet.

The following table gives a summary of the sale and leaseback arrangements, including repurchase options and obligations as of March 31, 2022:

Vessel End of lease term Date of next

option Repurchase price

at next repurchase

option date Repurchase

obligation at end of

$ November 2025

$ November 2021

September 2030

December 2021

December 2025

December 2021

A summary of payment obligations under the bareboat charters with the lessor VIEs as of September 30, 2021, are shown below:

Remaining 2021

The payment obligation table above includes variable rental payments due under the lease based on an assumed LIBOR plus margin but excludes

the repurchase obligation at the end of lease term.

The assets and liabilities of these lessor VIEs that most significantly impact the condensed consolidated balance sheet as of September 30,

2021 are as follows:

Nanook September 2030 June 2022 $ 196,083 $ 94,179

Penguin December 2025 December 2022 84,668 63,040

Celsius March 2027 March 2023 86,456 45,000

A summary of payment obligations under the bareboat charters with the lessor VIEs as of March 31, 2022, are shown below:

Vessel Remaining 2022

2023 2024 2025 2026 2027+

Nanook $ 17,521 $ 22,686 $ 22,004 $ 21,266 $ 20,556 $ 70,788

Penguin 9,812 12,694 12,203 8,852 — —

Celsius 12,627 16,195 15,508 14,794 13,308 —

The payment obligation table above includes variable rental payments due under the lease based on an assumed LIBOR plus margin but excludes the repurchase obligation at the end of lease term.

The assets and liabilities of these lessor VIEs that most significantly impact the condensed consolidated balance sheet as of March 31, 2022 are as follows:

Nanook Penguin Celsius

Restricted cash $ 9,541 $ 5,690 $ 26,713

1 unchanged sentence

Long-term interest bearing debt - non-current portion 187,385 68,875 105,460

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

operations is an addition to interest expense of $ 15,263 and $ 8,628 for the three and nine months ended September 30, 2021, respectively.

Upon assumption of the debt held by VIEs in conjunction with the Mergers, the Company recognized the

liabilities assumed at fair value, and the amortization of the discount of $ 11,550 and $ 1,843 has been recognized as an addition to interest expense incurred of $ 3,713

and $ 6,785 for the three and nine months ended, respectively.

The most significant impact of the lessor VIEs cash flows on the condensed

consolidated statements of cash flows is net cash used in financing activities of $ 21,061 for the period subsequent to the completion of

The Company acquired an interest of 50 % of the common units of Hilli LLC (“Hilli Common Units”)

as part of the acquisition of GMLP.

The most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statement of operations is an addition to interest expense of $ 2,014 for the three months ended March 31, 2022.

The most significant impact of the lessor VIEs cash flows on the condensed consolidated statements of cash flows is net cash used in financing activities of $ 4,312 for the three months ended March 31, 2022.

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 .

determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC.

The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC.

Thus, Hilli LLC has not been consolidated into the financial statements and has been recognized as an equity method investment.

As of September 30, 2021 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity

method investment of $ 363,543 and the outstanding portion of the Hilli Leaseback (defined below) which have been guaranteed by the Company.

As of March 31, 2022 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 $ 372,450 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 Satu .

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.

Trade creditors of PTGI have no recourse to the Company's 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.

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 LNG cargo sales of $ 285,171 for the three months ended March 31, 2022 .

The Company had no such sales in the first quarter of 2021.

Other revenue includes revenue for development services as well as interest income from the Company’s finance leases and other revenue.

The table below summarizes the balances in Other revenue:

Three Months Ended September 30,

Months Ended September 30,

Development services revenue

Interest income and other revenue

Total other revenue

Development services revenue recognized in the three and nine months ended September 30, 2021 included $ 25,264 and $ 114,654 , respectively, for

the customer’s use of natural gas as part of commissioning their assets.

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

unconditional.

As of September 30, 2021 and December 31, 2020, receivables related to revenue from contracts with customers totaled $ 126,783

and $ 76,431 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected

credit losses of $ 130 and $ 98 ,

respectively.

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

As of March 31, 2022 and December 31, 2021, receivables related to revenue from contracts with customers totaled $ 213,476 and $ 192,533 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 164 and $ 164 , respectively.

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

The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to

the Company’s satisfaction of the related performance obligations.

The performance obligations are expected to be satisfied during the next 12 months, and the contract liabilities are classified within Other current liabilities on the condensed

consolidated balance sheets.

The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations.

The performance obligations are

expected to be satisfied during the next 12 months, and the contract liabilities are classified within Other current liabilities on the condensed consolidated balance sheets.

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

The contract liabilities and contract assets balances as of

September 30, 2021 and December 31, 2020 are detailed below:

September 30,

December 31, 2020

The contract liabilities and contract assets balances as of March 31, 2022 and December 31, 2021 are detailed below:

March 31, 2022 December 31, 2021

Contract assets, net - current $ 7,613 $ 7,462

4 unchanged sentences

Amounts included in contract liabilities at the beginning of the year $ 560 $ 8,028

Contract assets are presented net of expected credit losses of $ 530 and $ 376 as of September 30, 2021 and December 31, 2020, respectively.

September 30, 2021 and December 31, 2020, contract assets was comprised of $ 45,513 and $ 6,821 of unbilled receivables, respectively, that represent unconditional rights to payment only subject to the passage of time.

The Company has recognized costs to fulfill a contract with a significant customer, which primarily consist of expenses required to enhance

resources to deliver under the agreement with the customer.

As of September 30, 2021, the Company has capitalized $ 11,132 , of which $ 604 of these costs is presented within Other current assets and $ 10,528 is presented within Other non-current assets on the condensed consolidated balance sheets.

As of December 31, 2020, the Company had capitalized $ 11,276 , of which $ 588 of these costs was presented within Other

current assets and $ 10,688 was presented within Other non-current assets on the condensed consolidated balance sheets.

In the first quarter

of 2020, the Company began delivery under the agreement and started recognizing these costs on a straight-line basis over the expected term of the agreement.

Contract assets are presented net of expected credit losses of $ 442 and $ 442 as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022 and December 31, 2021, contract assets was comprised of $ 42,045 and $ 43,839 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 March 31, 2022, the Company has capitalized $ 10,830 of which $ 604 of these costs is presented within Other current assets and $ 10,226 is presented within Other non-current assets on the condensed consolidated balance sheets.

As of December 31, 2021, the Company had capitalized $ 10,981 , of which $ 604 of these costs was presented within Other current assets and $ 10,377 was presented within Other non-current assets on the condensed consolidated balance sheets.

In the first quarter of 2020, the Company began delivery under the agreement and started recognizing these costs on a straight-line basis over the expected term of the agreement.

Transaction price allocated to remaining performance obligations

Some of the Company’s contracts are short-term in nature with a contract term of less than a year.

The Company applied the optional exemption

not to report any unfulfilled performance obligations related to these contracts.

The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay”

basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery.

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

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

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

The fixed transaction price allocated to

the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes.

The 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:

The pattern of recognition reflects the minimum guaranteed volumes in each period:

Period Revenue

Remainder of 2022

For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the

Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

For these excluded contracts, the sources of

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

Both sources of variability are expected to be resolved at or shortly before delivery of

each unit of LNG, natural gas, power or steam.

Thereafter 8,141,219

Total $ 10,398,963

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

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

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

As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied.

1 unchanged sentence

The Company’s vessel charters of LNG carriers and FSRUs can take the form of operating or finance leases.

Property, plant and equipment

subject to vessel charters accounted for as operating leases is included within Vessels within Note 14 Property, plant and equipment, net.

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

operating leases:

September 30,

December 31, 2020

Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within Note 14 Property, plant and equipment, net.

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

March 31, 2022 December 31, 2021

Property, plant and equipment $ 1,275,195 $ 1,274,234

1 unchanged sentence

Property, plant and equipment, net $ 1,231,308 $ 1,242,385

The components of lease income from vessel operating leases for the three and nine months ended September 30, 2021 were as follows:

The components of lease income from vessel operating leases for the three months ended March 31, 2022 were as follows:

Three Months Ended

Nine Months Ended

September 30, 2021

September 30 , 2021

March 31, 2022

Operating lease income $ 80,222

1 unchanged sentence

Total operating lease income $ 90,786

The Company’s charter of the Nanook

to CELSE and certain equipment leases provided in connection with the supply of natural gas or LNG are accounted for as finance leases.

The Company recognized interest income of $ 11,607

and $ 21,288 for the three months and nine months ended September 30, 2021, respectively, related to the finance lease of the Nanook included within Other revenue in the condensed consolidated statements of operations and comprehensive loss.

The Company recognized revenue of

$ 1,491 and $ 2,656 for the

three months and nine months ended September 30, 2021, respectively, related to the operation and services agreement within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2021, there were outstanding balances due from CELSE of $ 6,183 , of which $ 4,210 is recognized in Receivables, net and a loan to CELSE of $ 1,973 is recognized in Prepaid expenses and other current assets, net on the condensed consolidated balance sheets.

CELSE is an affiliate due to the

equity method investment held in CELSE’s parent, CELSEPAR, and as such, these transactions and balances are related party in nature.

The following table shows the expected future lease payments as of September 30, 2021, for the remainder of 2021 through 2025 and thereafter:

The Company’s charter of the Nanook to CELSE (defined below) and certain equipment leases provided in connection with the supply of natural gas or LNG are accounted for as finance leases.

The Company recognized interest income of $ 11,581 for the three months ended March 31, 2022 related to the finance lease of the Nanook included within Other revenue in the condensed consolidated statements of operations and comprehensive income (loss).

The Company recognized revenue of $ 1,634 for the three months ended March 31, 2022 related to the operation and services agreement within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2022, there were outstanding balances due from CELSE of $ 6,911 , of which $ 4,388 is recognized in Receivables, net and a loan to CELSE of $ 2,523 is recognized in Prepaid expenses and other current assets, net on the condensed consolidated balance sheets.

As of December 31, 2021, there were outstanding balances due from CELSE of $ 6,428 of which $ 4,371 was recognized in Receivables, net and a loan to CELSE of $ 2,057 was recognized in Prepaid expenses and other current assets, net on the condensed consolidated balance sheets.

CELSE is an affiliate due to the equity method investment held in CELSE’s parent, CELSEPAR, and as such, these transactions and balances are related party in nature.

The following table shows the expected future lease payments as of March 31, 2022, for the remainder of 2022 through 2026 and thereafter:

Future cash receipts

Financing Leases

Operating Leases

Financing Leases Operating Leases

Remainder of 2022

$ 37,740 $ 209,621

2023 50,616 147,375

2024 51,442 104,148

2025 51,876 25,961

2026 52,147 —

Thereafter 1,051,956 —

Total minimum lease receivable $ 1,295,777 $ 487,105

3 unchanged sentences

Current expected credit losses 1,551

Net investment in leased vessel

Net investment in leased asset $ 605,870

Current portion of net investment in leased asset $ 3,917

1 unchanged sentence

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 has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements.

The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion.

Renewal periods are included in the lease term when the Company is reasonably certain that

the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability.

The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an

inflation index or other market adjustments.

Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of

the lease liability or ROU asset;

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 right-of-use 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.

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.

As of September 30, 2021 and December 31, 2020, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of

the following:

September 30, 2021

December 31, 2020

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 March 31, 2022 and December 31, 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following:

March 31, 2022 December 31, 2021

Operating right-of-use-assets $ 396,688 $ 285,751

9 unchanged sentences

Total non-current lease liabilities $ 336,399 $ 234,060

(1) Finance lease right-of-use assets are recorded net of accumulated amortization

of $ 289 as of September 30, 2021 .

For the three and nine months ended September 30, 2021 and 2020,

the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows :

Three Months Ended September 30,

Months Ended September 30,

For the three months ended March 31, 2022 and 2021, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income (loss) were as follows:

Three Months Ended March 31,

Fixed lease cost $ 18,500 $ 11,745

4 unchanged sentences

Lease cost - Selling, general and administrative 1,527 1,567

For the three and nine months ended September 30, 2021, the

Company has capitalized $ 5,297 and $ 8,809 of lease costs, respectively, for vessels and port space used during

the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory.

Beginning in the second quarter of 2021, leases for ISO tanks

and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases.

For the three and nine months ended September 30, 2021, the Company

recognized interest expense related to finance leases of $ 152 and $ 202 , respectively, which are included within Interest expense, net in the condensed consolidated statements of

operations and comprehensive loss.

For the three and nine months ended September 30, 2021, the Company recognized amortization of the right-of-use asset related to finance leases of $ 228 and $ 289 , respectively, which are included within Depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

Cash paid for operating leases is reported in operating

activities in the condensed consolidated statements of cash flows.

Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2021 and 2020 :

Months Ended September 30,

For the three months ended March 31, 2022 and 2021, the Company has capitalized $ 8,242 and $ 1,199 of lease costs, respectively, for vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory.

Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases.

For the three months ended March 31, 2022, the Company recognized interest expense related to finance leases of $ 229 which is included within Interest expense, net in the condensed consolidated statements of operations and comprehensive income (loss).

For the three months ended March 31, 2022, the Company recognized amortization of the right-of-use asset related to finance leases of $ 379 which are included within Depreciation and amortization in the condensed consolidated statements of operations and comprehensive income (loss).

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

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Operating cash outflows for operating lease liabilities $ 27,122 $ 12,660

1 unchanged sentence

Right-of-use assets obtained in exchange for new operating lease liabilities 127,451 —

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

T he future payments due under operating and finance leases as of

September 30, 2021 are as follows :

Operating Leases

Financing Leases

The future payments due under operating and finance leases as of March 31, 2022 are as follows:

Operating Leases Financing Leases

Due remainder of 2022

$ 66,326 $ 3,607

2023 72,928 4,362

2024 66,582 4,381

2025 58,126 4,381

2026 50,123 2,625

Thereafter 233,102 1,029

Total Lease Payments $ 547,187 $ 20,385

3 unchanged sentences

Non-current lease liability 322,416 13,983

As of September 30, 2021, the weighted-average remaining lease

term for operating leases was 8.4 years and finance

leases was 5.4 years.

Because the Company generally

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

The weighted average discount rate associated with operating leases as of September 30, 2021 was 8.5 %.

The weighted average discount rate associated with finance leases as

of September 30, 2021 was 5.1 % .

The Company has entered into several leases for ISO tanks that

have not commenced as of September 30, 2021 with noncancelable terms of 5 years and including fixed payments of approximately $ 6.3 million.

As of March 31, 2022, the weighted-average remaining lease term for operating leases was 8.6 years and finance leases was 4.9 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 March 31, 2022 and December 31, 2021 was 8.4 % and 8.7 %, respectively.

The weighted average discount rate associated with finance leases as of March 31, 2022 and December 31, 2021 was 5.1 % and 5.1 %, respectively.

Financial instruments

Interest rate and currency risk management

In connection with the Mergers, the Company has acquired

financial instruments that GMLP and Hygo used to reduce the risk associated with fluctuations in interest rates and foreign exchange rates.

Interest rate swaps are used to convert floating rate interest obligations to fixed rates, which from an

economic perspective hedges the interest rate exposure.

The Company also acquired a cross currency interest rate swap to manage interest rate exposure on the Debenture Loan and the foreign exchange rate exposure on the US dollar cash flows from

the charter of the Nanook to CELSE that guarantees the

repayments of the Brazilian Real-denominated Debenture Loan.

The Company does not hold or issue instruments for speculative or trading purposes, and the counterparties to such contracts are major

banking and financial institutions.

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 September 30, 2021:

Notional Amount

Maturity Dates

Interest Rate

Forward Foreign

The following table summarizes the terms of interest rate and cross currency interest rate swaps as of March 31, 2022:

Instrument Notional Amount (in thousands) Maturity Dates Fixed

Interest Rate Forward Foreign

Exchange Rate

Interest rate swap:

Receiving floating, pay fixed

March 31, 2026

Cross currency interest rate swap - Debenture Loan, due 2024

BRL 230,100,142

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 condensed consolidated statements

of operations and comprehensive 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.

Receiving floating, pay fixed $ 348,000 March 31, 2026 2.86 % N/A

Cross currency interest rate swap - Debenture Loan, due 2024 BRL 198,600 September 2024 5.90 % 5.424

The mark-to-market gain or loss on interest rate and foreign currency swaps that are not designated as hedges for accounting purposes are reported in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

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, including those that are measured at fair value, as of

September 30, 2021 and December 31, 2020:

September 30,

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of March 31, 2022 and December 31, 2021:

Hierarchy March 31, 2022

Carrying Value

September 30,

March 31, 2022

December 31, 2021

3 unchanged sentences

Non-Derivatives:

Cash and cash equivalents

Market approach

Restricted cash

Market approach

Investment in equity securities

Market approach

Investment in equity securities

Market approach

Cash and cash equivalents Level 1 $ 156,173 $ 156,173 $ 187,509 $ 187,509 Market approach

Restricted cash Level 1 82,833 82,833 76,521 76,521 Market approach

Investment in equity securities Level 1 11,003 11,003 11,195 11,195 Market approach

Investment in equity securities Level 3 7,678 7,678 7,678 7,678 Market approach

Long-term debt (1)

Market approach

Level 2 3,977,615 3,968,695 3,895,255 3,910,425 Market approach

Derivative liability (2)(3)

Income approach

Level 3 30,331 30,331 30,686 30,686 Income approach

Equity agreement (3)(4)

Income approach

Interest rate swap liability (5)(6)

Income approach

(1) Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets, and is presented in the above table gross of deferred financing costs of $ 41,483 and $ 10,439 as of September 30, 2021 and December 31, 2020, respectively.

(2) Consideration

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

The liability associated with the derivative liabilities is recorded within Other long-term liabilities on the condensed consolidated balance sheets.

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.

be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received for the facility in development in Shannon, Ireland.

The liability associated with the equity agreement is recorded within Other current

liabilities on the condensed consolidated balance sheets.

(5) Interest rate swap liability and cross currency interest rate swap liability is presented

within Other current liabilities on the condensed consolidated balance sheet s .

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.

believes the carrying amounts of cash and cash equivalents, accounts receivable, finance lease receivables and accounts payable approximated their fair value as of September 30, 2021 and December 31, 2020.

As part of the Hygo Merger, the Company assumed liabilities for

payments due to sellers in asset acquisitions completed prior to the Hygo Merger, and these liabilities are reflected as derivative liabilities.

Activity during the nine months ended September 30, 2021 also included the recognition of additional

derivative liabilities from transactions accounted for as asset acquisitions of $ 10,520 (Note 4).

During the three and nine months ended September 30, 2021 and 2020, the Company had no settlements of the equity agreement or derivative liabilities or any transfers in or out of Level 3 in the fair

value hierarchy.

The table below summarizes the fair value adjustment to

instruments measured at Level 3 in the fair value hierarchy, the derivative liability and equity agreement, as well as the cross currency interest rate swap and the interest rate swap.

These adjustments have been recorded within Other (income)

expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020 :

Three Months Ended September 30,

Months Ended September 30 ,

Derivative liability/Equity agreement - Fair value adjustment - Loss (Gain)

Interest rate swap - Fair value adjustment - Loss (gain)

Cross currency interest rate swap - Fair value adjustment - Loss (gain)

Under the Company’s interest rate swap, the Company is required

to provide cash collateral, and as of September 30, 2021, $ 12,500 of cash collateral is presented as restricted cash on the condensed consolidated balance sheets .

Level 3 20,083 20,083 18,163 18,163 Income approach

Cross-currency interest rate swap asset (5)(7)

Level 2 5,115 5,115 — — Income approach

Cross-currency interest rate swap and Interest rate swap liability (6)(7)

Level 2 3,929 3,929 21,929 21,929 Income approach

(1) Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets, and is presented in the above table gross of deferred financing costs of $ 40,339 and $ 40,125 as of March 31, 2022 and December 31, 2021, respectively.

(2) Consideration due to the sellers in assets acquisitions when certain contingent events occur.

The liability associated with the derivative liabilities is recorded within Other current liabilities and Other long-term liabilities on the condensed consolidated balance sheets.

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

(4) To be paid upon the satisfaction in full of all conditions precedent related to the development, construction and operation of the facility in Shannon, Ireland.

The liability associated with the equity agreement is recorded within Other current liabilities on the condensed consolidated balance sheets.

(5) Cross-currency interest rate swap asset is present within Other non-current assets on the condensed consolidated balance sheets as of March 31, 2022.

(6) Interest rate swap liability is presented within Other current liabilities on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021;

this balance includes the liability for the cross-currency interest rate swap liability as of December 31, 2021.

(7) 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 March 31, 2022 and December 31, 2021 and are classified as Level 1 within 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), net in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Derivative liability/Equity agreement - Fair value adjustment - (Gain) $ ( 446 ) $ ( 425 )

Interest rate swap - Fair value adjustment - (Gain) ( 15,833 ) —

Cross currency interest rate swap - Fair value adjustment - (Gain) ( 8,576 ) —

During the three months ended March 31, 2022 and 2021, 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.

Under the Company’s interest rate swap, the Company is required to provide cash collateral, and as of March 31, 2022 and December 31, 2021, $ 12,500 of cash collateral is presented as restricted cash on the condensed consolidated balance sheets.

Restricted cash

As of September 30, 2021 and December 31, 2020, restricted cash consisted of the following:

September 30,

December 31, 2020

As of March 31, 2022 and December 31, 2021, restricted cash consisted of the following:

March 31, 2022 December 31, 2021

Cash held by lessor VIEs $ 41,944 $ 35,651

Collateral for interest rate swaps

Collateral for performance under customer agreements

Collateral for LNG purchases

Collateral for letters of credit and performance bonds 27,633 27,614

Collateral for interest rate swaps 12,500 12,500

Other restricted cash 756 756

2 unchanged sentences

Non-current restricted cash 7,960 7,960

Restricted cash does not include minimum consolidated cash

balances of $ 30,000 required to be maintained as part

of the financial covenants for sale and leaseback financings and the Vessel Term Loan Facility that is included in Cash and cash equivalents on the condensed consolidated balance sheets as of September 30, 2021.

As of September 30, 2021 and December 31, 2020, inventory consisted of the following:

September 30,

December 31, 2020

Restricted cash does not include minimum consolidated cash balances of $ 30,000 required to be maintained as part of the financial covenants for sale and leaseback financings and the Vessel Term Loan Facility that is included in Cash and cash equivalents on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, inventory consisted of the following:

March 31, 2022 December 31, 2021

LNG and natural gas inventory $ 27,744 $ 16,815

3 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 condensed consolidated statements of operations and comprehensive loss.

No adjustments were recorded during the nine

months ended September 30, 2021 and 2020.

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

No adjustments were recorded during the three months ended March 31, 2022 and 2021.

Prepaid expenses and other current assets

As of September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following:

September 30,

December 31, 2020

As of March 31, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following:

March 31, 2022 December 31, 2021

Prepaid expenses $ 22,435 $ 19,951

Recoverable taxes 35,352 33,053

Due from affiliates 3,236 3,299

1 unchanged sentence

Total prepaid expenses and other current assets, net $ 82,392 $ 83,115

Other current assets as of September 30, 2021 and December 31, 2020 primarily consists of receivables for recoverable taxes and deposits.

Other current assets as of March 31, 2022 and December 31, 2021 primarily consists of deposits, as well as the current portion of contract assets (Note 6) and finance leases (Note 6).

Equity method investments

As a result of the Mergers, the Company acquired investments

in Centrais Elétricas de Sergipe Participações S.A.

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.

The investments are reflected in the Terminals and Infrastructure and Ships segments, respectively.

Changes in the balance of the Company’s equity method investments is as follows:

September 30,

March 31, 2022

Equity method investments as of December 31, 2021

Acquisition of equity method investments in the Mergers

Equity in earnings / losses of investees

Dividends ( 7,609 )

Equity in earnings of investees 50,235

Foreign currency translation adjustment 102,805

Equity method investments as of September 30, 2021

The carrying amount of equity method investments as of September

30 , 2021 is as follows:

September 30,

As of September 30, 2021 , the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $ 930,071 .

In conjunction with the preliminary purchase accounting for the Mergers, the basis

difference was allocated to tangible assets, identifiable intangible assets, liabilities and goodwill, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining

estimated useful lives of the underlying assets.

CELSEPAR is jointly owned and operated with Ebrasil Energia

Equity method investments as of March 31, 2022

The carrying amount of equity method investments as of March 31, 2022 is as follows:

March 31, 2022

Hilli LLC $ 372,450

CELSEPAR 954,994

Total $ 1,327,444

As of March 31, 2022 and 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 $ 739,659 and $ 792,995 , respectively, 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.

1 unchanged sentence

(“CELSE”), the owner and operator of the Sergipe Power Plant.

The Company acquired an interest of 50 % of the Hilli Common Units as part of the acquisition of GMLP.

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 acquired 50 % of the Hilli Common Units as part of the GMLP Merger.

The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units.

The Company did not acquire any of the Series A Special Units or Series B Special Units.

The Hilli Common Units provide the Company with significant

influence over Hilli LLC.

The Hilli is currently

operating under an 8-year liquefaction tolling

agreement (“LTA”) with Perenco Cameroon S.A.

The Hilli Common Units provide the Company with significant influence over Hilli LLC.

The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A.

and Société Nationale des Hydrocarbures.

Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, shall determine the

amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC shall make a distribution to the unitholders of Hilli LLC (“Hilli Unitholders”) of the available cash, subject to such reserves.

Hilli LLC shall make distributions to

the Hilli Unitholders when, as and if declared by GLNG;

provided, however, that no distributions may be made on the Hilli Common Units on any distribution date

unless Series A Distributions and Series B Distributions for the most recently ended quarter and any accumulated Series A Distributions and Series B Distributions in arrears for any past quarter have been or contemporaneously are being paid or

provided for.

Series A Distributions are calculated based on cash received by

Hilli Corp for any tolling fees under the LTA relating to an increase in the Brent Crude price above $ 60 per barrel, adjusted by incremental taxes and costs that arise from underperformance of the Hilli .

Series B Distributions are calculated as 95 % of “Revenues Less Expenses”, which is based on the cash receipts as a direct result of the employment of more than the first 50 % of LNG production capacity for the Hilli , adjusted for incremental operating expenses, capital costs, financing and tax costs associated with making

more than 50 % capacity available and costs that

arise from underperformance.

The Hilli Common Units may receive 5 % of Revenues less Expenses received by Hilli Corp during such quarter.

The Company is required to reimburse other investors in Hilli

LLC for 50 % of the amount, if any, by which

certain operating expenses and withholding taxes of Hilli LLC are below an annual threshold for up to $ 20,000 in the aggregate through 2026 .

Other investors are required to reimburse the Company for

50 % of the amount, if any, by which certain operating

expenses and withholding taxes are above an annual threshold for up to $ 20,000 in the aggregate through 2026 .

No operating expense reimbursements were included in distributions for the period after the GMLP Merger.

Hilli Corp is a party to a Memorandum of Agreement, dated September

9, 2015 , with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back

from Fortune the Hilli under a 10-year bareboat

charter agreement (the “Hilli Leaseback”).

The Hilli Leaseback provided for postconstruction financing for the Hilli in the amount of $ 960 million.

Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, determines the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC makes a distribution to the unitholders of Hilli LLC of the available cash, subject to such reserves.

Hilli LLC makes distributions when declared by GLNG, provided that no distributions may be made on the Hilli Common Units unless current and accumulated Series A Distributions and Series B Distributions have been paid.

The Company is required to reimburse other investors in Hilli LLC or may receive reimbursements from other investors in Hilli LLC for 50 % of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are above or below an annual threshold.

During the three months ended March 31, 2022, operating expense reimbursements did not significantly impact distributions made by Hilli LLC.

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 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 %.

Construction in progress

The Company’s construction in progress activity during the nine months ended September 30, 2021 is detailed below:

September 30,

The Company’s construction in progress activity during the three months ended March 31, 2022 is detailed below:

March 31, 2022

Balance at beginning of period $ 1,043,883

Acquisition of construction in progress from business combinations

Impact of change in FX rates

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

Additions 196,946

Impact of currency translation adjustment 40,327

Transferred to property, plant and equipment, net ( 42,843 )

Balance at end of period $ 1,238,313

Interest expense of $ 18,924 and

$ 22,441 , inclusive of amortized debt issuance costs, was

capitalized for the nine months ended September 30, 2021 and 2020, respectively .

Interest expense of $ 13,137 and $ 2,641 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2022 and 2021, respectively.

The Company’s development activities are primarily in Latin America 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 September 30, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following:

September 30,

December 31, 2020

As of March 31, 2022 and December 31, 2021, the Company’s property, plant and equipment, net consisted of the following:

March 31, 2022 December 31, 2021

Vessels $ 1,498,582 $ 1,461,211

Terminal and power plant equipment 213,449 206,889

4 unchanged sentences

Gas pipelines 58,987 58,987

Land 54,347 55,008

Leasehold improvements 9,377 9,377

1 unchanged sentence

Total property, plant and equipment, net $ 2,160,025 $ 2,137,936

Depreciation for the three months ended September 30, 2021 and 2020 totaled $ 23,929 and $ 9,370 , respectively, of which $ 322 and $ 212 , respectively, is included

within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.

Depreciation for the nine months ended September 30, 2021 and 2020

totaled $ 55,070 and $ 22,120 , respectively, of which $ 898 and $ 662 is respectively included within Cost of sales in the condensed consolidated statements of operations and

comprehensive loss.

Capitalized drydocking costs of $ 6,573 are included in the vessel cost for September 30, 2021 which are

depreciated from the completion of drydocking until the next expected dry docking.

Depreciation expense for the three months ended March 31, 2022 and 2021 totaled $ 26,109 and $ 9,842 , respectively, of which $ 563 and $ 270 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss).

Capitalized drydocking costs of $ 8,691 and $ 5,914 are included in the vessel cost for March 31, 2022 and December 31, 2021, respectively, which are depreciated from the completion of drydocking until the next expected dry docking.

Goodwill and intangible assets

As of March 31, 2022 and December 31, 2021, the carrying amount of goodwill was $ 760,135 , all of which was included within the Terminals and Infrastructure segment.

Intangible assets

The following table summarizes the composition of intangible assets as of September 30, 2021 and December 31, 2020:

September 30,

The following table summarizes the composition of intangible assets as of March 31, 2022 and December 31, 2021:

March 31, 2022

Gross Carrying

Currency Translation

Amount Accumulated

Amortization Currency Translation

Adjustment Net Carrying

Amount Weighted

Definite-lived intangible assets

2 unchanged sentences

Acquired power purchase agreements 16,585 ( 1,173 ) 3,050 18,462 17

Easements 1,556 ( 255 ) — 1,301 30

Indefinite-lived intangible assets

Easements 1,191 — ( 34 ) 1,157 n/a

Total intangible assets $ 174,049 $ ( 41,574 ) $ 3,175 $ 135,650

1 unchanged sentence

Gross Carrying

Currency Translation

Amount Accumulated

Amortization Currency Translation

Adjustment Net Carrying

Amount Weighted

Definite-lived intangible assets

Favorable vessel charter contracts $ 106,500 $ ( 27,074 ) $ — $ 79,426 3

Permits and development rights 48,217 ( 3,311 ) ( 119 ) $ 44,787 38

Acquired power purchase agreements 16,585 ( 750 ) 406 $ 16,241 17

Easements 1,556 ( 243 ) — 1,313 30

Indefinite-lived intangible assets

Easements 1,191 — ( 14 ) 1,177 n/a

Total intangible assets $ 174,049 $ ( 31,378 ) $ 273 $ 142,944

In conjunction with the Mergers, the Company acquired charter

contracts with contractual rates that were favorable as compared to market rates and on the date of acquisition recognized intangible assets of $ 120,000 .

During the first quarter of 2021, the Company recognized additions to permits of $ 5,776 acquired in a transaction accounted for as asset acquisition related to licenses and rights to develop a

gas-fired power plant and associated infrastructure in the Port of Suape in Brazil.

The Company also acquired rights operated a power generation facility and sell power in Brazil of $ 16,585 (see Note 4.

Acquisitions).

As of September 30, 2021 and December 31, 2020, the weighted-average remaining amortization periods for the intangible assets were 12.7 and 37.5 years, respectively.

Amortization expense for the three months ended September 30, 2021 and 2020 totaled $ 7,334 and $ 309 , respectively.

Amortization expense was $ 13,550 and $ 861 for the nine months ended September 30, 2021 and 2020, respectively.

Amortization expense for the three months ended March 31, 2022 was $ 8,343 , which is inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers.

Amortization expense for the three months ended March 31, 2021 was $ 295 .

Other non-current assets

As of September 30, 2021 and December 31, 2020, Other non-current assets consisted of the following:

September 30,

December 31, 2020

Nonrefundable deposit

As of March 31, 2022 and December 31, 2021, Other non-current assets consisted of the following:

March 31, 2022 December 31, 2021

Contract asset, net (Note 6) $ 34,738 $ 36,757

Investments in equity securities (Note 8) 18,681 18,873

Cost to fulfill (Note 6) 10,226 10,377

Upfront payments to customers 9,601 9,748

Other 28,890 22,663

Total other non-current assets, net $ 102,136 $ 98,418

Nonrefundable deposits are primarily related to deposits for planned land purchases in Pennsylvania and Ireland.

Upfront payments to customers consist of amounts the Company has

paid in relation to two natural gas sales contracts

with customers to construct fuel-delivery infrastructure that the customers will own.

Other includes investments in equity securities of $ 14,270 and $ 1,256 as of September 30, 2021 and December 31, 2020.

recognized unrealized gains of $ 7,176 and $ 7,264

for the three and nine months ended September 30, 2021 within Other (income), net in the condensed consolidated statements of operations and comprehensive loss.

Other also includes upfront payments to our service providers and a long-term

refundable deposit.

The Company recognized an unrealized (loss) gain on its investments in equity securities of $( 192 ) and $ 137 for the three months ended March 31, 2022 and 2021, respectively, within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

Investments in equity securities include investments without a readily determinable fair value of $ 7,678 as of March 31, 2022 and December 31, 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.

Accrued liabilities

As of September 30, 2021 and December 31, 2020, accrued liabilities consisted of the following:

September 30,

December 31, 2020

As of March 31, 2022 and December 31, 2021, accrued liabilities consisted of the following:

March 31, 2022 December 31, 2021

Accrued development costs $ 109,597 $ 101,177

Accrued vessel operating and drydocking expenses 31,951 12,767

Accrued interest 13,553 61,630

Accrued consideration in asset acquisitions

Accrued consideration in asset acquisition 9,515 9,330

Accrued bonuses 5,832 27,591

Accrued vessel operating and drydocking expenses

Other accrued expenses 82,411 31,530

Total accrued liabilities $ 252,859 $ 244,025

As of September 30, 2021 and December 31, 2020, debt consisted of the following:

September 30,

December 31, 2020

As of March 31, 2022, the balance presented as other accrued expenses includes accruals of $ 49,459 for inventory purchases completed in the first quarter of 2022.

Other current liabilities

As of March 31, 2022 and December 31, 2021 , other current liabilities consisted of the following:

March 31, 2022 December 31, 2021

Equity agreements (Note 8) $ 20,083 $ 18,163

Deferred revenue 18,925 28,662

Income tax payable 10,481 8,881

Interest rate swaps (Note 8) 3,929 21,929

Due to affiliates 11,122 9,088

Other current liabilities 18,588 19,313

Total other current liabilities $ 83,128 $ 106,036

Deferred revenue includes contract liabilities and prepayments received from lessees under charter agreements.

Other current liabilities includes the value of unfavorable contracts assumed in the Mergers.

As of March 31, 2022 and December 31, 2021, debt consisted of the following:

March 31, 2022 December 31, 2021

Senior Secured Notes, due September 2025

$ 1,241,721 $ 1,241,196

Senior Secured Notes, due September 2026

1,478,514 1,477,512

Vessel Term Loan Facility, due September 2024

Debenture loan due 2024

394,239 408,991

Debenture Loan due September 2024

41,177 40,665

South Power 2029 Bonds 170,256 96,820

Revolving Facility 225,000 200,000

Subtotal (excluding lessor VIE loans) 3,550,907 3,465,184

CMBL VIE loan:

Golar Eskimo SPV facility, due 2025

CCBFL VIE loan:

Golar Nanook SPV facility, due 2030

Golar Nanook SPV facility, due September 2030

187,385 186,638

COSCO VIE loan:

Golar Penguin SPV facility, due 2025

Golar Penguin SPV facility, due December 2025

87,725 90,035

AVIC VIE loan:

Golar Celsius SPV facility, due 2023 / 2027

Golar Celsius SPV facility, due September 2023/May 2027

111,259 113,273

Total debt $ 3,937,276 $ 3,855,130

Current portion of long-term debt $ 100,666 $ 97,251

Long-term debt 3,836,610 3,757,879

Our outstanding debt as of September 30, 2021 is repayable as follows:

September 30,

Our outstanding debt as of March 31, 2022 is repayable as follows:

March 31, 2022

Due remainder of 2022 $ 64,055

2025 1,337,876

2026 1,754,095

Thereafter 361,476

Total debt $ 3,978,250

fair value adjustments to assumed debt obligations ( 635 )

1 unchanged sentence

Total debt, net deferred finance charges $ 3,937,276

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

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

commencing on March 15, 2021;

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

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

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

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

The 2025 Notes also

provide for customary events of default and prepayment provisions.

The Company used a portion of the net cash proceeds received from the 2025 Notes, together with cash on hand, to repay in full the

outstanding principal and interest under previously existing credit agreements and secured and unsecured bonds, including related premiums, costs and expenses.

In connection with the issuance of the 2025 Notes, the Company

incurred $ 17,937 in origination,

structuring and other fees.

Issuance costs of $ 13,909 were deferred as a reduction of the

principal balance of the 2025 Notes on the condensed consolidated balance sheets;

unamortized deferred financing costs related to lenders in the previous credit agreement that participated in the 2025 Notes were $ 6,501 and such unamortized costs were also included as a reduction of the principal balance of the 2025 Notes and will be

amortized over the remaining term of the 2025 Notes.

As a portion of the repayment of the previous credit agreement was a modification, in the third quarter of 2020, the Company recognized $ 4,028 of third-party fees as an expense in the condensed consolidated statements of operations and comprehensive loss.

On December 17, 2020, the Company issued $ 250,000 of additional notes on the same terms as the

2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein).

Proceeds received included a premium of $ 13,125 , which was offset by additional financing costs incurred of $ 4,566 .

As of September 30, 2021 and December 31, 2020, remaining unamortized deferred financing costs for the 2025 Notes was $ 9,323 and $ 10,439 , respectively.

On April 12, 2021, the Company issued $ 1,500,000 of 6.50 % senior secured

notes in a private offering pursuant to Rule 144 A under the Securities Act (the “ 2026 Notes”) at an issue price equal to 100 % of principal.

Interest is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2021 ;

no principal payments are due until maturity on September 30, 2026 .

The Company may redeem the 2026 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

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

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

In connection with the issuance of the 2026 Notes, the Company incurred $ 24,588 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2026 Notes on the condensed

consolidated balance sheets.

As of September 30, 2021, total remaining unamortized deferred financing costs for the 2026 Notes was $ 22,362 .

Vessel Term Loan Facility

On September 18, 2021, Golar Partners Operating LLC, an indirect subsidiary of NFE, closed a senior secured amortizing term loan facility

(the “Vessel Term Loan Facility”).

Under this facility, the Company borrowed an initial amount of $ 430,000 , which may be increased to $ 725,000 , subject to satisfaction of certain conditions including the provision of security in relation to additional vessels.

Loans under the Vessel Term Loan Facility bear interest at a rate of LIBOR plus a margin of 3 percent.

The Vessel Term Loan Facility shall be repaid in quarterly

installments of $ 15,357 , with the final repayment date in September 2024 .

Quarterly principal payments will be increased to reflect any upsize of the Vessel Term Loan Facility to reflect a straight-line amortization profile over the remaining term.

Obligations under the Vessel Term Loan Facility are guaranteed by GMLP and certain of GMLP’s subsidiaries.

Lenders have been granted a

security interest covering three floating storage and regasification vessels and four liquified natural gas carriers, and the issued and outstanding shares of capital stock of certain GMLP subsidiaries have been pledged as security.

As of September 30,

2021, the aggregate net book value of the three floating storage and regasification vessels and four liquified natural gas carriers pledged as security was approximately $ 666,674 .

The Company may prepay outstanding indebtedness without penalty, and certain events, such as (i) total loss;

(ii) minimum security value;

(iii) the sale or transfer of certain vessels;

or (iv) the termination of the charter over the Hilli, will require a mandatory prepayment.

The Vessel Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants,

including financial covenants, chartering restrictions, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions.

Financial covenants include requirements that

GMLP and Golar Partners Operating LLC maintain a certain amount of Free Liquid Assets, that the EBITDA to Consolidated Debt Service and the Net Debt to EBITDA ratios are no less than 1.15 :1 and no greater than 6.50 :1, respectively, and that

Consolidated Net Worth is greater than $ 250,000 , each as defined in the Vessel Term Loan Facility.

The Company was in compliance with

these covenants as of September 30, 2021.

In connection with the closing the Vessel Term Loan Facility, the Company incurred $ 6,229 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the Vessel Term Loan Facility on the condensed consolidated

balance sheets.

As of September 30, 2021, total remaining unamortized deferred financing costs for the Vessel Term Loan Facility was $ 6,161 .

Debenture Loan

As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures issued by NFE Brasil, an indirect subsidiary of

Hygo, in the aggregate principal amount of BRL 255.6 million ($ 45.0 million) due September 2024 , bearing interest at a rate

equal to the one-day interbank deposit futures rate in Brazil plus 2.65 % (the “Debenture Loan”).

The Debenture Loan was recognized at fair value of $ 44,566

on the date of the Hygo Merger, and the discount recognized in purchase accounting will result in additional interest expense until maturity.

Interest and principal is payable on the Debenture Loan semi-annually on September 13 and March 13.

The Debenture Loan is fully and unconditionally guaranteed by 100 % of the shares issued by NFE Brasil owned by the Company’s consolidated subsidiary, LNG Power Ltd.

On August 3, 2021, NFE South Power Holdings Limited, a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP

Facility”), initially drawing $ 100,000 .

The CHP Facility is secured by the Company’s combined heat and power plant in Clarendon, Jamaica.

The Company incurred $ 3,651 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the

CHP Facility on the condensed consolidated balance sheets.

As of September 30, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $ 3,636 .

The terms of the Company's debt instruments have been described in NFE's Annual Report on Form 10-K.

There have been no significant changes to the Company's outstanding debt, other than described below.

South Power 2029 Bonds

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”) is located and related security.

In January 2022, 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 South Power 2029 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 the first quarter of 2022, the Company issued $ 75,783 of South Power 2029 Bonds for a total amount outstanding of $ 175,783 as of March 31, 2022.

The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50 % and mature seven years from the closing date of the final tranche.

The Company expects to begin paying principal payments on a quarterly basis in July 2025.

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.

In conjunction with obtaining the CHP Facility, the Company incurred $ 3,243 in origination, structuring and other fees.

The rescission of the CHP Facility and issuance of South Power 2029 Bonds was treated as a modification, and fees attributable to lenders that participated in the CHP Facility will be amortized over the life of the South Power 2029 Bonds;

additional third party fees associated with such lenders of $ 258 were recognized as expense in the first quarter of 2022.

Additional fees for new lenders participating in the South Power 2029 Bonds were recognized as a reduction of the principal balance on the condensed consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $ 5,527 and $ 3,180 , respectively.

Revolving Facility

On April 15, 2021, the Company entered into a $ 200,000 senior secured revolving facility (the “Revolving Facility”).

The proceeds of the Revolving Facility may be used for

working capital and other general corporate purposes (including permitted acquisitions and other investments).

In April 2021, the Company entered into a $ 200,000 senior secured revolving credit facility (the "Revolving Facility").

The proceeds of the Revolving Facility may be used for working capital and other general corporate purposes (including permitted acquisitions and other investments).

In February 2022, the Revolving Facility was amended to increase the borrowing capacity by $ 115,000 to $ 315,000 .

Letters of credit issued under the $ 100,000 letter of credit sub-facility may be used for general corporate purposes.

The Revolving Facility will mature in 2026, with the potential for the Company to extend the maturity date once in a one-year increment.

Borrowings under the Revolving Facility will bear interest at a per annum rate equal to LIBOR plus 2.50 % if the usage under the Revolving Facility is equal to or less than 50 % of the commitments under the Revolving Facility and LIBOR plus 2.75 % if the usage under the

Revolving Facility is in excess of 50 % of the commitments under the Revolving Facility, subject in each case to a 0.00 % LIBOR floor.

Borrowings under the Revolving Facility bear interest at a 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 % LIBOR floor.

Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium.

The obligations under the Revolving Facility are guaranteed by each domestic subsidiary and foreign subsidiary that is a guarantor under

the existing 2025 Notes, and the Revolving Facility is secured by substantially the same collateral as the Company’s existing first lien obligations under the 2025 Notes.

The Revolving Facility contains usual and customary representations and

warranties, and usual and customary affirmative and negative covenants.

Financial covenants include requirements to maintain Debt to Capitalization Ratio of less than 0.7 :1.0, and for quarters in which the Revolving Facility is greater than 50 % drawn, the Debt to

Annualized EBITDA Ratio must be less than 5.0 :1.0 for fiscal quarters ending December 31, 2021 until September 30, 2023 and less than 4.0 :1.0 for the fiscal quarter ended December 31, 2023 (each as defined in the Revolving Facility).

The Company was in compliance with these covenants as

of September 30, 2021.

The Company incurred $ 3,974

in origination, structuring and other fees, associated with entry into the Revolving Facility.

The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries, in addition to other collateral.

The Company incurred $ 5,398 in origination, structuring and other fees, associated with entry into the Revolving Facility.

These costs have been capitalized within Other non-current assets on the condensed consolidated balance sheets.

As of September 30, 2021, total remaining

unamortized deferred financing costs for the Revolving Facility was $ 3,658 .

During the second and third quarters of 2021, the Company drew $ 152,500 and $ 47,500 on the Revolving Facility, respectively.

During the third quarter of 2021, the Company repaid the amounts outstanding on the Revolving Facility, and as of September 30, 2021, there are no

amounts outstanding.

Lessor VIE debt

The Company assumed the following loans in the Mergers related to lessor VIE entities, including CMBL, CCBFL, COSCO and AVIC, that are

consolidated as VIEs.

Although the Company has no control over the funding arrangements of these entities, the Company is the primary beneficiary of these VIEs and therefore these loan facilities are presented as part of the condensed consolidated

financial statements.

CMBL – Eskimo SPV facility

The SPV, Sea 23 Leasing Co.

Limited, the owner of the Eskimo, has a long-term loan facility that is denominated in USD, has a loan term of

ten years and bears interest at a rate of LIBOR plus a margin of 2.66 %.

As of the acquisition date of GMLP, the outstanding principal balance was $ 160,520 ,

and the Company recognized the fair value of this facility of $ 158,072 on the date of the Mergers.

The discount recognized in purchase

accounting will be recognized as additional interest expense until maturity.

CCBFL – Nanook SPV facility

The SPV, Compass Shipping 23 Corporation Limited, the owner of the Nanook, has a long-term loan facility that is denominated in USD, has a

loan term of twelve years and bears interest at a fixed rate of 2.7 %.

As of the acquisition date of Hygo, the outstanding principal balance was $ 202,249 ,

and the Company recognized the fair value of this facility of $ 201,484 on the date of the Mergers.

The discount recognized in purchase

accounting will be recognized as additional interest expense until maturity.

COSCO – Penguin SPV facility

The SPV, Oriental Fleet LNG 02 Limited, the owner of the Penguin, has a long-term loan facility that is denominated in USD, is repayable in

quarterly installments over a term of approximately six years and bears interest at LIBOR plus a margin of 1.7 %.

The SPV also has amounts payable to its parent.

As of the acquisition date of Hygo, the outstanding principal balance was $ 104,882 , and the Company recognized the fair value of this facility and the amount due to the parent of $ 105,126 on the date of the Mergers.

The premium recognized in purchase accounting will result in a reduction to interest expense until maturity.

AVIC – Celsius SPV facility

The SPV, Noble Celsius Shipping Limited, the owner of the Celsius, has two long-term loan facilities that are denominated in USD.

The first facility is repayable in quarterly installments over a term of approximately seven years with a balloon payment of $ 37,179 at the end of the term and bears interest at LIBOR plus a margin of 1.8 %;

the outstanding principal balance as of the acquisition date of this facility was $ 76,179 .

The SPV has another facility with its parent for the remaining principal of $ 45,200 as of the acquisition date, which is due as a balloon payment upon maturity in March 2023 and bears interest at a fixed rate of 4.0 % .

As of the acquisition date of Hygo, the total outstanding principal balance was $ 121,379 , and the Company recognized the fair value of this facility and the amount due to the parent of $ 121,308

on the date of the Mergers.

The discount recognized in purchase accounting will be recognized as additional interest expense until maturity.

As of March 31, 2022 and December 31, 2021, total remaining unamortized deferred financing costs for the Revolving Facility was $ 4,661 and $ 3,807 , respectively.

Debt and lease restrictions

The VIE loans and certain lease agreements with customers assumed in the Mergers contain certain operating and financing restrictions and

covenants that require:

(d) certain subsidiaries to maintain a minimum percentage of the vessel values over the relevant outstanding loan facility balances of either 110 % and 120 %, (e) certain subsidiaries to maintain a ratio of liabilities to total assets of less than 0.70 :1.

As of September 30, 2021, the Company was in compliance with all covenants under debt and lease agreements.

The Company has also entered into an Uncommitted Letter of Credit and Reimbursement Agreement with a financial institution for the issuance of letters of credit.

As of September 30, 2021, the Company had issued $ 75,000 of letters of credit under this agreement.

The Company is required to comply with affirmative and negative covenants customary for such facilities,

including financial covenants that are consistent with those under the Revolving Facility.

The Company was in compliance with all covenants as of September 30, 2021.

The VIE loans and certain lease agreements with customers assumed in the Mergers contain certain operating and financing restrictions and covenants that require:

(a) certain subsidiaries to maintain a minimum level of liquidity of $ 30,000 and consolidated net worth of $ 123,950 , (b) certain subsidiaries to maintain a minimum debt service coverage ratio of 1.20 :1, (c) certain subsidiaries to not exceed a maximum net debt to EBITDA ratio of 6.5 :1, (d) certain subsidiaries to maintain a minimum percentage of the vessel values over the relevant outstanding loan facility balances of either 110 % and 120 %, (e) certain subsidiaries to maintain a ratio of liabilities to total assets of less than 0.70 :1.

As of March 31, 2022, the Company was in compliance with all covenants under debt and lease agreements.

Financial covenants under GMLP's Vessel Term Loan Facility include requirements that GMLP and the borrowing subsidiary 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 million, each as defined in the Vessel Term Loan Facility.

GMLP was in compliance with these covenants as of March 31, 2022 .

The Company is also required to comply with covenants under the Revolving Facility and letter of credit facility, including 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.

The Company was in compliance with all covenants as of March 31, 2022.

Interest Expense

Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction

projects are capitalized and included in the cost of the project.

Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2021 and 2020 consisted of the following:

Three Months Ended September 30,

Ended September 30,

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

Interest expense, net of amounts capitalized, recognized for the three months ended March 31, 2022 and 2021 consisted of the following:

Three Months Ended March 31,

Interest per contractual rates $ 55,349 $ 20,834

Amortization of fair value adjustments to assumed debt obligations

Amortization of debt issuance costs, premiums and discounts 2,475 487

3 unchanged sentences

Total interest expense $ 44,916 $ 18,680

As a result of the Mergers, the Company recognized deferred tax liabilities to reflect the impact of fair value adjustments, primarily the increased

value of equity method investments, which did not impact tax basis.

The Company acquired tax attribute carryforwards including net operating losses in certain jurisdictions for which net deferred tax assets have not been recognized as a result of

cumulative losses and the developmental status of the entities.

The effective tax rate for the three months ended September 30, 2021 was ( 24.75 )%, compared to ( 5.27 )% for the three months ended September 30, 2020.

The total tax provision for the three months ended September 30, 2021 was $ 3,526 , compared to $ 1,836 for the three months ended September

The effective tax rate for the nine months ended September 30, 2021 was ( 13.58 )%, compared to ( 0.75 )% for the nine months ended September 30, 2020.

The total tax provision for the nine months ended September 30, 2021 was $ 7,058 , compared to $ 1,949 for the nine

months ended September 30, 2020.

The calculation of the effective tax rate for the period after the Mergers includes income from equity method investments recognized for the three and nine months ended September 30, 2021.

The increases to the tax provision and effective tax rate for both the

three and nine months ended September 30, 2021 was primarily driven by an increase in pretax income for certain profitable non-U.S.

operations and the inclusion of GMLP and Hygo into expected pre-tax results of operations for the year ended

December 31, 2021.

Tax expense recognized includes the results of the acquired entities from the date of acquisition through September 30, 2021.

For the nine months ended September 30, 2021, these increases in tax expense were partially

offset by the release of a valuation allowance in a foreign jurisdiction resulting in a discrete benefit of $ 1,800 .

The Company assumed a liability for tax contingencies in the

Mergers of $ 19,382 primarily related to potential tax

obligations for payments under certain charter agreements for acquired vessels;

this liability is included in Other current liabilities on the condensed consolidated balance sheets.

The Company has not recorded any other material

liabilities for uncertain tax positions as of September 30, 2021.

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

As a result of the Mergers, the Company recognized deferred tax liabilities to reflect the impact of fair value adjustments, primarily the increased value of equity method investments, which did not impact tax basis.

The Company acquired tax attribute carryforwards including net operating losses in certain jurisdictions for which net deferred tax assets have not been recognized as a result of cumulative losses and the developmental status of the entities.

The effective tax rate for the three months ended March 31, 2022 was ( 25.94 )%, compared to 2.20 % for the three months ended March 31, 2021.

The total tax benefit for the three months ended March 31, 2022 was $ 49,681 , compared to a benefit of $ 877 for the three months ended March 31, 2021.

The calculation of the effective tax rate includes income from equity method investments recognized for the three months ended March 31, 2022.

The decrease to the effective tax rate for the three months ended March 31, 2022 resulted principally from the remeasurement of the deferred income tax liability in conjunction with an internal reorganization.

The Company’s equity method investment in CELSEPAR is now directly held by a subsidiary domiciled in the United Kingdom;

the investment was previously held by a subsidiary domiciled in Brazil, and this reorganization resulted in a discrete tax benefit o f $ 76,460 .

This increase in tax benefit for the three months ended March 31, 2022 was offset in part by an increase in pretax income for certain profitable operations, including GMLP and Hygo, which resulted in income tax expense for the three months ended March 31, 2022.

During the second quarter of 2021, the Company assumed a liability for tax contingencies in the Mergers primarily related to potential tax obligations for payments under certain charter agreements for acquired vessels;

this liability is included in Other long-term liabilities on the condensed consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, the Company has recognized a liability for these uncertain tax positions of $ 12,370 and $ 12,474 , respectively.

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.

Commitments and contingencies

Legal proceedings and claims

The Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business, and the Company

has evaluated the contingencies that have been assumed in conjunction with the Mergers.

The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position,

results of operations or cash flows.

In conjunction with the Mergers, the Company has assumed

contingencies for VAT in Indonesia.

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.

In conjunction with the Mergers, the Company has assumed contingencies for VAT in Indonesia.

Indonesian tax authorities have issued letters to PTGI, a consolidated subsidiary, to revoke a previously granted VAT importation waiver for approximately $ 24,000 for the NR Satu .

The Company does not believe it probable that a liability exists as no Tax Underpayment Assessment Notice has been received within the statute of limitations period, and the Company believes PTGI will be indemnified by PT Nusantara Regas, the charterer of the NR Satu , for any VAT liability as well as related interest and penalties under the time

charter party agreement.

Prior to the Mergers, Indonesian tax authorities also issued tax

assessments for land and buildings tax to PTGI for the years 2015 to 2019 in

relation to the NR Satu , for approximately $ 3,400 (IDR 48,378.3 million ).

The Company intends to appeal against the assessments for the land and buildings tax as the tax

authorities have not accepted the initial objection letter.

The Company believes there are reasonable grounds for success on the basis of no precedent set from

past case law and the new legislation effective prospectively from January 1, 2020 , that now specifically lists FSRUs as being an object liable to land and

buildings tax, when it previously did not.

The assessed tax was paid in January 2020 to avoid further penalties and the payment is presented in Other non-current

assets on the condensed consolidated balance sheets.

Prior to the Mergers, Jordanian tax authorities concluded their

tax audit into GMLP’s Jordan branch for the years 2015 and 2016 assessing

additional tax of approximately $ 1,600 (JOD 1.10 million ) and $ 3,100 (JOD 2.20 million ), respectively.

The Company has submitted an appeal to the tax notice, and a provision has not been

recognized as the Company does not believes that the tax inspector has followed the correct tax audit process and the claim by the tax authorities to not allow tax depreciation is contrary to Jordan’s tax legislation.

Prior to the Mergers, Indonesian tax authorities also issued tax assessments for land and buildings tax to PTGI for the years 2015 to 2019 in relation to the NR Satu , for approximately $ 3,400 (IDR 48,378.3 million).

The Company appealed against the assessments for the land and buildings tax as the tax authorities have not accepted the initial objection letter.

The Company believes there are reasonable grounds for success on the basis of no precedent set from past case law and the new legislation effective prospectively from January 1, 2020, that now specifically lists FSRUs as being an object liable to land and buildings tax, when it previously did not.

The assessed tax was paid in January 2020 to avoid further penalties and the payment is presented in Other non-current assets on the condensed consolidated balance sheets.

Prior to the Mergers, Jordanian tax authorities concluded their tax audit into GMLP’s Jordan branch for the years 2015 and 2016 assessing additional tax of approximately $ 1,600 (JOD 1.10 million) and $ 3,100 (JOD 2.20 million), respectively.

The Company has submitted an appeal to the tax notice, and a provision has not been recognized as the Company does not believes that the tax inspector has followed the correct tax audit process and the claim by the tax authorities to not allow tax depreciation is contrary to Jordan’s tax legislation.

Earnings per share

Three Months Ended September 30,

Months Ended September 30 ,

Three Months Ended March 31,

Net income (loss) $ 241,181 $ ( 39,509 )

net (income) loss attributable to non-controlling interests ( 2,912 ) 1,606

Net loss attributable to Class A common stock

Weighted-average shares-basic and diluted

Net loss per share - basic and diluted

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods

presented because its effects would have been anti-dilutive.

September 30,

Net income (loss) attributable to Class A common stock $ 238,269 $ ( 37,903 )

Weighted-average shares - basic 209,928,070 176,500,576

Net income (loss) per share - basic $ 1.14 $ ( 0.21 )

Weighted-average shares - diluted 210,082,295 176,500,576

Net income (loss) per share - diluted $ 1.13 $ ( 0.21 )

The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the three months ended March 31, 2022 and 2021 because its effects would have been anti-dilutive.

March 31, 2022 March 31, 2021

Unvested RSUs — 869,262

Shannon Equity Agreement shares 472,084 464,267

Represents the number of instruments

outstanding at the end of the period.

Class A common stock that would be issued in relation to the

Shannon LNG Equity Agreement.

The Company declared dividends of $ 17,598 , $ 20,736 and $ 20,750 during the first, second and third quarters of 2021, respectively, representing $ 0.10 per Class A share.

The Company paid $ 17,657 , $ 20,670 and $ 20,686 of dividends during the first, second and third quarters of 2021, respectively, inclusive of dividends that were accrued in prior periods .

A portion of non-controlling interest includes $ 140,259 attributable to GMLP’s 8.75 % Series A Cumulative Redeemable Preferred

Units (“Series A Preferred Units”).

As these equity interests have been issued by the Company’s consolidated subsidiary, the value of the Series A Preferred Units is recognized as non-controlling interest in the condensed consolidated financial

After the Mergers, the Company paid a dividend of $ 6,038 to holders of the Series A Preferred Units.

Total 472,084 1,333,529

The Company declared and paid dividends of $ 20,754 during the first quarter of 2022, representing $ 0.10 per Class A share.

The Company declared $ 17,598 and paid $ 17,657 during the first quarter of 2021, representing $ 0.10 per Class A

The Company's dividend payment during the first quarter of 2021 included dividends that were accrued in prior periods.

During the first quarter of 2022, the Company paid a dividend of $ 3,019 to holders of GMLP’s 8.75 % Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”).

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

New Fortress Energy Inc.

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

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

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

The following table summarizes the RSU activity for the nine months ended September 30, 2021:

The following table summarizes the RSU activity for the three months ended March 31, 2022:

Restricted Stock

Weighted-average

Units Weighted-average

grant date fair

1 unchanged sentence

Non-vested RSUs as of December 31, 2021

Non-vested RSUs as of September 30 , 2021

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2021 and

Three Months Ended September 30,

Months Ended September 30 ,

676,338 $ 13.49

Granted 12,196 29.89

Vested ( 515,194 ) 13.99

Forfeited — —

Non-vested RSUs as of March 31, 2022

173,340 $ 13.27

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Operations and maintenance $ 4 $ 222

1 unchanged sentence

Total share-based compensation expense $ 880 $ 1,770

For the three months ended September 30, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $ 116 and $ 278 , respectively, was reversed .

For the nine months ended September 30, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $ 173 and $ 827 , respectively, was reversed.

For both the three months ended March 31, 2022 and 2021, no cumulative compensation expense recognized for forfeited RSU awards was reversed.

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

As of September 30, 2021, the Company had 679,909

non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 2,710 .

The non-vested RSUs will

vest over a period from ten months to three years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 0.46 years as

of September 30, 2021.

As of March 31, 2022, the Company had 173,340 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $ 515 .

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

The weighted-average remaining vesting period of non-vested RSUs totaled 0.27 years as of March 31, 2022.

Performance Share Units (“PSUs”)

During the first quarter of 2020 and 2021 , the Company

granted PSUs to certain employees and non-employees that contain a performance condition.

Vesting will be determined based on achievement of a performance metric for the year subsequent to the grant, and the number of shares that will vest can

range from zero to a multiple of units granted.

September 30, 2021, the Company determined that it was not probable that the performance condition required for any of the PSUs to vest would be achieved, and as such, no compensation expense has been recognized in the condensed

consolidated statements of operations and comprehensive loss.

Units Granted

Range of Vesting

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 the recognition of all compensation cost associated with this award.

As of March 31, 2022, 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.

PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized

Weighted Average

Remaining Vesting

0 to 2,219,554

Q1 2020 ("2020 Grant") 1,109,777 0 to 2,219,554

2,105,522 $ — 0

Q1 2021 ("2021 Grant") 400,507 0 to 801,014

— 30,878 0.75 years

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

2 unchanged sentences

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”).

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”).

charges under the Administrative Agreement that are attributable to the Company totaled $ 1,352 and $ 1,749 for the three months ended September 30, 2021 and 2020, respectively, and $ 5,073 and $ 5,894 for the nine months ended September 30, 2021 and 2020, respectively.

Costs associated with the Administrative Agreement are included within Selling, general and administrative in the

condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2021 and December 31, 2020, $ 4,264 and $ 5,535 were due to Fortress, respectively.

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

the course of operations.

The Company incurred, at aircraft operator market rates, charter costs of $ 436 and $ 242 for the three months ended September 30, 2021 and 2020 , respectively, and

$ 3,385 and $ 1,526 for the

nine months ended September 30, 2021 and 2020.

As of September 30, 2021 and December 31, 2020 , $ 598 and $ 472 was due to this affiliate, respectively.

The Company has leased land from Florida East Coast Industries,

LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress.

The Company recognized expense related to the land lease of $ 103 during the three months ended September 30, 2021 and 2020, and $ 332 and $ 309 during the nine months ended September 30, 2021 and 2020, respectively, which was

included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2021

and December 31, 2020, $ 0 and $ 316 was due to FECI, respectively.

As of September 30, 2021, the Company has recorded a lease liability of $ 3,305 within Non-current lease liabilities on the condensed consolidated balance sheet.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,515 and $ 1,927 for the three months ended March 31, 2022 and 2021, respectively.

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

As of March 31, 2022 and December 31, 2021, $ 7,057 and $ 5,700 were due to Fortress, respectively.

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

The Company incurred, at aircraft operator market rates, charter costs of $ 1,022 and $ 1,609 for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022 and December 31, 2021, $ 1,022 and $ 944 was due to this affiliate, respectively.

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

The Company recognized expense related to the land lease of $ 103 and $ 126 during the three months ended March 31, 2022 and 2021, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2022 and December 31, 2021, the Company has recorded a lease liability of $ 3,321 and $ 3,314 , respectively, within Non-current lease liabilities on the condensed consolidated balance sheet.

DevTech investment

In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development

services to increase the customer base of the Company.

DevTech also contributed cash consideration in exchange for a 10 % interest in a

consolidated subsidiary.

The 10 % interest is reflected as non-controlling interest in the Company’s condensed consolidated financial

In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company.

DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary.

The 10 % interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements.

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

During the third quarter of 2021, the Company settled all outstanding amounts due

under notes payable;

During the third quarter of 2021, the Company settled all outstanding amounts due under notes payable;

the consulting agreement was also restructured to settle all previous amounts owed to DevTech and to include a royalty payment based on certain volumes sold in Jamaica.

The Company paid $ 988 to settle these outstanding amounts.

As of September 30, 2021 and December 31,

2020, $ 0 and $ 715 was owed

to DevTech on the note payable;

prior to settlement, the outstanding note payable due to DevTech was included in Other long-term liabilities on the condensed consolidated balance sheets.

The interest expense on the note payable due to DevTech was $ 0 and $ 19 for the three months ended September 30, 2021 and 2020, respectively, and $ 29 and $ 57 for the nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021 and December 31, 2020 , $ 0

and $ 343 was due from DevTech.

Subsequent to the restructuring of the consulting agreement, the Company recognized approximately $ 98 in expense for the three months ended March 31, 2022.

As of March 31, 2022 and December 31, 2021, $ 98 and $ 88 was due to DevTech, respectively.

Fortress affiliated entities

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

As of September 30, 2021 and December 31, 2020, $ 352

and $ 1,334 were due from affiliates, respectively.

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

costs incurred.

Beginning in the fourth quarter of 2020, the Company began to sublease a portion of office space to an affiliate of an entity managed by Fortress, and for the three and nine months ended September 30, 2021, $ 201 and $ 595 , respectively, of rent and office related expenses were incurred by this affiliate.

As of September 30, 2021 and December 31, 2020, $ 595 and $ 204 were due from this affiliate, respectively.

Additionally, an entity formerly affiliated with Fortress

and currently owned by Messrs.

Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a

month-to-month non-exclusive license agreement.

The Company incurred rent and administrative expenses of approximately $ 571 and $ 808 for the three months ended September 30, 2021 and 2020, respectively, and $ 2,048 and $ 1,657 for the nine months ended September 30, 2021 and 2020.

As of September 30, 2021 and December 31, 2020, $ 2,048 and $ 2,657 were due to Fortress affiliated entities, respectively.

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 subleasing a portion of office space and related administrative services to an affiliate of an entity managed by Fortress, and for the three months ended March 31, 2022 and 2021, $ 195 and $ 153 of rent and office related expenses were incurred by this affiliate, respectively.

As of March 31, 2022 and December 31, 2021, $ 712 and $ 1,241 were due from all Fortress affiliated entities, respectively.

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

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

The Company incurred rent and administrative expenses of approximately $ 600 and $ 803 for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022 and December 31, 2021, $ 3,043 and $ 2,444 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, an Indonesian company, owns 51 % of the issued share capital in the Company’s subsidiary, PTGI, the owner and operator of NR Satu , and provides agency and local representation services for the Company with respect to NR Satu .

During the period after the Mergers, PT Pesona did not receive any agency fees.

PT Pesona and

certain of its subsidiaries charged vessel management fees to the Company for the provision of technical and commercial management of the vessels amounting to $ 61 and $ 187 for the three and nine months ended September 30, 2021, respectively.

PT Pesona and certain of its subsidiaries charged vessel management fees to the Company for the provision of technical and commercial management of the vessels amounting to $ 191 for the three months ended March 31, 2022.

Hilli guarantees

As part of the GMLP Merger, the Company agreed to assume a guarantee (the “Partnership Guarantee”) of 50 % of the outstanding principal and interest amounts payable by Hilli Corp under the Hilli Leaseback.

The Company also assumed a guarantee of the letter

of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA.

Under the LOC Guarantee, the Company is severally liable for any outstanding amounts that are payable, up to

approximately $ 19,000 .

Subsequent to the GMLP Merger, under the Partnership Guarantee and the LOC Guarantee NFE’s subsidiary, GMLP, is required to comply with the

following covenants and ratios:

The Company also assumed a guarantee of the letter of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA.

Under the LOC Guarantee, the Company is severally liable for any outstanding amounts that are payable, up to approximately $ 19,000 .

As of March 31, 2022, Company has guaranteed $ 348,000 under the Partnership Guarantee.

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 September 30, 2021, the amount the Company has guaranteed under the Partnership Guarantee and the LOC Guarantee is $ 364,500 , and the fair value of debt guarantee after amortization, presented under Other current liabilities and Other non-current liabilities on the condensed consolidated

balance sheet, amounted to $ 5,286 and $ 3,549 ,

respectively.

As of September 30, 2021 the

Company was in compliance with the covenants and ratios for both Hilli guarantees.

As of September 30,

2021, the Company operates in two

reportable segments:

• a consolidated tangible net worth of $ 123.95 million.

The fair value of debt guarantees after amortization of $ 4,918 and $ 1,090 , has been presented within Other current liabilities and Other long-term liabilities, respectively, on the condensed consolidated balance sheet.

As of March 31, 2022, the Company was in compliance with the covenants and ratios for both Hilli guarantees.

As of March 31, 2022, 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.

• 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.

LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally.

Five of the LNG carriers acquired in the Mergers are included in this segment.

1 unchanged sentence

The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources.

Segment Operating Margin is

defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value.

Terminals and Infrastructure Segment

Operating Margin includes our effective share of revenue, expenses and segment operating margin attributable to our 50 % ownership of

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 three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, 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⁽⁵⁾

Other segmental financial information:

Capital expenditures⁽⁵⁾

Months Ended September 30, 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⁽⁵⁾

Other segmental financial information:

Capital expenditures⁽⁵⁾

Three Months Ended September 30, 2020

(in thousands of $)

Terminals and

Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value.

Terminals and Infrastructure Segment Operating Margin includes our effective share of revenue, expenses and segment operating margin attributable to our 50 % ownership of CELSEPAR.

Ships Segment 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 three months ended March 31, 2022 and 2021:

Three Months Ended March 31, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment

Consolidation

Segment Consolidation

and Other (3)

Statement of operations:

6 unchanged sentences

Total assets (4)

$ 5,291,601 $ 2,074,207 $ 7,365,808 $ — $ 7,365,808

Other segmental financial information:

Capital expenditures (4)(5)

Months Ended September 30, 2020

(in thousands of $)

Terminals and

$ 196,390 $ 3,289 $ 199,679 $ — $ 199,679

Three Months Ended March 31, 2021

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment

Consolidation

Total Segment Consolidation

and Other (3)

Statement of operations:

6 unchanged sentences

Total assets (4)

$ 1,832,111 $ — $ 1,832,111 $ — $ 1,832,111

Other segmental financial information:

Capital expenditures (4)(5)

⁽¹⁾ Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 %

ownership of CELSEPAR.

The losses and earnings attributable to the investment of $ 27,792 and $ 655 for the three and nine months ended September 30, 2021, respectively are reported in income (loss) from equity method investments on the condensed consolidated statements

of operations.

Terminals and Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $ 2,316

for the three and nine months ended September 30, 2021 reported in Cost of sales.

⁽²⁾ Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 %

ownership of the Hilli Common Units.

The earnings attributable to the investment of $ 11,809 and $ 22,303 for the three months and nine months ended September 30, 2021, respectively, are reported in income (loss) from equity method investments on the condensed consolidated

statements of operations and comprehensive loss.

⁽³⁾ Consolidation

and Other adjusts for

the inclusion of the effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR and Hilli Common Units in our segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.

⁽⁴⁾ Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the

Company’s terminals and vessels.

$ 106,895 $ — $ 106,895 $ — $ 106,895

(1) Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR.

The earnings attributable to the investment of $ 36,680 for the three months ended March 31, 2022 are reported in income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss).

Terminals and Infrastructure does not include the unrealized mark-to-market gain on derivative instruments of $ 2,492 for the three months ended March 31, 2022 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 $ 13,555 for the three months ended March 31, 2022, are reported in income from equity method investments in the condensed 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 the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.

(4) Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels.

The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment.

⁽⁵⁾ Capital expenditures includes

amounts capitalized to construction in progress and additions to property, plant and equipment during the period.

Consolidated Segment Operating Margin is defined as net loss, adjusted for selling, general and

administrative expenses, transaction and integration costs, depreciation and amortization, interest expense, other (income) expense, income from equity method investments and tax expense.

The following table reconciles Net

loss, the most comparable financial statement measure, to Consolidated Segment Operating Margin:

Three Months Ended September 30,

Months Ended September 30,

(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 (benefit) provision.

The following table reconciles Net income (loss), the most comparable financial statement measure, to Consolidated Segment Operating Margin:

Three Months Ended March 31,

(in thousands of $) 2022 2021

Net income (loss) $ 241,181 $ ( 39,509 )

Selling, general and administrative 48,041 33,617

Transaction and integration costs 1,901 11,564

Contract termination charges and loss on mitigation sales

Depreciation and amortization 34,290 9,890

Interest expense 44,916 18,680

Other (income) expense, net

Loss on extinguishment of debt, net

Tax provision

Loss (income) from equity

method investments

Other (income), net ( 19,725 ) ( 604 )

Tax benefit ( 49,681 ) ( 877 )

(Income) from equity method investments ( 50,235 ) —

Consolidated Segment Operating Margin $ 250,688 $ 32,761

Subsequent events

On May 4, 2022, the Company entered into an amendment to the Revolving Facility to increase the commitments thereunder by $ 125,000 , for a total capacity under the Revolving Facility of $ 440,000 .

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.

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

What changed 10-Q

Item 1. Financial Statements