What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-08 · 298 added, 1350 removed, 429 unchanged (79% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2022 and December 31, 2021

As of March 31, 2023 and December 31, 2022

(Unaudited, in thousands of U.S.

dollars, except share amounts)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Current assets

6 unchanged sentences

Total current assets 1,154,137 1,387,154

Restricted cash 2,581 7,960

Construction in progress 3,357,434 2,418,608

3 unchanged sentences

Intangible assets, net 80,312 85,897

Finance leases, net 5,573 602,675

Goodwill 776,760 776,760

16 unchanged sentences

Stockholders’ equity

Class A common stock, $ 0.01 par value, 750 million shares authorized, 208.8 million issued and outstanding as of September 30, 2022;

Class A common stock, $ 0.01 par value, 750 million shares authorized, 204.7 million issued and outstanding as of March 31, 2023;

208.8 million issued and outstanding as of December 31, 2022

Additional paid-in capital 1,047,541 1,170,254

Accumulated deficit ( 2,047 ) ( 132,399 )

Accumulated other comprehensive income (loss) 45,613 ( 2,085 )

Retained earnings 191,819 62,080

Accumulated other comprehensive income 57,344 55,398

Total stockholders’ equity attributable to NFE 1,298,751 1,289,820

4 unchanged sentences

New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and nine months ended September 30, 2022 and 2021

Condensed Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31, 2023 and 2022

Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Operating revenue $ 501,688 $ 400,075

3 unchanged sentences

Operating expenses

Cost of sales 393,830 135,432 874,529 333,533

Cost of sales (exclusive of depreciation and amortization shown separately below) 184,938 208,298

Vessel operating expenses 13,291 22,964

3 unchanged sentences

Depreciation and amortization 34,375 34,290

Asset impairment expense — — 48,109 —

Total operating expenses 311,907 338,662

2 unchanged sentences

Other expense (income), net 25,005 ( 19,725 )

Loss on extinguishment of debt, net 14,997 — 14,997 —

Net income (loss) before income from equity method investments and income taxes 97,936 1,740 347,158 ( 74,912 )

(Loss) income from equity method investments ( 31,734 ) ( 15,983 ) ( 354,426 ) 22,958

Income before income from equity method investments and income taxes 170,546 141,265

Income from equity method investments 9,980 50,235

Tax provision (benefit) 28,960 ( 49,681 )

Net income (loss) 56,231 ( 17,769 ) 118,981 ( 59,012 )

Net loss attributable to non-controlling interest 5,617 7,963 11,371 5,259

Net income (loss) attributable to stockholders $ 61,848 $ ( 9,806 ) $ 130,352 $ ( 53,753 )

Net income (loss) per share – basic $ 0.30 $ ( 0.05 ) $ 0.62 $ ( 0.27 )

Net income (loss) per share - diluted $ 0.29 $ ( 0.05 ) $ 0.62 $ ( 0.27 )

Net income 151,566 241,181

Net income attributable to non-controlling interest ( 1,360 ) ( 2,912 )

Net income attributable to stockholders $ 150,206 $ 238,269

Net income per share – basic $ 0.72 $ 1.14

Net income per share – diluted $ 0.71 $ 1.13

Weighted average number of shares outstanding – basic 208,707,385 209,928,070

Weighted average number of shares outstanding – diluted 209,325,619 210,082,295

Other comprehensive income (loss):

Net income (loss) $ 56,231 $ ( 17,769 ) $ 118,981 $ ( 59,012 )

Other comprehensive income:

Net income $ 151,566 $ 241,181

Currency translation adjustment 2,141 120,830

Comprehensive income (loss) 23,144 ( 94,765 ) 167,021 ( 35,315 )

Comprehensive loss attributable to non-controlling interest 6,085 8,162 11,029 6,005

Comprehensive income (loss) attributable to stockholders $ 29,229 $ ( 86,603 ) $ 178,050 $ ( 29,310 )

Comprehensive income 153,707 362,011

Comprehensive income attributable to non-controlling interest ( 1,555 ) ( 4,868 )

Comprehensive income attributable to stockholders $ 152,152 $ 357,143

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, 2022 and 2021

For the three months ended March 31, 2023 and 2022

(Unaudited, in thousands of U.S.

1 unchanged sentence

Class A common stock Additional

capital Accumulated

deficit Accumulated other

capital Retained earnings Accumulated other

comprehensive

(loss) income Non-

interest Total

4 unchanged sentences

Other comprehensive income — — — — 1,946 195 2,141

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

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 )

Cancellation of shares ( 4,100,000 ) ( 41 ) ( 122,713 ) — — — ( 122,754 )

Dividends — — — ( 20,467 ) — ( 3,019 ) ( 23,486 )

Balance as of March 31, 2023 204,670,088 $ 2,047 $ 1,047,541 $ 191,819 $ 57,344 $ 150,575 $ 1,449,326

Net loss — — — ( 169,765 ) — ( 8,666 ) ( 178,431 )

Other comprehensive loss — — — — ( 38,557 ) ( 1,146 ) ( 39,703 )

Share-based compensation expense — — 358 — — — 358

Issuance of shares for vested RSUs 13,898 — — — — — —

Dividends — — ( 20,582 ) — — ( 7,019 ) ( 27,601 )

Balance as of June 30, 2022 207,556,249 $ 2,076 $ 1,868,618 $ ( 63,895 ) $ 78,232 $ 187,497 $ 2,072,528

Net income (loss) — — — 61,848 — ( 5,617 ) 56,231

Other comprehensive loss — — — — ( 32,619 ) ( 468 ) ( 33,087 )

Share-based compensation expense — — 13,417 — — — 13,417

Issuance of shares for vested RSU/PSUs 2,291,060 12 ( 12 ) — — — —

Shares withheld from employees related to share-based compensation, at cost ( 1,077,221 ) — ( 59,548 ) — — — ( 59,548 )

Deconsolidation of vessels — — — — — ( 23,569 ) ( 23,569 )

Dividends — — ( 20,756 ) — — ( 3,019 ) ( 23,775 )

Balance as of September 30, 2022 208,770,088 $ 2,088 $ 1,801,719 $ ( 2,047 ) $ 45,613 $ 154,824 $ 2,002,197

Class A common stock Additional

capital Accumulated

capital Retained earnings (Accumulated

deficit) Accumulated other

5 unchanged sentences

Balance as of December 31, 2021 206,863,242 $ 2,069 $ 1,923,990 $ ( 132,399 ) $ ( 2,085 ) $ 202,479 $ 1,994,054

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

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

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

4 unchanged sentences

Balance as of March 31, 2022 207,542,351 $ 2,076 $ 1,888,842 $ 105,870 $ 116,789 $ 204,328 $ 2,317,905

Net (loss) income — — — ( 6,044 ) — 4,310 ( 1,734 )

Other comprehensive income — — — — 101,363 327 101,690

Share-based compensation expense — — 1,613 — — — 1,613

Shares issued as consideration in business combinations 31,372,549 314 1,400,470 — — — 1,400,784

Issuance of shares for vested RSUs 8,930 — — — — — —

Shares withheld from employees related to share-based compensation, at cost ( 3,329 ) — ( 164 ) — — — ( 164 )

Non-controlling interest acquired in business combinations — — — — — 229,285 229,285

Dividends — — ( 20,736 ) — — ( 20,736 )

Balance as of June 30, 2021 206,698,564 $ 2,060 $ 1,932,318 $ ( 273,450 ) $ 101,422 $ 239,569 $ 2,001,919

Net loss — — — ( 9,806 ) — ( 7,963 ) ( 17,769 )

Other comprehensive loss — — — — ( 76,797 ) ( 199 ) ( 76,996 )

Share-based compensation expense — — 1,562 — — — 1,562

Adjustments related to business combination — — — — — ( 319 ) ( 319 )

Issuance of shares for vested RSUs 193,193 9 ( 9 ) — — — —

Shares withheld from employees related to share-based compensation, at cost ( 28,515 ) — ( 478 ) — — — ( 478 )

Dividends — — ( 20,750 ) — — ( 3,019 ) ( 23,769 )

Balance as of September 30, 2021 206,863,242 $ 2,069 $ 1,912,643 $ ( 283,256 ) $ 24,625 $ 228,069 $ 1,884,150

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, 2022 and 2021

For the three months ended March 31, 2023 and 2022

(Unaudited, in thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net income (loss) $ 118,981 $ ( 59,012 )

Net income $ 151,566 $ 241,181

Adjustments for:

Amortization of deferred financing costs and debt guarantee, net 3,201 9,503

Depreciation and amortization 34,608 34,852

Loss (earnings) of equity method investees 354,426 ( 22,958 )

Drydocking expenditure ( 15,028 ) —

(Earnings) of equity method investees ( 9,980 ) ( 50,235 )

Dividends received from equity method investees 5,830 7,609

1 unchanged sentence

Deferred taxes — ( 58,769 )

Share-based compensation 14,655 4,945

Asset impairment expense 48,109 —

Earnings recognized from vessels chartered to third parties by Energos ( 14,341 ) —

Loss on extinguishment of debt 14,997 —

Loss on sale of net investment in lease 11,592 —

(Earnings) recognized from vessels chartered to third parties transferred to Energos ( 31,954 ) —

Loss on the disposal of equity method investment 37,401 —

Other ( 2,090 ) 2,847

Changes in operating assets and liabilities, net of acquisitions:

(Increase) in receivables ( 287,748 ) ( 75,633 )

Changes in operating assets and liabilities:

Decrease (increase) in receivables 28,136 ( 58,462 )

(Increase) in inventories ( 2,271 ) ( 18,617 )

(Increase) decrease in other assets ( 93,329 ) 25,500

(Increase) in other assets ( 27,966 ) ( 15,440 )

Decrease in right-of-use assets 13,336 17,016

Increase (decrease) in accounts payable/accrued liabilities ( 10,487 ) ( 2,530 )

(Decrease) in amounts due to affiliates ( 3,220 ) ( 2,070 )

(Decrease) increase in accounts payable/accrued liabilities ( 43,400 ) 68,520

(Decrease) increase in amounts due to affiliates ( 2,519 ) 2,035

(Decrease) in lease liabilities ( 9,709 ) ( 11,773 )

Increase (decrease) in other liabilities 55,822 ( 21,527 )

Net cash provided by (used in) operating activities 91,105 ( 139,687 )

Net cash provided by operating activities 200,140 114,382

Cash flows from investing activities

Capital expenditures ( 563,268 ) ( 189,221 )

Cash paid for business combinations, net of cash acquired — ( 1,586,042 )

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

Proceeds from the sale of net investment in lease 593,000 —

Other investing activities ( 1,794 ) ( 5,750 )

Sale of equity method investment 100,000 —

Net cash used in investing activities ( 463,268 ) ( 189,221 )

6 unchanged sentences

Net cash provided by financing activities 43,221 36,836

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 4,896 ) 1,960

Net increase (decrease) in cash, cash equivalents and restricted cash 139,959 ( 294,736 )

Impact of changes in foreign exchange rates on cash and cash equivalents 948 12,979

Net (decrease) in cash, cash equivalents and restricted cash ( 218,959 ) ( 25,024 )

Cash, cash equivalents and restricted cash – beginning of period 855,083 264,030

2 unchanged sentences

Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ 348,737 $ 19,838

Liabilities associated with consideration paid for entities acquired in asset acquisitions — 9,959

Consideration paid in shares for business combinations — 1,400,784

Principal payments paid to Energos by third party charterers ( 5,438 ) —

Investment in Energos 129,518 —

Non-cash financing costs 41,264

Principal payments on financing obligation to Energos by third party charterers ( 11,648 ) —

Shares received in Hilli Exchange $ ( 122,754 ) $ —

The following table identifies the balance sheet line-items included in Cash and cash equivalents, Current restricted cash, and Non-current restricted cash presented in the Condensed Consolidated Statement of Cash Flows:

Three Months Ended March 31,

Cash and cash equivalents $ 296,860 $ 156,173

Current restricted cash 325,298 74,873

Non-current restricted cash — 7,960

Cash and cash equivalents classified as held for sale 13,966 —

Cash, cash equivalents and restricted cash – end of period $ 636,124 $ 239,006

Cash and cash equivalents includes $ 13,966 which has been classified as assets held for sale and included in Other non-current assets on the condensed consolidated balance sheets.

3 unchanged sentences

The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, 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, Mexico and Brazil.

The Company also has marine operations with vessels operating under time charters and in the spot market globally.

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

The Company has marine operations with vessels operating under time charters and in the spot market globally.

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

4 unchanged sentences

Certain prior year amounts have been reclassified to conform 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.

The preparation of condensed 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 condensed consolidated financial statements.

Actual results could be different from these estimates.

Adoption of new and revised standards

(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 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 Energy Transition Ltd.

(“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 "Hygo Merger").

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.

Assets acquired as a result of the Hygo Merger are a 50 % interest in a 1.5 GW 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), and a terminal under development on the southern coast of Brazil (the “Santa Catarina Facility”).

In addition, the Company also acquired two LNG carriers and the Nanook , a newbuild FSRU moored and in service at the Sergipe Facility.

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

Consideration As of

April 15, 2021

Cash consideration for Hygo Preferred Shares $ 180,000

Cash consideration for Hygo Common Shares 400,000

Total Cash Consideration $ 580,000

Merger consideration to be paid in shares of NFE Common Stock 1,400,784

Total Non-Cash Consideration 1,400,784

Total Consideration $ 1,980,784

The Company 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 final adjusted 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

Assets Acquired

Cash and cash equivalents $ 26,641

Restricted cash 48,183

Accounts receivable 5,126

Inventory 1,022

Other current assets 8,095

Construction in process 128,625

Property, plant and equipment, net 385,389

Equity method investments 823,521

Finance leases, net 601,000

Deferred tax assets, net 1,065

Other non-current assets 52,996

Total assets acquired:

Liabilities Assumed

Current portion of long-term debt $ 38,712

Accounts payable 3,059

Accrued liabilities 39,149

Other current liabilities 13,495

Long-term debt 433,778

Deferred tax liabilities, net 275,410

Other non-current liabilities 21,520

Total liabilities assumed:

Non-controlling interest 38,306

Net assets acquired:

Goodwill $ 762,550

The fair value of Hygo’s non-controlling interest (“NCI”) as of April 15, 2021 was $ 38,306 , 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 nine months ended September 30, 2022 include Hygo’s result of operations for the entire period.

Revenue and net loss attributable to Hygo during the period was $ 64,759 and $ 257,434 , respectively.

On April 15, 2021, the Company completed the acquisition of all of the outstanding common units, representing all voting interests, of Golar LNG Partners LP ("GMLP") in exchange for $ 3.55 in cash per common unit and for each of the outstanding membership interest of GMLP’s general partner (the "GMLP Merger, and collectively with the Hygo Merger,

the "Mergers").

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.

As a result of the GMLP Merger, the Company acquired a fleet of six FSRUs and four LNG carriers, which are expected to help support the Company’s existing facilities and international business development pipeline.

Acquired FSRUs are operating in Brazil, Indonesia and Jordan under time charters, and uncontracted vessels are available for short term employment in the spot market.

Assets acquired also included an interest in a floating natural gas liquefaction vessel ("FLNG"), the Hilli Episeyo (the "Hilli"), which is expected to provide consistent cash flow streams under a long-term tolling arrangement.

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

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

Consideration As of

April 15, 2021

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

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

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

Cash Consideration $ 251,329

GMLP debt repaid in acquisition 899,792

Total Cash Consideration 1,151,121

Cash settlement of preexisting relationship ( 3,978 )

Total Consideration $ 1,147,143

The Company 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.

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

April 15, 2021

Assets Acquired

Cash and cash equivalents $ 41,461

Restricted cash 24,816

Accounts receivable 3,195

Inventory 2,151

Other current assets 2,789

Equity method investments 355,500

Property, plant and equipment, net 1,063,215

Intangible assets, net 106,500

Deferred tax assets, net 963

Other non-current assets 4,400

Total assets acquired:

Liabilities Assumed

Current portion of long-term debt $ 158,073

Accounts payable 3,019

Accrued liabilities 17,226

Other current liabilities 73,774

Deferred tax liabilities, net 14,907

Other non-current liabilities 10,630

Total liabilities assumed:

Non-controlling interest 196,156

Net assets to be acquired:

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 were effectively settled.

The lease agreement also included provisions that required a subsidiary of NFE to indemnify GMLP to the extent that GMLP incurred certain tax liabilities as a result of the lease.

A loss of $ 3,978 related to settlement of this indemnification provision was recognized in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the second quarter of 2021.

The Company’s results of operations for the nine months ended September 30, 2022 include GMLP’s result of operations for the entire period.

Revenue and net income attributable to GMLP during the period was $ 172,355 and $ 127,764 , respectively.

Unaudited pro forma financial information

The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020.

Three Months Ended September 30, Nine Months Ended September 30,

Revenue $ 304,656 $ 780,875

Net income (loss) ( 8,994 ) ( 75,963 )

Net income (loss) attributable to stockholders ( 12,822 ) ( 95,954 )

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.

Adjustments for non-recurring items increased pro forma net income by $ 37,508 for the nine months ended September 30, 2021;

there was no significant adjustments for non-recurring items for the three 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.

Asset acquisitions

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

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

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

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $ 3,047 was included as part of the purchase consideration and was recognized in Other 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.

The Company is seeking to obtain the necessary approvals to, and continues to endeavor in the development of, an LNG import terminal and a gas-fired power plant at the Port of Suape.

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

(“Pecém”) and Energética 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 purchase consideration consisted of $ 8,041 of cash paid at closing in addition to potential future payments contingent on achieving commercial operations of a gas-fired power plant 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 long-term liabilities on the condensed consolidated balance sheets.

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

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

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

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

the remaining purchase consideration was related to working capital acquired.

Vessel financing transaction

On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd.

("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $ 1.85 billion.

This sales and financing transaction comprised (1) the formation of a limited liability company doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Vessel Financing Transaction”).

As a result of the Vessel Financing Transaction, the Company owns approximately a 20 % equity interest in Energos, with the remaining interest owned by the Purchaser.

The Company has accounted for the investment in Energos as an equity method investment;

see Note 13 for further discussion of this investment.

In connection with the Vessel Financing Transaction, the Company entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing third-party charter.

Vessels chartered to the Company at the time of closing were classified as finance leases.

These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks.

These vessels continue to be recognized on the Company's consolidated balance sheet as Property, plant and equipment, and the Company has recognized the proceeds received from this failed sale leaseback financing as debt ("Vessel Financing Obligation").

Certain vessels included in the Vessel Financing Transaction are currently chartered to third parties under operating leases.

The Company has guaranteed payments from the third-party charterers to Energos and will begin to charter the vessels immediately should the third- party charter terminate.

As the Company has not recognized the sale of these vessels and proceeds received from the Vessel Financing Transaction are collateralized by the cash flows from these charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue;

estimated costs of operating the vessels is included in Vessel operating expenses over the terms of the third-party charters.

Cash flows from these third-party charters are included as part of debt service for the sale leaseback financing debt, and the Company will recognize additional financing costs within Interest expense, net.

The Company has not entered into a charter agreement to leaseback the Nanook .

The Nanook was previously accounted for as a finance lease;

see Note 8 for discussion of derecognition of the finance lease upon the sale of this financial asset.

A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan (defined below) and the termination of lessor VIE arrangements (discussed in Note 6 below).

Upon repayment, the Company recognized a loss on extinguishment of debt of $ 14,449 ;

see Notes 6 and 20 below for further detail.

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

Prior to termination, to effectuate a financing, 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 did not hold an equity investment in these lending entities, these entities are variable interest entities ("VIEs"), and the Company had 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 had concluded that it had the power to direct the economic activities that most impact the economic performance as it controlled the significant decisions relating to the assets and it had the obligation to absorb losses or the right to receive the residual returns from the leased asset.

Therefore, prior to termination, the Company consolidated these lending entities.

As NFE had no equity interest in these VIEs, all equity attributable to the VIEs was included in non-controlling interest in the consolidated financial statements.

Transactions between NFE's wholly-owned subsidiaries and the VIEs were eliminated in consolidation, including sale leaseback transactions.

The remaining three sale leaseback arrangements were terminated as part of the Vessel Financing Transaction in the third quarter of 2022, as discussed in Note 5.

As of September 30, 2022, the Company was no longer party to any lessor VIE’s.

Prior to the Vessel Financing Transaction, the most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statement of operations and comprehensive income (loss) was an addition to interest expense of $ 1,977 and $ 6,348 for the three and nine months ended September 30, 2022.

Upon termination of the sale leaseback financing arrangements in the third quarter of 2022, the Company recognized a loss on extinguishment of debt of $ 9,082 in the condensed consolidated statements of operations and comprehensive income (loss).

For the period subsequent to the completion of the Mergers in 2021, the most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statements of operations and comprehensive income (loss) was 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 $ 11,500 and $ 1,843 was recognized as an addition to interest expense incurred of $ 3,713 and $ 6,785 for the three and nine months ended September 30, 2021, 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 $ 8,337 and $ 21,061 for the nine months ended September 30, 2022 and 2021, respectively.

In the second quarter of 2022, one of the lessor VIEs declared a dividend of $ 4,000 , which was paid in the third quarter of 2022.

The declared dividend is recognized as a change to non-controlling interest in the condensed consolidated financial statements .

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 condensed consolidated financial statements as a result of future adoption.

Revenue recognition

Operating revenue includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos.

Included in operating revenue are LNG cargo sales of $ 350,550 and $ 944,751 for the three and nine months ended September 30, 2022 , respectively, and $ 32,605 for the three and nine months ended September 30, 2021.

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

Operating revenue in the condensed consolidated statements of operations and comprehensive income 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 for the three months ended March 31, 2023 are LNG cargo sales to customers of $ 349,361 , of which $ 169,500 was recognized for a cancellation fee received from a customer to cancel a future delivery.

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

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, 2022 and December 31, 2021, receivables related to revenue from contracts with customers totaled $ 433,449 and $ 192,533 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 854 and $ 164 , respectively.

The increase in receivables outstanding is due to invoices from LNG cargo sales outstanding as of September 30, 2022, and the significant portion of the receivables have been settled subsequent to September 30, 2022.

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.

As of March 31, 2023 and December 31, 2022, receivables related to revenue from contracts with customers totaled $ 196,256 and $ 280,382 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 748 and $ 884 , 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, receivables associated with reimbursable costs and the realized gain of a commodity swap of $ 146,112 .

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 liabilities associated with performance obligations that are expected to be satisfied during the next 12 months are classified within Other current liabilities on the condensed consolidated balance sheets;

when the performance obligation is expected to be satisfied in a

period after 12 months from the balance sheet date, the contract liabilities are classified within Other long-term 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, 2022 and December 31, 2021 are detailed below:

September 30, 2022 December 31, 2021

The contract liabilities and contract assets balances as of March 31, 2023 and December 31, 2022 are detailed below:

March 31, 2023 December 31, 2022

Contract assets, net - current $ 8,247 $ 8,083

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Amounts included in contract liabilities at the beginning of the year $ 6,809 $ 2,951

Contract assets are presented net of expected credit losses of $ 291 and $ 442 as of September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022 and December 31, 2021, contract assets was comprised of $ 38,500 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 September 30, 2022, the Company has capitalized $ 10,528 of which $ 604 of these costs is presented within Other current assets and $ 9,924 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.

Contract assets are presented net of expected credit losses of $ 376 and $ 401 as of March 31, 2023 and December 31, 2022, respectively.

As of March 31, 2023 and December 31, 2022, contract assets was comprised of $ 34,563 and $ 36,483 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time, and the reduction to contract assets in the first quarter of 2023 was primarily due to the invoicing of unbilled receivables.

Contract liabilities increased in the first quarter of 2023 due to upfront payments received under the Company's contracts in Puerto Rico to provide temporary power and to operate and maintain PREPA's power generation assets.

These payments will be recognized as revenue over the expected term of these contracts.

The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers.

These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected terms of the agreements.

As of March 31, 2023, the Company has capitalized $ 11,632 of which $ 2,010 of these costs is presented within Prepaid expenses and other current assets, net and $ 9,622 is presented within Other non-current assets, net on the condensed consolidated balance sheets.

As of December 31, 2022, the Company had capitalized $ 10,377 , of which $ 604 of these costs was presented within Prepaid expenses and other current assets, net and $ 9,773 was presented within Other non-current assets, net on the condensed consolidated balance sheets.

Transaction price allocated to remaining performance obligations

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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.

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Remainder of 2023

2024 1,183,908

Thereafter 7,943,959

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Lessor arrangements

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

Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within "Note 15.

Property, plant and equipment, net." Vessels included in the Vessel Financing Transaction, including those vessels chartered to customers, continue to be recognized on the condensed consolidated balance sheet, and as such, the carrying amount of these vessels that are leased to customers under operating leases is as follows:

September 30, 2022 December 31, 2021

Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within "Note 12 Property, plant and equipment, net." Vessels included in the Energos Formation Transaction (defined below), including those vessels chartered to third parties, continue to be recognized on the condensed consolidated balance sheet.

The carrying amount of these vessels that are leased to third parties under operating leases is as follows:

March 31, 2023 December 31, 2022

Property, plant and equipment $ 896,719 $ 1,292,957

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Property, plant and equipment, net $ 805,334 $ 1,212,724

The components of lease income from vessel operating leases for the three and nine months ended September 30, 2022 and September 30, 2021 are shown below.

As the Company has not recognized the sale of the vessels included in the Vessel Financing Transaction, the operating lease income below includes income of $ 43,416 from third-party charters of vessels included in the Vessel Financing Transaction which was recognized after the completion of the Vessel Financing Transaction.

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

The components of lease income from vessel operating leases for the three months ended March 31, 2023 and 2022 are shown below.

As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction, the operating lease income for the three months ended March 31, 2023 includes revenue of $ 76,524 from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended March 31,

Operating lease income $ 76,524 $ 80,222

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Total operating lease income $ 76,524 $ 90,786

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 the sale of the net investment in the finance lease of the Nanook as part of the Vessel Financing Transaction.

Proceeds of $ 593,000 were allocated to the sale of this financial asset, and upon derecognition of the finance lease, a loss of $ 14,598 was recognized as Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

Prior to the completion of the Vessel Financing Transaction, the Company recognized interest income of $ 5,517 and $ 28,643 for the three and nine months ended September 30, 2022, respectively, and $ 11,607 and $ 21,288 for the three and nine months ended September 30, 2021 related to the finance lease of the Nanook, which is included within Other revenue in the condensed consolidated statements of operations and comprehensive income (loss).

Prior to the completion of the Vessel Financing Transaction, the Company recognized revenue of $ 1,434 and $ 5,852 for the three and nine months ended September 30, 2022, respectively, and $ 1,491 and $ 2,656 for the three and nine months ended September 30, 2021 related to the operation and services agreement and variable charter revenue within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive income (loss).

As of December 31, 2021, there were outstanding balances due from CELSE of $ 6,428 of which $ 4,371 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.

Subsequent to the Vessel Financing Transaction, there is no outstanding balance due from CELSE.

Subsequent to the Vessel Financing Transaction, all cash receipts on vessel charters, including the finance lease of the Nanook , will be received by Energos.

As such, there are no future cash receipts from operating leases, and the future cash receipts from other finance leases are not significant as of September 30, 2022.

Prior to the completion of the Energos Formation Transaction, the Company's charter of the Nanook was accounted for as a finance lease, and the Company recognized interest income of $ 11,581 for the three months ended March 31, 2022 related to this finance lease.

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

The Company recognized the sale of the net investment in the finance lease of the Nanook as part of the Energos Formation Transaction.

Subsequent to the Energos Formation Transaction, all cash receipts on vessel charters, including the finance lease of the Nanook , will be received by Energos.

As such, there are no future cash receipts from operating leases, and the future cash receipts from other finance leases are not significant as of March 31, 2023.

Leases, as lessee

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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 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.

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 right-of-use asset;

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

1 unchanged sentence

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

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities consisted of the following:

March 31, 2023 December 31, 2022

Operating right-of-use-assets $ 407,553 $ 355,883

Finance right-of-use-assets (1)

70,204 21,994

Total right-of-use assets $ 477,757 $ 377,877

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Total non-current lease liabilities $ 349,621 $ 302,121

For the three and nine months ended September 30, 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 September 30, Nine Months Ended September 30,

2022 2021 2022 2021

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 3,923 and $ 2,134 as of March 31, 2023 and December 31, 2022 , respectively.

For the three months ended March 31, 2023 and 2022, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income was as follows:

Three Months Ended March 31,

Fixed lease cost $ 16,368 $ 18,500

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Lease cost - Selling, general and administrative 1,919 1,527

For the three months ended September 30, 2022 and 2021, the Company has capitalized $ 4,005 and $ 5,297 of lease costs, respectively, and for the nine months ended September 30, 2022 and 2021, the Company has capitalized $ 15,220 and $ 8,809 of lease costs.

Capitalized costs include of 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, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the condensed consolidated statements of operations and comprehensive income (loss) were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

For the three months ended March 31, 2023 and 2022, the Company has capitalized $ 4,256 and $ 8,242 of lease costs, respectively.

Capitalized costs include of vessels and port space used during the commissioning of development projects.

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

The Company has leases of turbines, ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease, and these leases are treated as finance leases.

For the three months ended March 31, 2023 and 2022, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the condensed consolidated statements of operations and comprehensive income were as follows:

Three Months Ended March 31,

Interest expense related to finance leases $ 468 $ 229

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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, 2022 and 2021:

Nine Months Ended September 30,

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2023 and 2022:

Three Months Ended March 31,

Operating cash outflows for operating lease liabilities $ 24,849 $ 27,122

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Right-of-use assets obtained in exchange for new finance lease liabilities 49,999 —

The future payments due under operating and finance leases as of September 30, 2022 are as follows:

The future payments due under operating and finance leases as of March 31, 2023 are as follows:

Operating Leases Financing Leases

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Non-current lease liability 313,822 35,799

As of September 30, 2022, the weighted average remaining lease term for operating leases was 8.5 years and finance leases was 4.5 years.

As of March 31, 2023, the weighted average remaining lease term for operating leases was 7.2 years and finance leases was 2.6 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, 2022 and December 31, 2021 was 8.5 % and 8.7 %, respectively.

The weighted average discount rate associated with finance leases as of both September 30, 2022 and December 31, 2021 was 5.1 %.

The weighted average discount rate associated with operating leases as of both March 31, 2023 and December 31, 2022 was 8.5 %.

The weighted average discount rate associated with finance leases as of March 31, 2023 was 8.3 % and as of December 31, 2022 was 5.1 %.

Financial instruments

Commodity risk management

The Company has utilized commodity swap transactions to manage exposure to changes in market pricing of natural gas or LNG.

Realized and unrealized gains and losses on these transactions have been recognized in Cost of sales in the condensed consolidated statements of operations and comprehensive income.

During the fourth quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for approximately 6.8 TBtus for a fixed price of $ 40.55 per MMBtu.

The swap settled during the first quarter of 2023 resulting in a gain of $ 41,315 recognized as a reduction to Cost of sales in the condensed consolidated statements of operations and comprehensive income.

The gain was comprised of a realized gain of $ 146,112 and the reversal of the unrealized gain of $ 104,797 recognized in the fourth quarter of 2022.

In January 2023, the Company entered into a commodity swap transaction.

Mark-to-market losses of $ 5,730 on this instrument have been recognized in Cost of sales in the condensed consolidated statements of operations and comprehensive income.

Interest rate and currency risk management

In connection with the Mergers, the Company acquired an interest rate swap that GMLP used to reduce the risk associated with fluctuations in interest rates by converting floating rate interest obligations to fixed rates, which from an economic perspective hedges the interest rate exposure.

During the second quarter of 2022, the Company entered into two foreign currency contingent, non-deliverable forwards to manage foreign currency impacts of the sale of its interest in CELSEPAR and CEBARRA;

see discussion of the Sergipe Sale (all defined below) in Note 13.

The forwards were designed to protect the Company's expected proceeds from currency translation loss.

The Company was party to an interest rate swap, and in the first quarter of 2023, the interest rate swap was terminated.

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

1 unchanged sentence

however, the Company does not anticipate non-performance by any counterparties.

The following table summarizes the terms of the interest rate swap and the foreign currency forward purchase as of September 30, 2022 :

Instrument Notional Amount

(in thousands) Maturity Dates Fixed

Interest Rate Forward Foreign

Exchange Rate

Interest rate swap:

Receiving floating, pay fixed $ 331,500 March 2026 2.86 % N/A

Foreign currency forward purchase R$ 2,700,000

February 2023 N/A Based on settlement date

During the third quarter of 2022, in conjunction with the repayment of the Debenture Loan (defined below), the Company settled a cross-currency interest rate swap utilized to economically hedge against interest rate and foreign currency variability associated with this financing.

The mark-to-market gain or loss on the interest rate swap and other derivative instruments that are not intended to mitigate commodity risk are reported in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

Commodity risk management

During the third quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for a portion of January 2023 deliveries (approximately 1.5 TBtus) for a fixed price of $ 61.87 per MMBtu.

The swap will settle in January 2023, and mark-to-market gains on this instrument have been recognized as a reduction to Cost of sales in the amount of $ 7,906 .

The mark-to-market gain or loss on the interest rate swap and other derivative instruments that are not intended to mitigate commodity risk are reported in Other expense (income), net in the condensed consolidated statements of operations and comprehensive income.

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.

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

The Company uses the market approach when valuing investment in equity securities which is recorded in Other non-current assets on the condensed consolidated balances sheets as of September 30, 2022.

The Company uses the market approach when valuing investment in equity securities which is recorded in Other non-current assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

The Company uses the income approach when valuing the following financial instruments:

◦ Interest rate swap has been recorded within Other non-current assets, net on the condensed consolidated balance sheets as of September 30, 2022.

◦ The assets associated with the foreign currency forward purchase and the commodity swap are recorded within Prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2022.

◦ Contingent consideration derivative liability – consideration due to the sellers in asset acquisitions when certain contingent events occur.

The liability associated with these derivative liabilities is recorded within Other current liabilities and Other long-term liabilities on the condensed consolidated balance sheets as of September 30, 2022.

The fair value of certain derivative instruments, including the interest rate swap and foreign currency forwards is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties.

The Company estimates fair value of the contingent consideration derivative liabilities and the 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 events occurring.

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of September 30, 2022 and December 31, 2021:

◦ Interest rate swap - The Company did not have any interest rate swaps outstanding as of March 31, 2023.

As of December 31, 2022, the Company had an interest rate swap that was recorded within Other non-current assets, net on the condensed consolidated balance sheets.

◦ The liability and asset associated with commodity swaps are recorded within Other current liabilities and Prepaid expenses and other current assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

◦ Contingent consideration derivative liability represents consideration due to the sellers in asset acquisitions when certain contingent events occur.

The fair value of derivative instruments, including commodity swaps is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties.

The Company estimates fair value of the contingent consideration derivative liabilities 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 events occurring.

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of March 31, 2023 and December 31, 2022:

Level 1 Level 2 Level 3 Total

September 30, 2022

March 31, 2023

Investment in equity securities $ 12,653 $ — $ 7,678 $ 20,331

Interest rate swap — 12,293 — 12,293

Foreign currency forward purchase — — 20,394 20,394

Commodity swap $ — $ 5,730 $ — $ 5,730

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Investment in equity securities $ 10,128 $ — $ 7,678 $ 17,806

Contingent consideration derivative liabilities $ — $ — $ 48,849 $ 48,849

Cross-currency interest rate swap — 2,167 — 2,167

Interest rate swap — 11,650 — 11,650

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 30, 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, including the contingent consideration derivative liabilities and foreign currency forward purchase.

These adjustments have been recorded within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) $ 177 $ 155 $ 1,161 $ ( 558 )

Foreign currency forward purchase - (gain) ( 2,923 ) — ( 20,394 ) —

During the nine months ended September 30, 2022 and 2021, the Company had no settlements of other financial instruments or any transfers in or out of Level 3 in the fair value hierarchy other than the settlement of the cross-currency interest rate swap.

Under the Company’s interest rate swap, the Company is required to provide cash collateral, and as of September 30, 2022 and December 31, 2021, $ 2,500 and $ 12,500 , respectively, of cash collateral is presented as restricted cash on the condensed consolidated balance sheets.

The interest rate swap has a credit arrangement which requires the Company to provide cash collateral when the market value of the instrument falls below a specified threshold, up to $ 12,500 .

Commodity swap — 104,797 — 104,797

Contingent consideration derivative liabilities $ — $ — $ 46,619 $ 46,619

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2023 and December 31, 2022 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, including the contingent consideration derivative liabilities.

These adjustments have been recorded within Other expense (income), net in the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2023 and 2022:

Three Months Ended March 31,

Contingent consideration derivative liabilities - Fair value adjustment - gain $ ( 3,013 ) $ ( 446 )

During the three months ended March 31, 2023 and 2022, the Company had no settlements of other financial instruments or any transfers in or out of Level 3 in the fair value hierarchy.

Restricted cash

As of September 30, 2022 and December 31, 2021, restricted cash consisted of the following:

September 30, 2022 December 31, 2021

Cash held by lessor VIEs $ — $ 35,651

As of March 31, 2023 and December 31, 2022, restricted cash consisted of the following:

March 31, 2023 December 31, 2022

Cash restricted under the terms of loan agreements $ 85,819 $ 124,085

Collateral for letters of credit and performance bonds 239,479 41,392

Collateral for interest rate swaps — 2,500

Other restricted cash — 756

Total restricted cash $ 325,298 $ 167,977

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Non-current restricted cash — 2,581

As of September 30, 2022 and December 31, 2021, inventory consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023, the balance presented as collateral for letters of credit and performance bonds increased as the Company has posted cash collateral of $ 203,000 to support a letter of credit which will be utilized to facilitate the purchase of turbines that is expected to be completed in the second quarter of 2023.

A portion of these turbines will be utilized to support the Company's contract to generate temporary power in Puerto Rico.

Uses of cash proceeds under the Barcarena Term Loan (see Note 17) are restricted to certain payments to construct the Barcarena Power Plant.

Non-current restricted cash is presented in Other non-current assets, net on the condensed consolidated balance sheets.

As of March 31, 2023 and December 31, 2022, inventory consisted of the following:

March 31, 2023 December 31, 2022

LNG and natural gas inventory $ 50,038 $ 15,398

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 income (loss).

No adjustments were recorded during the nine months ended September 30, 2022 and 2021.

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

No adjustments were recorded during the three months ended March 31, 2023 and 2022.

Prepaid expenses and other current assets

As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022, prepaid expenses and other current assets consisted of the following:

March 31, 2023 December 31, 2022

Prepaid expenses $ 24,701 $ 56,380

Recoverable taxes 47,989 37,504

Derivative assets 28,300 —

Commodity swap — 104,797

Due from affiliates 890 698

1 unchanged sentence

Total prepaid expenses and other current assets, net $ 102,251 $ 226,883

Prepaid expenses includes $ 37,115 of prepaid LNG inventory as of September 30, 2022;

the Company did no t have any prepaid LNG inventory as of December 31, 2021.

Other current assets as of September 30, 2022 and December 31, 2021 primarily consists of deposits, as well as the current portion of contract assets (Note 7).

Prepaid expenses included $ 4,821 and $ 34,882 of prepaid LNG inventory as of March 31, 2023 and December 31, 2022, respectively.

Other current assets as of March 31, 2023 and December 31, 2022 primarily consists of deposits, as well as the current portion of contract assets (Note 4).

Equity method investments

As a result of the Mergers, the Company acquired investments in Centrais Elétricas de Sergipe Participações S.A.

(“CELSEPAR”) and Hilli LLC, both of which have been recognized as equity method investments.

The Company has a 50 % ownership interest in both entities.

As part of the Vessel Financing Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method.

The Company has a 20 % ownership interest in Energos.

The investment in CELSEPAR is reflected in the Terminals and Infrastructure segment;

the investments in Hilli LLC and Energos are reflected in the Ships segments.

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

September 30, 2022

March 31, 2023

Equity method investments as of December 31, 2022

Capital contributions 133,314

Dividends ( 5,830 )

Equity in earnings of investees 9,980

Other-than-temporary impairment ( 369,207 )

Foreign currency translation adjustment 78,644

Equity method investments as of September 30, 2022

Capital contributions primarily consisted of $ 129,517 of contribution of assets to Energos in conjunction with the Vessel Financing Transaction.

The carrying amount of equity method investments as of September 30, 2022 is as follows:

September 30, 2022

Sale of equity method investments ( 260,156 )

Equity method investments as of March 31, 2023

The carrying amounts of the Company's equity method investments as of March 31, 2023 and December 31, 2022 are:

March 31, 2023 December 31, 2022

Hilli LLC $ — $ 260,000

CELSEPAR 500,076

Energos 136,300 132,306

Total $ 136,300 $ 392,306

As of September 30, 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 $ 525,209 and $ 792,995 , respectively, 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.

As of September 30, 2022, CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda.

(“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this 50 % investment using the equity method.

CELSEPAR owns 100 % of the share capital of Centrais Elétricas de Sergipe S.A.

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

On May 31, 2022, LNG Power Limited (“LNG Power”), an indirect subsidiary of NFE and direct owner of the CELSEPAR investment, and certain Ebrasil sellers as owners of CELSEPAR (together with LNG Power, the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A.

-- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A.

("CEBARRA"), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$ 6.10 billion in cash (approximately $ 1.10 billion using the exchange rate as of September 30, 2022) (the “Sergipe Sale”).

The purchase price payable by Eneva accrued interest at a rate of CDI + 1 % from December 31, 2021 until the date of the closing and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale.

The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$ 6.80 billion (approximately $ 1.30 billion using the exchange rate as of September 30, 2022), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing.

LNG Power also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $ 20,394 , recognized in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

As a result of the announcement of the Sergipe Sale, the Company has recognized an other than temporary impairment ("OTTI") of the investment in CELSEPAR totaling $ 23,760 for the three months ended September 30, 2022 and $ 369,207 for the nine months ended September 30, 2022, and this loss was recognized in loss (income) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss).

Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI.

The Company acquired 50 % of the common units of Hilli LLC (“Hilli Common Units”) as part of the GMLP Merger.

Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli .

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

and Société Nationale des Hydrocarbures.

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 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.

The Hilli Common Units provide the Company with significant influence over Hilli LLC and the investment in Hilli Common Units has been recognized as an equity method investment.

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 September 30, 2022, distributions made by Hilli LLC included $ 2.0 million of operating expense reimbursements.

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 post construction 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 %.

As of September 30, 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 and the outstanding portion of the Hilli Leaseback which have been guaranteed by the Company.

The Company acquired a 20 % equity interest in Energos as part of the Vessel Financing Transaction in the third quarter of 2022.

The Company's equity investment provides certain rights, including a board seat, that give the Company significant influence over the operations of Energos, and as such, the investment has been accounted for under the equity method.

As of March 31, 2023, the carrying value of the Company’s equity method investments was less than its proportionate share of the underlying net assets of its investees by $ 1,548 .

At December 31, 2022, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $ 16,976 , and the basis difference attributable to amortizable net assets is amortized to Income from equity method investments in the condensed consolidated statements of operations and comprehensive income over the remaining estimated useful lives of the underlying assets.

On March 15, 2023, the Company completed a transaction with Golar LNG Limited for the sale of the Company's investment in the common units of Hilli LLC in exchange for approximately 4.1 million NFE shares and $ 100,000 in cash (the "Hilli Exchange").

In the fourth quarter of 2022, the Company recognized an other-than-temporary impairment on the investment in Hilli LLC of $ 118,558 ;

this impairment was recognized in Loss from equity method investments in the consolidated statements of operations and comprehensive income.

Upon completion of the Hilli Exchange, a loss on disposal of $ 37,401 was recognized in Other expense (income), net in the condensed consolidated statements of operations and comprehensive income.

As a result of the Hilli Exchange, the Company no longer has an ownership interest in the Hilli .

NFE shares received from GLNG were cancelled upon closing of the Hilli Exchange.

The Company had guaranteed 50 % of the outstanding principal and interest amounts payable by Hilli Corp., a direct subsidiary of Hilli LLC.

The Company had also guaranteed letters of credit issued by a financial institution in the event of Hilli Corp.’s underperformance or non-performance under the liquefaction tolling agreement with its customer.

In conjunction with the Hilli Exchange, the Company is no longer a guarantor under these arrangements, and the remaining guarantee liability of $ 2,286 was derecognized as a reduction to Selling, general and administrative in the condensed consolidated statements of operations in the three months ended March 31, 2023.

On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd.

("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $ 1.85 billion.

As a result of the Energos Formation Transaction, the Company owns an approximately 20 % equity interest in Energos, with the remaining interest owned by the Purchaser.

The Company's equity investment provides certain rights, including representation on the board of directors, which give the Company significant influence over the operations of Energos, and as such, the investment has been accounted for under the equity method;

this investment is included within the Ships segment.

Energos is also an affiliate, and all transactions with Energos are transactions with an affiliate.

Due to the timing and availability of financial information of Energos, the Company recognizes its proportional share of the income or loss from the equity method investment on a financial reporting lag of one fiscal quarter.

Accordingly, no income or loss has been presented in the financial statements for the three months ended September 30, 2022.

For the three months ended March 31, 2023, the Company has recognized earnings from Energos of $ 3,994 .

Construction in progress

The Company’s construction in progress activity during the nine months ended September 30, 2022 is detailed below:

September 30, 2022

Balance at beginning of period $ 1,043,883

The Company’s construction in progress activity during the three months ended March 31, 2023 is detailed below:

March 31, 2023

Construction in progress as of December 31, 2022

Additions 931,823

Asset impairment expense ( 48,109 )

Impact of currency translation adjustment 8,387

Transferred to property, plant and equipment, net ( 1,384 )

Balance at end of period $ 1,835,289

Interest expense of $ 56,778 and $ 18,924 , inclusive of amortized debt issuance costs and non-cash interest and financing costs associated with the Vessel Financing Transaction, was capitalized for the nine months ended September 30, 2022 and 2021, respectively.

The Company has significant development activities in Latin America and for the Company's Fast LNG floating liquefaction solution, and the completion of such developments are subject to risks related to successful completion, including those related to government approvals, site identification, financing, construction permitting and contract compliance.

The assets of CEBARRA primarily consist of construction in progress, and in conjunction with the Sergipe Sale, the assets of CEBARRA met the criteria to be presented as held for sale.

These assets were measured at fair value, less costs to sell, upon classification to held for sale in the second quarter of 2022, and the Company recognized an impairment loss of $ 48,109 in Asset impairment expense in the condensed consolidated statements of operations and comprehensive income (loss) in the Terminals and Infrastructure Segment.

The fair value of assets that are held for sale are not significant and have not been presented separately as held for sale on the condensed consolidated balance sheets.

Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the asset impairment.

As of September 30, 2022, no other indicators of impairment have been identified.

Construction in progress as of March 31, 2023 $ 3,357,434

Interest expense of $ 50,976 and $ 13,137 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2023 and 2022, respectively.

The Company has significant development activities in Latin America as well as the development of the Company's Fast LNG floating liquefaction solution, and the completion of such developments are subject to risks of successful completion, including those related to government approvals, site identification, financing, construction permitting and contract compliance.

The Company's development activities for the three months ended March 31, 2023 were primarily focused on Fast LNG;

additions to construction in progress in the first quarter of 2023 of $ 767,607 were to develop Fast LNG projects.

Property, plant and equipment, net

As of September 30, 2022 and December 31, 2021, the Company’s property, plant and equipment, net consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022, the Company’s property, plant and equipment, net consisted of the following:

March 31, 2023 December 31, 2022

Vessels $ 1,518,839 $ 1,518,839

9 unchanged sentences

Total property, plant and equipment, net $ 2,094,417 $ 2,116,727

The book value of the vessels that are recognized due to the failed sale leaseback in the Vessel Financing Transaction is $ 1,341,976 .

Depreciation expense for the three months ended September 30, 2022 and 2021 totaled $ 26,326 and $ 23,929 , respectively, of which $ 222 and $ 322 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss).

Depreciation expense for the nine months ended September 30, 2022 and 2021 totaled $ 78,393 and $ 55,070 , respectively, of which $ 749 and $ 898 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss).

The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of March 31, 2023 and December 31, 2022 was $ 1,315,661 and $ 1,328,553 , respectively.

Depreciation expense for the three months ended March 31, 2023 and 2022 totaled $ 26,000 and $ 26,109 , respectively, of which $ 231 and $ 563 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income.

Goodwill and intangible assets

The following table summarizes the changes in the carrying amount of goodwill as of September 30, 2022 and December 31, 2021, all of which was included within the Terminals and Infrastructure segment.

Balance as of December 31, 2021

Adjustment 18,353

Balance as of September 30, 2022

The carrying amount of goodwill was $ 776,760 as of both March 31, 2023 and December 31, 2022 .

Intangible assets

The following table summarizes the composition of intangible assets as of September 30, 2022 and December 31, 2021:

September 30, 2022

The following tables summarize the composition of intangible assets as of March 31, 2023 and December 31, 2022:

March 31, 2023

Gross Carrying

19 unchanged sentences

Permits and development rights 48,217 ( 4,115 ) ( 2,239 ) 41,863 38

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

Easements 1,556 ( 294 ) — 1,262 30

2 unchanged sentences

Total intangible assets $ 157,464 $ ( 69,245 ) $ ( 2,322 ) $ 85,897

Amortization expense for the three months ended September 30, 2022 and 2021 was $ 9,287 and $ 7,334 , respectively.

Amortization expense for the nine months ended September 30, 2022 and 2021 was $ 27,589 and $ 13,550 , respectively.

Amortization expense is inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers.

Intangible assets associated with the acquired power purchase agreements have been classified as held for sale as of September 30, 2022;

Amortization expense for the three months ended March 31, 2023 and 2022 was $ 6,796 and $ 8,343 , respectively.

Amortization expense for the three months ended March 31, 2022 is inclusive of reductions in expense for the amortization of unfavorable contract liabilities.

Intangible assets associated with the acquired power purchase agreements have been classified as held for sale as of March 31, 2023 and December 31, 2022;

no impairment loss was recognized upon classification as held for sale (See Note 14).

Other non-current assets

As of September 30, 2022 and December 31, 2021, other non-current assets consisted of the following:

September 30, 2022 December 31, 2021

Other non-current assets, net

As of March 31, 2023 and December 31, 2022, Other non-current assets consisted of the following:

March 31, 2023 December 31, 2022

Assets held for sale $ 45,652 $ 40,685

5 unchanged sentences

Upfront payments to customers 9,010 9,158

Other non-current assets 29,674 22,663

Other 27,402 35,606

Total other non-current assets, net $ 138,555 $ 141,679

The Company recognized an unrealized loss of $ 1,629 and unrealized gain of $ 7,176 on its investments in equity securities for the three months ended September 30, 2022 and 2021, respectively, within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

The Company recognized an unrealized loss of $ 2,720 and unrealized gain of $ 7,264 on its investments in equity securities for the nine months ended September 30, 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 September 30, 2022 and December 31, 2021.

The Company recognized unrealized gains / (losses) on its investments in equity securities of $ 2,525 and $( 192 ) for the three months ended March 31, 2023 and 2022, respectively, within Other expense (income), net in the condensed consolidated statements of operations and comprehensive income.

Investments in equity securities include investments without a readily determinable fair value of $ 7,678 as of March 31, 2023 and December 31, 2022.

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 non-current assets includes deferred financing costs related to the Revolving Facility.

Assets held for sale

In the third quarter of 2022, NFE Brazil Holdings LLC ("Brazil Holdings"), a consolidated indirect subsidiary of NFE and indirect owner of Pecém and Muricy, and Centrais Elétricas de Pernambuco S.A.

In the third quarter of 2022, NFE Brazil Holdings LLC ("Brazil Holdings"), a consolidated indirect subsidiary of NFE and indirect owner of Pecém Energia S.A.

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

(“Muricy”), and Centrais Elétricas de Pernambuco S.A.

– EPESA (“EPESA”), entered into a Share Purchase Agreement pursuant to which Brazil Holdings agreed to sell 100 % of the shares of Pecém and Muricy to EPESA, following an internal reorganization.

The sale price includes cash consideration of BRL 58 million, adjusted based on inflation, satisfaction of milestones, certain reimbursements of liabilities and the rights to receivables upon certain circumstances.

The sale price includes cash consideration of BRL 59 million (approximately $ 12 million using the exchange rate as of March 31, 2023), as well as additional consideration for the satisfaction of certain milestones.

Consideration under this agreement also includes potential future earnout payments based on the revenue generated from the PPAs by EPESA.

The sale of Pecém and Muricy is subject to regulatory approval as well as the customary terms and conditions and conditions precedent prior to closing.

All assets and liabilities of Pecém and Muricy were classified as held for sale as of September 30, 2022;

no impairment loss was recognized upon classification as held for sale.

The assets and liabilities held for sale have not been classified as a separate financial statement line item on the condensed consolidated balance sheets and have been presented as other non-current assets and other long-term liabilities, respectively.

Assets held for sale include a cash balance of $ 12,891 , which has been included in the ending cash and cash equivalents on the condensed consolidated statement of cash flows.

All assets and liabilities of Pecém and Muricy were classified as held for sale as of March 31, 2023 and December 31, 2022 .

The estimated fair value of these entities based on the consideration in the agreement was in excess of the carrying value, and no impairment loss was recognized upon classification as held for sale.

The assets and liabilities held for sale have not been classified as a separate financial statement line item on the condensed consolidated balance sheets and are presented as Other non-current assets and Other long-term liabilities.

Liabilities held for sale of $ 24,151 and $ 23,543 are presented as other long-term liabilities as of March 31, 2023 and December 31, 2022, respectively .

Assets held for sale include a cash balance of $ 13,966 and $ 11,614 as of March 31, 2023 and December 31, 2022, respectively , which have been included in the ending cash and cash equivalents on the condensed consolidated statement of cash flows.

Accrued liabilities

As of September 30, 2022 and December 31, 2021, accrued liabilities consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022, accrued liabilities consisted of the following:

March 31, 2023 December 31, 2022

Accrued development costs $ 507,503 $ 364,157

Accrued vessel operating and drydocking expenses — 12,767

Accrued interest 12,106 51,994

Accrued bonuses 12,063 37,739

Accrued dividend — 626,310

Other accrued expenses 71,256 82,212

Total accrued liabilities $ 602,928 $ 1,162,412

As of September 30, 2022, the balance presented as other accrued expenses includes accruals of $ 35,595 for inventory purchases completed in the third quarter of 2022.

As of March 31, 2023 and December 31, 2022, the balance presented as other accrued expenses includes accruals of $ 11,304 and $ 45,511 , respectively, for inventory purchases completed prior to the end of the period.

Other current liabilities

As of September 30, 2022 and December 31, 2021 , other current liabilities consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022 , other current liabilities consisted of the following:

March 31, 2023 December 31, 2022

Derivative liabilities $ 23,925 $ 19,458

Deferred revenue 16,666 28,662

Contract liabilities (Note 4) 36,020 12,748

Income tax payable 26,592 6,261

2 unchanged sentences

Total other current liabilities $ 99,275 $ 52,878

As of September 30, 2022 and December 31, 2021, debt consisted of the following:

September 30, 2022 December 31, 2021

As of March 31, 2023 and December 31, 2022, debt consisted of the following:

March 31, 2023 December 31, 2022

Senior Secured Notes, due September 2025

2 unchanged sentences

1,482,722 1,481,639

Obligations under Vessel Financing Transaction, due August 2042

Vessel Term Loan Facility, due September 2024

Debenture Loan, due September 2024

Vessel Financing Obligation, due August 2042

1,388,535 1,406,091

South Power 2029 Bonds, due May 2029

1 unchanged sentence

Barcarena Term Loan, due February 2024

197,036 194,427

Revolving Facility 700,000 —

Subtotal (excluding lessor VIE loans) $ 4,455,287 $ 3,465,184

CCBFL VIE loan:

Golar Nanook SPV facility, due September 2030 — 186,638

COSCO VIE loan:

Golar Penguin SPV facility, due December 2025 — 90,035

AVIC VIE loan:

Golar Celsius SPV facility, due September 2023/May 2027 — 113,273

Total debt $ 5,228,580 $ 4,541,685

2 unchanged sentences

Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets.

The fair value of the Company's long-term debt is $ 4,312,857 and $ 3,910,425 as of September 30, 2022 and December 31, 2021, respectively, and is classified as Level 2 within the fair value hierarchy.

Our outstanding debt as of September 30, 2022 is repayable as follows:

September 30, 2022

Due remainder of 2022 $ 16,597

2025 1,297,487

2026 1,560,897

Thereafter 1,394,461

Total debt $ 4,497,697

deferred finance charges ( 42,410 )

Total debt, net deferred finance charges $ 4,455,287

The Company's future payments for obligations under the Vessel Financing Transaction include the expected carrying value of vessels that will be derecognized at the end of the lease term.

The future payments also include third-party charter payments that will be received by Energos and included as part of debt service.

The terms of the Company's debt instruments have been described in the Annual Report.

The fair value of the Company's long-term debt is $ 5,086,118 and $ 4,327,311 as of March 31, 2023 and December 31, 2022, respectively, and is classified as Level 2 within the fair value hierarchy.

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

Significant changes to the Company's outstanding debt are described below.

Obligation under Vessel Financing Transaction

In connection with the Vessel Financing Transaction (see discussion in Note 5), the Company entered into long-term time charter agreements for certain vessels.

Vessels chartered to the Company at the time of closing were classified as finance leases.

Additionally, the Company's charter of other certain vessels will commence only upon the expiration of the vessel's existing third-party charters.

These forward starting charters prevented the recognition of a sale of the vessels to Energos.

As such, the Company accounted for the Vessel Financing Transaction as a failed sale-leaseback and has recorded a financing obligation for consideration received from the Purchaser.

The Company continues to be the owner for accounting purposes of vessels included Vessel Financing Transaction (except the Nanook ), and as such, the Company will recognize revenue and operating expenses related to vessels under charter to third parties.

Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation;

the effective interest rate on this financing obligation of approximately 16 % reflects the cash flows that Energos receives from these third-party charters .

The lease terms for the charter agreements were for periods of up to 20 years.

In connection with closing the Vessel Financing Transaction, the Company incurred $ 10,010 in origination, structuring and other fees, of which $ 3,006 was allocated to the sale of the Nanook and recognized as Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss).

Financing costs of $ 7,004 were allocated and deferred as a reduction of the principal balance of the financing obligation on the condensed consolidated balance sheets.

Vessel Term Loan Facility

On August 3, 2022, the Company exercised the accordion feature under the Vessel Term Loan Facility, drawing $ 115,000 , increasing the total principal outstanding to $ 498,929 .

Net proceeds of $ 113,850 were received, and origination and other fees of $ 1,150 were deferred as a reduction to the balance of the Vessel Term Loan Facility.

As part of the Vessel Financing Transaction, all amounts outstanding under the Vessel Term Loan Facility, including this additional principal draw, were repaid.

Unamortized deferred financing costs of $ 5,367 were recognized as Loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income (loss).

Debenture Loan

As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures due September 2024 (the “Debenture Loan”).

As of June 30, 2022, BRL 197.1 million ($ 37.9 million) was outstanding.

In the third quarter of 2022, the Company repaid the Debenture Loan;

unamortized adjustments to the fair value of the Debenture Loan recognized as a

result of the Mergers of $ 548 was recognized as Loss on extinguishment of debt, net in the condensed consolidated statement of operations and comprehensive income (loss).

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.

During the nine months ended September 30, 2022 , the Company issued $ 121,824 , of South Power 2029 Bonds for a total amount outstanding of $ 221,824 as of September 30, 2022 .

The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50 % and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029.

Interest payments on outstanding principal balances are due quarterly.

South Power is required to comply with certain financial covenants as well as customary affirmative and negative covenants.

The South Power 2029 Bonds also provide for customary events of default, prepayment and cure provisions.

The Company is in compliance with all covenants as of September 30, 2022.

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 September 30, 2022 and December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $ 5,844 and $ 3,180 , respectively.

Barcarena Term Loan

In the third quarter of 2022, certain of the Company's indirect subsidiaries entered into a financing agreement to borrow up to $ 200,000 due upon maturity in February 2024 (the “Barcarena Term Loan”);

proceeds will be utilized to fund construction of the Barcarena Power Plant.

The initial principal balance funded was $ 100,238 .

Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to Secured Overnight Financing Rate ("SOFR") plus 4.70 %.

Additionally, undrawn balances incur a commitment fee of 1.9 %.

No prepayment premiums are due for principal repayment made after April 2023;

principal repayments prior to this date incur fees based on a declining schedule.

The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and New Fortress Energy Inc.

has provided a parent company guarantee.

The Company is required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions.

The Company was in compliance with all covenants as of September 30, 2022.

The Company incurred $ 3,334 of structuring and other fees, and such fees have been deferred as a reduction to the principal balance of the Barcarena Term Loan.

Revolving Facility

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 and May 2022, the Revolving Facility was amended to increase the borrowing capacity by $ 115,000 and $ 125,000 , respectively, for a total capacity under the Revolving Facility of $ 440,000 .

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 bear interest at a rate equal to SOFR plus 0.15 % 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 SOFR plus 0.15 % 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 % SOFR floor.

The borrowings under the Revolving Facility bear interest at a Secured Overnight Financing Rate ("SOFR") based rate plus a margin based upon usage of the Revolving Facility.

The Revolving Facility matures in 2025, with the potential for the Company to extend the maturity date once in a one-year increment.

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 certain of the Company's subsidiaries.

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

In 2022, the Revolving Facility was amended twice to increase the borrowing capacity by a total of $ 240,000 , and in February 2023, the Company entered into an amendment which increased the borrowing capacity by $ 301,700 , for a total capacity of $ 741,700 .

The amendments did not impact the interest rate or term of the Revolving Facility, and no deferred costs were written off.

During the first quarter of 2023, the Company drew $ 700,000 from the Revolving Facility, which is outstanding as of March 31, 2023.

The Company incurred $ 5,398 in origination, structuring and other fees, associated with entry into the Revolving Facility, which includes additional fees to expand the facility in 2022.

During the first quarter of 2023, the Company incurred an additional $ 4,965 in fees in relation to the 2023 amendment.

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

As of September 30, 2022 and December 31, 2021 , total remaining unamortized deferred financing costs for the Revolving Facility was $ 4,673 and $ 3,807 , respectively.

The Company is 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 September 30, 2022.

As part of the Vessel Financing Transaction, the Company exercised its option to repurchase the Penguin, Celsius, and Nanook vessels for a total payment of $ 380,176 .

After exercising the repurchase options, the Company no longer had a controlling financial interest in these VIEs and deconsolidated the VIEs.

The Company has recognized a loss of $ 9,082 from exiting this financing arrangements in Loss on extinguishment of debt, net in the condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2023 and December 31, 2022 , total remaining unamortized deferred financing costs for the Revolving Facility was $ 9,560 and $ 5,172 , respectively.

The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries.

The Company was in compliance with all covenants as of March 31, 2023.

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, 2022 and 2021 consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Interest expense, net of amounts capitalized, recognized for the three months ended March 31, 2023 and 2022 consisted of the following:

Three Months Ended March 31,

Interest per contractual rates $ 64,259 $ 55,349

Interest expense on Vessel Financing Obligation 54,330 —

Amortization of debt issuance costs, premiums and discounts 3,592 2,475

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Total interest expense $ 71,673 $ 44,916

The effective tax rate for the three months ended September 30, 2022 was 15.1 %, compared to ( 24.8 )% for the three months ended September 30, 2021.

The total tax provision for the three months ended September 30, 2022 was $ 9,971 compared to a provision of $ 3,526 for the three months ended September 30, 2021.

The effective tax rate for the nine months ended September 30, 2022 was 1,737.1 %, compared to ( 13.6 )% for the nine months ended September 30, 2021.

The total tax benefit for the nine months ended September 30, 2022 was $ 126,249 , compared to a provision of $ 7,058 for the nine months ended September 30, 2021.

The calculation of the effective tax rate for the period after the Mergers includes income from equity method investments.

The change to the effective tax rate for the three months ended September 30, 2022 resulted principally from excess tax benefits from stock compensation.

For the three months ended September 30, 2022, the Company reflected windfall on stock compensation of $ 19,445 .

The change to the effective tax rate for the nine months ended September 30, 2022 resulted principally from the windfall on stock compensation, the remeasurement of the deferred income tax liability in conjunction with an internal reorganization and tax benefit associated with the OTTI of the investment in CELSEPAR.

For the nine months ended September 30, 2022, the Company reflected excess tax benefits from stock compensation of $ 24,381 .

In the first quarter of 2022, the Company’s equity method investment in CELSEPAR was distributed to 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 of $ 76,460 .

Additionally, in the second and third quarters of 2022, the Company recognized additional discrete benefits of $ 122,440 , primarily due to OTTI, asset impairment expense and the impacts of changes in foreign currency exchange rates.

This increase in tax benefit for the nine months ended September 30, 2022 was partially offset by an increase in pretax income for certain profitable operations, including GMLP and Hygo.

The Company is treating the Vessel Financing Transaction as a sale and contribution to Energos of the vessels and related entities for tax purposes.

The Company has recorded deferred tax assets and liabilities on the debt and vessels, respectively, and deferred gain on the appreciated vessels that were contributed to Energos, which is fully offset with a valuation allowance in the United States.

As a result of the Vessel Financing Transaction, all income tax payables, deferred tax assets and liabilities, and uncertain tax positions associated with the vessels and entities were derecognized from the Company’s balance sheet.

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 was included in Other long-term liabilities on the condensed consolidated balance sheets.

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.

Due to the Vessel Financing Transaction, such uncertain tax liabilities are no longer recognized on the Company’s condensed consolidated balance sheet.

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 49,903 related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended March 31, 2023 was 16.0 % compared to ( 25.9 )% for the three months ended March 31, 2022 .

The total tax provision for the three months ended March 31, 2023 was $ 28,960 compared to a

benefit of $ 49,681 for the three months ended March 31, 2022 .

Our prior year benefit and effective tax rate was primarily driven by significant discrete items, including the remeasurement of a deferred tax liability in conjunction with an internal reorganization.

The Company has not recognized any significant discrete items in the first quarter of 2023.

Commitments and contingencies

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Earnings per share

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Net income (loss) $ 56,231 $ ( 17,769 ) $ 118,981 $ ( 59,012 )

Three Months Ended March 31,

Net income $ 151,566 $ 241,181

Net loss attributable to non-controlling interests ( 1,360 ) ( 2,912 )

Net income (loss) attributable to Class A common stock $ 61,848 $ ( 9,806 ) $ 130,352 $ ( 53,753 )

Net income attributable to Class A common stock $ 150,206 $ 238,269

Weighted-average shares - basic 208,707,385 209,928,070

Net income (loss) per share - basic $ 0.30 $ ( 0.05 ) $ 0.62 $ ( 0.27 )

Net income per share - basic $ 0.72 $ 1.14

Weighted-average shares - diluted 209,325,619 210,082,295

Net income (loss) per share - diluted $ 0.29 $ ( 0.05 ) $ 0.62 $ ( 0.27 )

Net income per share - diluted $ 0.71 $ 1.13

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

September 30, 2022 September 30, 2021

Unvested RSUs — 679,909

Shannon Equity Agreement shares 422,680 684,962

March 31, 2023 March 31, 2022

Equity Agreement shares (1)

Total — 472,084

The Company paid dividends of $ 62,092 and $ 59,013 during the nine months ended September 30, 2022 and 2021, respectively, representing $ 0.10 per Class A share.

During the nine months ended September 30, 2022 and 2021, subsequent to the Mergers, the Company paid dividends of $ 9,057 and $ 6,038 , respectively to holders of GMLP’s 8.75 % Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”).

As these equity interests have been issued by the Company’s consolidated subsidiary, the value of the Series A Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements .

(1) Represents Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition.

In connection with the dividend policy update in the fourth quarter of 2022, the Board declared a dividend of $ 626,310 representing $ 3.00 per Class A share, which was paid in January 2023.

The Company also declared and paid dividends of $ 20,467 and $ 20,754 during the three months ended March 31, 2023 and 2022 , respectively, representing $ 0.10 per Class A share.

During each of the three months ended March 31, 2023 and 2022 , the Company paid dividends of $ 3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75 % Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”).

As these equity interests have been issued by one of the Company’s consolidated subsidiaries, the value of the Series A Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements .

Share-based compensation

Performance Share Units (“PSUs”)

During the first quarter of 2021, the Company granted PSUs to certain employees and non-employees that contain a performance condition under the New Fortress Energy Inc.

2019 Omnibus Incentive Plan (the "2019 Plan").

The Company has granted Performance Share Units ("PSUs") to certain employees and non-employees that contain a performance condition under the New Fortress Energy Inc.

2019 Omnibus Incentive Plan.

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 third quarter of 2022, the Company determined that it was probable that the 2021 Grant will vest at a multiple of one.

Compensation cost for the service period since the grant date of $ 11,978 was recognized in the third quarter of 2022.

As of March 31, 2023, the Company determined it was not probable that the

performance condition required for the PSUs granted in the fourth quarter of 2022 ("2022 Grant") to vest would be achieved, and as such, no compensation expense was recognized for this award.

PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized

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Remaining Vesting

Q1 2021 ("2021 Grant") 400,507 0 to 801,014

2022 Grant 742,073 0 to 1,484,146

— 62,015 0.75 years

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

Restricted Stock Units ("RSUs")

The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the 2019 Plan.

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

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

The following table summarizes the RSU activity for the nine months ended September 30, 2022:

Restricted Stock

Units Weighted-average

grant date fair

value per share

Non-vested RSUs as of December 31, 2021

676,338 $ 13.49

Granted 12,196 $ 29.89

Vested ( 688,534 ) $ 13.81

Forfeited — $ —

Non-vested RSUs as of September 30, 2022

The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Operations and maintenance $ — $ 207 $ 4 $ 641

Selling, general and administrative 1,440 1,355 2,674 4,304

Total share-based compensation expense $ 1,440 $ 1,562 $ 2,678 $ 4,945

As of September 30, 2022, all RSUs subject to service conditions have vested, and the Company has no unrecognized compensation cost.

For both the three and nine months ended September 30, 2022, no cumulative compensation expense recognized for forfeited RSU awards was reversed.

For the three and nine months ended September 30, 2021, cumulative compensation expense recognized for forfeited RSU awards of $ 116 and $ 173 , respectively, was reversed.

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

Related party transactions

Management services

The Company is majority owned by Messrs.

Edens (our chief executive officer and chairman of our Board of Directors) and Nardone (one of our Directors) who are currently employed by Fortress Investment Group LLC (“Fortress”).

Edens, chief executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”).

In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”).

The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,117 and $ 1,352 for the three months ended September 30, 2022 and 2021, respectively, and totaled $ 3,776 and $ 5,073 for the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, $ 4,053 and $ 5,700 were due to Fortress, respectively.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,345 and $ 1,515 for the three months ended March 31, 2023 and 2022, respectively.

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

As of March 31, 2023 and December 31, 2022, $ 1,377 and $ 4,629 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 $ 750 and $ 436 for the three months ended September 30, 2022 and 2021, respectively, and $ 2,897 and $ 3,385 for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022 and December 31, 2021, $ 704 and $ 944 was due to this affiliate, respectively.

The Company incurred, at aircraft operator rates, charter costs of $ 771 and $ 1,022 for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023 and December 31, 2022, $ 771 and $ 416 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 $ 103 during the three months ended September 30, 2022 and 2021, respectively, and $ 310 and $ 332 during the nine months ended September 30, 2022 and 2021, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income (loss).

As of September 30, 2022 and December 31, 2021, the Company has recorded a lease liability of $ 3,333 and $ 3,314 , respectively, within Non-current lease liabilities on the condensed consolidated balance sheet.

The Company recognized expense related to the land lease of $ 103 and $ 103 during the three months ended March 31, 2023 and 2022, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income .

The Company has amounts due to FECI of $ 23 and $ 0 as of March 31, 2023 and December 31, 2022 , respectively .

As of March 31, 2023 and December 31, 2022, the Company has recorded a lease liability of $ 3,341 and $ 3,340 , respectively, within Non-cur rent lease liabilities on the condensed consolidated balance sheets.

DevTech investment

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DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary.

The 10 % interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements.

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

During the third quarter of 2021, the Company settled all outstanding amounts due under notes payable;

the consulting agreement was also restructured to settle all previous amounts owed to DevTech and to include a royalty payment based on certain volumes sold in Jamaica.

The Company paid $ 988 to settle these outstanding amounts.

Subsequent to the restructuring of the consulting agreement, the Company recognized approximately $ 111 and $ 328 in

expense for the three and nine months ended September 30, 2022, respectively.

As of September 30, 2022 and December 31, 2021, $ 111 and $ 88 was due to DevTech, respectively.

The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements.

The Company recognized approximately $ 105 and $ 98 in expense within Selling, general and administrative for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023 and December 31, 2022 , $ 105 and $ 80 were due to DevTech, respectively.

Fortress affiliated entities

The Company provides certain administrative services to related parties including Fortress affiliated entities.

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

Beginning in the fourth quarter of 2020, the Company began subleasing a portion of office space and related administrative services to an affiliate of an entity managed by Fortress.

For the three months ended September 30, 2022 and 2021, $ 99 and $ 201 of rent and office related expenses were incurred by this affiliate, respectively.

For the nine months ended September 30, 2022 and 2021, $ 491 and $ 595 of rent and office related expenses were incurred by this affiliate, respectively.

As of September 30, 2022 and December 31, 2021, $ 575 and $ 1,241 were due from all Fortress affiliated entities, respectively.

No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended March 31, 2023 and 2022, $ 192 and $ 195 of rent and office related expenses were incurred by these affiliates, respectively.

As of March 31, 2023 and December 31, 2022, $ 892 and $ 700 , respectively, were due from all Fortress affiliated entities.

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 $ 663 and $ 571 for the three months ended September 30, 2022 and 2021, respectively, and $ 1,845 and $ 2,048 for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022 and December 31, 2021, $ 1,845 and $ 2,444 were due to Fortress affiliated entities, respectively.

Hilli guarantees

As part of the GMLP Merger, the Company assumed 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 .

As of September 30, 2022, Company has guaranteed $ 331,500 under the Partnership Guarantee.

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 million.

As of September 30, 2022, the fair value of debt guarantees after amortization of $ 3,549 has been presented within Other current liabilities on the condensed consolidated balance sheet.

As of September 30, 2022, the Company was in compliance with the covenants and ratios for both Hilli guarantees.

As of September 30, 2022, the Company operates in two reportable segments:

The Company incurred rent and administrative expenses of approximately $ 589 and $ 600 for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023 and December 31, 2022, $ 3,043 and $ 2,455 were d ue to Fortress affiliated entities, respectively.

As of March 31, 2023, the Company operates in two reportable segments:

Terminals and Infrastructure and Ships:

1 unchanged sentence

Vessels that are utilized in the Company’s terminal or logistics operations are included in this segment.

Terminals and Infrastructure Operating Margin included the Company’s effective share of revenues, expenses and operating margin attributable to the Company's 50 % investment in Centrais Elétricas de Sergipe Participações S.A.

(“CELSEPAR”);

the Company disposed of this investment in the fourth quarter of 2022.

Terminal and Infrastructure segment includes realized gains and losses from the settlement of derivative transactions entered into as economic hedges to reduce market risks associated with commodity prices.

• 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 Company's FSRUs are included in this segment.

LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally.

Five of the Company's LNG carriers are included in this segment.

The Company’s investments in Hilli LLC and Energos are also included in the Ships segment.

Five FSRUs and five LNG carriers are included in this segment.

The Company’s investment in Energos is also included in the Ships segment.

Ships Operating Margin included our effective share of revenue, expenses and operating margin attributable to our ownership of 50 % of the common units of Hilli LLC prior to the disposition of this investment in first quarter of 2023.

The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources.

Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value.

Terminals and

Infrastructure Segment Operating Margin includes our effective share of revenue, expenses and segment operating margin attributable to our 50 % ownership of CELSEPAR.

Ships 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 and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, 2022

The table below presents segment information for the three months ended March 31, 2023 and 2022:

Three Months Ended March 31, 2023

(in thousands of $) Terminals and

Infrastructure (1)

Infrastructure Ships Total

Segment Consolidation

3 unchanged sentences

Cost of sales (1) (3)

Vessel operating expenses 3,431 23,799 27,230 ( 6,912 ) 20,318

Operations and maintenance 30,079 — 30,079 ( 8,046 ) 22,033

Segment Operating Margin $ 251,469 $ 87,861 $ 339,330 $ ( 43,581 ) $ 295,749

Balance sheet:

Total assets (4)

73,798 — 73,798 111,140 184,938

Other segmental financial information:

Capital expenditures (4)(5)

$ 451,360 $ 12,690 $ 464,050 $ — $ 464,050

Nine Months Ended September 30, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Segment Consolidation

and Other (3)

Statement of operations:

Total revenues $ 1,711,241 $ 337,626 $ 2,048,867 $ ( 226,964 ) $ 1,821,903

Cost of sales 909,938 — 909,938 ( 35,409 ) 874,529

Vessel operating expenses — 19,239 19,239 ( 5,948 ) 13,291

3 unchanged sentences

Total assets $ 6,584,603 $ 1,639,143 $ 8,223,746 $ — $ 8,223,746

$ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984

Other segmental financial information:

1 unchanged sentence

$ 931,823 $ — $ 931,823 $ — $ 931,823

Three Months Ended September 30, 2021

Three Months Ended March 31, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

Infrastructure Ships Total Segment Consolidation

and Other (4)

2 unchanged sentences

Cost of sales (3)

Vessel operating expenses — 21,210 21,210 ( 5,909 ) 15,301

Operations and maintenance 27,371 — 27,371 ( 7,227 ) 20,144

Segment Operating Margin $ 115,638 $ 94,840 $ 210,478 $ ( 76,699 ) $ 133,779

Balance sheet:

Total assets (4)

235,532 — 235,532 ( 27,234 ) 208,298

Other segmental financial information:

Capital expenditures (4)(5)

$ 292,982 $ 5,766 $ 298,748 $ — $ 298,748

Nine Months Ended September 30, 2021

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

and Other (3)

Statement of operations:

Total revenues $ 676,372 $ 211,812 $ 888,184 $ ( 214,005 ) $ 674,179

Cost of sales 406,253 — 406,253 ( 72,720 ) 333,533

Vessel operating expenses 3,492 25,942 29,434 ( 6,470 ) 22,964

3 unchanged sentences

Total assets $ 5,291,601 $ 2,074,207 $ 7,365,808 $ — $ 7,365,808

$ 4,146,251 $ 2,518,836 $ 6,665,087 $ — $ 6,665,087

Other segmental financial information:

1 unchanged sentence

$ 196,390 $ 3,289 $ 199,679 $ — $ 199,679

(1) Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50 % ownership of CELSEPAR.

The losses attributable to the investment of $ 44,559 and $ 397,874 for the three and nine months ended September 30, 2022, respectively, and losses and earnings attributable to the investment of $ 27,792 and $ 656 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss).

(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 $ 12,825 and $ 43,448 for the three and nine months ended September 30, 2022, respectively, and $ 11,809 and $ 22,302 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) 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.

(1) Cost of sales in the Company’s segment measure only includes realized gains and losses on derivative transactions that are an economic hedge of our commodity purchases and sales, and in the first quarter of 2023, realized gains of $ 146,112 were recognized as a reduction to Cost of sales in the segment measure.

Unrealized changes in the mark-to-market value of derivative transactions of $ 111,140 reconcile Cost of sales in the segment measure to Cost of sales in the condensed consolidated statements of operations and comprehensive income.

(2) 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, asset impairment expense, interest expense, other expense (income), (loss) income from equity method investments and tax provision (benefit).

The following table reconciles Net income (loss) income, the most comparable financial statement measure, to Consolidated Segment Operating Margin:

Three Months Ended September 30, Nine Months Ended September 30,

(3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the condensed consolidated statements of operations and comprehensive income.

(4) Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to the Company's 50 % ownership of CELSEPAR and the common units of Hilli LLC in the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.

Consolidated Segment Operating Margin is defined as net income, adjusted for Selling, general and administrative expenses, Transaction and integration costs, Depreciation and amortization, Interest expense, Other expense (income), net, Income from equity method investments and Tax provision (benefit).

The following table reconciles Net income, the most comparable financial statement measure, to Consolidated Segment Operating Margin:

Three Months Ended March 31,

(in thousands of $) 2023 2022

Net income (loss) $ 56,231 $ ( 17,769 ) $ 118,981 $ ( 59,012 )

Net income $ 151,566 $ 241,181

Selling, general and administrative 52,138 48,041

1 unchanged sentence

Depreciation and amortization 34,375 34,290

Asset impairment expense — — 48,109 —

Interest expense 71,673 44,916

Other expense (income), net 25,005 ( 19,725 )

Loss on extinguishment of debt, net 14,997 — 14,997 —

Tax provision (benefit) 28,960 ( 49,681 )

Loss (income) from equity method investments 31,734 15,983 354,426 ( 22,958 )

(Income) from equity method investments ( 9,980 ) ( 50,235 )

Consolidated Segment Operating Margin $ 354,231 $ 250,688

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain information contained in the following discussion and analysis, including information with respect to our plans, strategy, projections and expected timeline for our business and related financing, includes forward-looking statements.

Forward-looking statements are estimates based upon current information and involve a number of risks and uncertainties.

Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors.

You should read “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and under similar headings in the Annual Report on Form 10-K for the year ended December 31, 2021 (our “Annual Report”) for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report.

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

This information is intended to provide investors with an understanding of our past performance and our current financial condition and is not necessarily indicative of our future performance.

Please refer to “—Factors Impacting Comparability of Our Financial Results” for further discussion.

Unless otherwise indicated, dollar amounts are presented in thousands.

Unless the context otherwise requires, references to “Company,” “NFE,” “we,” “our,” “us” or like terms refer to (i) prior to our conversion from a limited liability company to a corporation, New Fortress Energy LLC and its subsidiaries and (ii) following the conversion from a limited liability company to a corporation, New Fortress Energy Inc.

and its subsidiaries.

Unless the context otherwise requires, references to “Company,” “NFE,” “we,” “our,” “us” or like terms refer to (i) prior to the completion of Mergers, New Fortress Energy Inc.

and its subsidiaries, excluding Hygo Energy Transition Ltd.

(“Hygo”) and its subsidiaries and Golar LNG Partners LP (“GMLP”) and its subsidiaries, and (ii) after completion of the Mergers, New Fortress Energy Inc.

and its subsidiaries, including Hygo and its subsidiaries and GMLP and its subsidiaries.

We are a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable, and clean energy.

We own and operate 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;

additionally, we have expanded our focus to building our mobile LNG manufacturing business.

Our near-term mission is to provide modern infrastructure solutions to create cleaner, reliable energy while generating a positive economic impact worldwide.

Our long-term mission is to become one of the world’s leading carbon emission-free independent power providing companies by leveraging our global portfolio of integrated energy infrastructure.

We discuss this important goal in more detail in our Annual Report, “Items 1 and 2:

Business and Properties” under “Sustainability—Toward a Carbon-Free Future.”

On April 15, 2021, we completed the acquisitions of Hygo (the "Hygo Merger") and GMLP (the "GMLP Merger," and collectively with the Hygo Merger, the “Mergers”) As a result of the Hygo Merger, we 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, we 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 our existing facilities and international project pipeline.

Acquired FSRUs are operating in Brazil, Indonesia and Jordan under time charters, and uncontracted vessels are available for short term employment in the spot market.

Subsequent to the completion of the Mergers, our chief operating decision maker makes resource allocation decisions and assesses performance on the basis of two operating segments, Terminals and Infrastructure and Ships.

Our Terminals and Infrastructure segment includes 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.

We currently source LNG from long-term supply agreements with third-party suppliers and from our own liquefaction facility in Miami, Florida.

Vessels utilized in our terminal or logistics operations are included in this segment.

We centrally manage our LNG supply and the deployment of our vessels utilized in our terminal or logistics operations,

which allows us to optimally manage our LNG supply and fleet.

The Terminals and Infrastructure segment includes all terminal operations in Jamaica, Puerto Rico, Mexico and Brazil, including our interest in the Sergipe Power Plant.

Our Ships segment includes all vessels which are leased to customers under long-term or spot arrangements.

The Company’s investment in Hilli LLC, owner and operator of the Hilli , is also included in the Ships segment.

Over time, we expect to utilize these vessels in our own terminal operations as charter agreements for these vessels expire.

Our Current Operations – Terminals and Infrastructure

Our management team has successfully employed our strategy to secure long-term contracts with significant customers in Jamaica and Puerto Rico, including Jamaica Public Service Company Limited (“JPS”), the sole public utility in Jamaica, South Jamaica Power Company Limited (“SJPC”), an affiliate of JPS, Jamalco, a bauxite mining and alumina producer in Jamaica, the Puerto Rico Electric Power Authority (“PREPA”), and Comisión Federal de Electricidad (“CFE”), each of which is described in more detail below.

Our assets built to service these significant customers have been designed with capacity to service other customers.

We currently procure our LNG either by purchasing from a supplier or by manufacturing it in our liquefaction facility in Dade County, Florida ("Miami Facility").

Our long-term goal is to develop the infrastructure necessary to supply our existing and future customers with LNG produced primarily at our own facilities, including Fast LNG and our expanded delivery logistics chain in Northern Pennsylvania (the “Pennsylvania Facility”) in addition to supplying our customers through long-term LNG contracts.

Montego Bay Facility

The Montego Bay Facility serves as our supply hub for the north side of Jamaica, providing natural gas to JPS to fuel the 145MW Bogue power plant in Montego Bay, Jamaica ("Bogue Power Plant").

Our Montego Bay Facility commenced commercial operations in October 2016 and is capable of processing up to 61,000 MMBtu of LNG per day and features approximately 7,000 cubic meters of onsite storage.

The Montego Bay Facility also consists of an ISO loading facility that can transport LNG to numerous on-island industrial users.

Old Harbour Facility

The Old Harbour Facility is an offshore facility consisting of an FSRU that is capable of processing up to 750,000 MMBtus of LNG per day.

The Old Harbour Facility commenced commercial operations in June 2019 and supplies natural gas to the 190MW Old Harbour power plant (“Old Harbour Power Plant”) operated by SJPC.

The Old Harbour Facility is also supplying natural gas to our dual-fired combined heat and power facility in Clarendon, Jamaica (“CHP Plant”).

The CHP Plant supplies electricity to JPS under a long-term PPA.

The CHP Plant also provides steam to Jamalco under a long-term take-or-pay SSA.

The Old Harbour Facility also supplies gas directly to Jamalco to utilize in their gas-fired boilers.

San Juan Facility

Our San Juan Facility became fully operational in the third quarter of 2020.

It is designed as a landed micro-fuel handling facility located in the Port of San Juan, Puerto Rico.

The San Juan Facility has multiple truck loading bays to provide LNG to on-island industrial users.

The San Juan Facility is near the PREPA San Juan Power Plant and serves as our supply hub for the PREPA San Juan Power Plant and other industrial end-user customers in Puerto Rico.

Sergipe Power Plant

As part of the Hygo Merger, we acquired a 50% interest in Centrais Elétricas de Sergipe Participações S.A.

(“CELSEPAR”), which owns Centrais Elétricas de Sergipe S.A.

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

The Sergipe Power Plant, a 1.5GW combined cycle power plant, receives natural gas from the Sergipe Facility through a dedicated 8-kilometer pipeline.

The Sergipe Power Plant is one of the largest natural gas-fired thermal power stations in Latin America and was built to provide electricity on demand throughout the Brazilian electric integrated system, particularly during dry seasons when hydropower is unable to meet the growing demand for electricity in the country.

CELSE has executed multiple PPAs pursuant to which the Sergipe Power Plant is delivering power to 26 committed offtakers for a period of 25 years.

In any period in which power is not being produced pursuant to the PPAs, we are able to sell merchant power into the electricity grid at spot prices, subject to local regulatory approval.

We also own expansion rights with respect to the Sergipe Power Plant, which are owned by Centrais Elétricas Barra dos Coqueiros S.A.

(“CEBARRA”), a joint venture with Ebrasil Energia Ltda.

(“Ebrasil”), an affiliate of Eletricidade do Brasil S.A.

, of which we own a 75% interest.

These rights include 190 acres of land and regulatory permits for two new

power generation projects of 1.7GW in the aggregate.

CEBARRA has obtained all permits and other rights necessary to participate in future government power auctions.

In October 2022, we completed the sale of our interest in the Sergipe Power Plant to Eneva S.A.

See "Recent Developments."

La Paz Facility

In July 2021, we began commercial operations at the Port of Pichilingue in Baja California Sur, Mexico (the “La Paz Facility”).

The La Paz Facility is expected to supply approximately 22,300 MMBtu of LNG per day to our 100MW of power supplied by gas-fired modular power units (the “La Paz Power Plant”) following the start of operations.

Natural gas supply to the La Paz Power Plant may be increased to approximately 29,000 MMBtu of LNG per day for up to 135MW of power.

In the fourth quarter of 2022, we finalized short-form agreements with Comisión Federal de Electricidad (“CFE”) to expand and extend our supply of natural gas to multiple CFE power generation facilities in Baja California Sur and to sell the La Paz Power Plant to CFE and are in the process of finalizing long-form agreements to commemorate all binding terms.

The gas sales and power plant sale agreements are subject to execution of the long-form final agreements and certain conditions precedent, and we expect to execute the long-form final agreements in the fourth quarter of 2022.

We do not expect to recognize a loss on sale upon completion of this transaction.

Miami Facility

Our Miami Facility began operations in April 2016.

This facility has liquefaction capacity of approximately 8,300 MMBtu of LNG per day and enables us to produce LNG for sales directly to industrial end-users in southern Florida, including Florida East Coast Railway via our train loading facility, and other customers throughout the Caribbean using ISO containers.

Our Current Operations – Ships

Our Ships segment includes six FSRUs and five LNG carriers, which are leased to customers under long-term or spot arrangements.

As these charter arrangements expire, we expect to use these vessels in our terminal operations and reflect such vessels in our Terminals and Infrastructure segment.

One acquired LNG carrier and one acquired FSRU are utilized in our terminal operations, and the results of operations of these vessels are reflected in the Terminals and Infrastructure segment.

In August 2022, we completed financing transaction with an affiliate of Apollo Global Management, Inc.

collateralized by our vessels.

See "Recent Developments"

The Company’s investment in Hilli LLC, owner and operator of the Hilli , is also included in the Ships segment.

Golar Hilli Corporation ("Hilli Corp"), a wholly owned subsidiary of Hilli LLC, has a Liquefication Tolling Agreement (“LTA”) with Perenco Cameroon S.A.

and Société Nationale des Hydrocarbures under which the Hilli provides liquefaction services through July 2026.

Under the LTA, Hilli Corp receives a monthly tolling fee, consisting of a fixed element of hire and incremental tolling fees based on the price of Brent crude oil.

Our Development Projects

Fast LNG ("FLNG")

We are currently developing a series of modular floating liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world.

We set out to create a fast and cheaper offshore liquefaction solution for our growing customer base.

The “Fast LNG” design pairs advancements in modular, midsize liquefaction technology with jack up rigs, semi-submersible rigs or similar marine floating infrastructure to enable a much lower cost and faster deployment schedule than land-based alternatives.

Semi-permanently moored floating storage unit(s) ("FSU") will serve as LNG storage alongside the floating liquefaction infrastructure, which can be deployed anywhere there is abundant and stranded natural gas.

Our initial Fast LNG units are being constructed at the Kiewit Offshore Services (“KOS”) shipyard near Corpus Christi, Texas.

The KOS facility specializes in the fabrication and integration of offshore projects.

In partnership with Kiewit, we have established an efficient and repeatable process to reduce cost and time to build incremental liquefaction capacity.

Fast LNG is a key part of our strategy to grow our LNG supply portfolio to enhance energy security and deliver returns to our shareholders.

According to the World Bank, global primary energy demand is expected to increase

substantially to 2050, and natural gas is to play a key role in meeting the electricity and heating needs of global markets.

A natural gas supply shortfall is now exacerbated by the Russia-Ukraine War.

LNG produced from abundant and reliable natural gas resources, including in North America, can serve to mitigate destabilizing effects of geopolitical conflict and improve the security and stability of energy supplies around the world.

We believe our integrated business model is uniquely positioned both to respond to unprecedented near-term market opportunities and to convert our LNG volumes to longer term contracts to serve our downstream energy customers.

Puerto Sandino Facility

We are developing an offshore facility consisting of an FSRU and associated infrastructure, including mooring and offshore pipelines, in Puerto Sandino, Nicaragua (the “Puerto Sandino Facility”).

We have entered into a 25-year PPA with Nicaragua’s electricity distribution companies, and we expect to utilize approximately 57,500 MMBtu of LNG per day to provide natural gas to the Puerto Sandino Power Plant in connection with the 25-year power purchase agreement.

Barcarena Facility

The Barcarena Facility will consist of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines.

The Barcarena Facility will be capable of processing up to 790,000 MMBtu per day and storing up to 170,000 cubic meters of LNG.

The Barcarena Facility is expected to supply gas to third-party industrial and power customers as well as a new 605MW combined cycle thermal power plant to be located in Pará, Brazil which we own (the “Barcarena Power Plant”), which is supported by multiple 25-year power purchase agreements to supply electricity to the national electricity grid.

The power project is scheduled to deliver power to nine committed offtakers for 25 years beginning in 2025.

Santa Catarina Facility

The Santa Catarina Facility will be located on the southern coast of Brazil and will consist of an FSRU with a processing capacity of approximately 570,000 MMBtus per day and LNG storage capacity of up to 170,000 cubic meters.

We are also developing a 33-kilometer, 20-inch pipeline that will connect the Santa Catarina Facility to the existing inland Transportadora Brasileira Gasoduto Bolivia-Brasil S.A.

(“TBG”) pipeline via an interconnection point in the municipality of Garuva.

The Santa Catarina Facility and associated pipeline are expected to have a total addressable market of 15 million cubic meters per day.

Ireland Facility

We intend to develop and operate an LNG facility (the “Ireland Facility”) and power plant on the Shannon Estuary, near Tarbert, Ireland.

We are in the process of obtaining final planning permission from An Bord Pleanála (“ABP”) in Ireland, and we intend to begin construction of the Ireland Facility after we have obtained the necessary consents and secured contracts with downstream customers with volumes sufficient to support the development.

Other Projects

In the fourth quarter of 2022, we also finalized agreements with CFE for the supply of natural gas to a new FLNG hub off the coast of Altamira, Tamaulipas, which are subject to finalizing long-form definitive agreements and satisfying certain conditions precedent.

We plan to deploy multiple 1.4 MTPA FLNG units that will utilize CFE’s existing firm pipeline transportation capacity on TC Energy’s Sur de Texas-Tuxpan Pipeline to deliver feedgas volumes to NFE.

CFE would share in the production and marketing of a portion of the LNG volumes from the new Altamira offshore FLNG hub.

We expect that our first FLNG unit will be deployed to Altamira in 2023.

We are currently in discussions with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets.

If the parties form a partnership, NFE expects to invest a significant amount of capital in the continued development of the Lakach field over a two-year period by completing seven offshore wells and to deploy a 1.4 MTPA Fast LNG unit to liquefy the majority of the produced natural gas.

Remaining natural gas and associated condensate volumes are expected to be utilized by Pemex in Mexico's onshore domestic market.

We are in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power, LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target pricing or margins.

Recent Developments

-- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of CELSEPAR and CEBARRA for a purchase price of R$6.10 billion in cash (approximately $1.10 billion using the exchange rate as of September 30, 2022) (the “Sergipe Sale”).

The purchase price payable by Eneva accrued interest at a rate of CDI + 1% from December 31, 2021 until the date of the closing and was subject to certain customary adjustments, including for the amount of any leakage that has occurred from December 31, 2021 to the date of the closing, including (a) making distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and assuming or incurring liabilities for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale.

The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$6.80 billion (approximately $1.30 billion using the exchange rate as of September 30, 2022).

LNG Power also entered into a foreign currency forward associated to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled on October 3, 2022, resulting in a gain of $20,394.

In connection with the Sergipe Sale, we have recognized an other than temporary impairment of the investment in CELSEPAR of $369,207, and this loss has been recognized in loss (income) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss).

Upon closing, we expect to recognize transaction costs associated with the sale of CELSEPAR.

The assets of CEBARRA primarily consist of construction in progress, and in conjunction with the Sergipe Sale, the assets of CEBARRA meet the criteria to be represented as held for sale and stated at fair value.

These assets were reviewed for impairment upon classification to held for sale, and the Company recognized an impairment loss of $48,109 in Asset impairment expense in the condensed consolidated statements of operations and comprehensive income (loss).

Vessel Financing Transaction

On August 15, 2022, the Company and a n affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd.

("Purchaser"), created a joint venture and completed a sales and financing transaction resulting in cash proceeds of approximately $1.85 billion .

This sales and financing transaction comprised (1) the formation of a joint venture doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Vessel Financing Transaction”).

As a result of the Vessel Financing Transaction, we own approximately a 20% equity interest in Energos, with the remaining interest owned by the Purchaser.

We have accounted for the investment in Energos as an equity method investment.

In connection with the Vessel Financing Transaction, we entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing charter.

These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks.

These vessels continue to be recognized on our consolidated balance sheet as Property, plant and equipment, and we have recognized this failed sale leaseback financing as debt.

Certain vessels included in the Vessel Financing Transaction are currently chartered to third parties under operating leases.

As we have not recognized the sale of these vessels and proceeds received under the Vessel Financing Transaction are collateralized by the cash flows from these charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue.

Cash flows from these third-party charters are included as part of debt service for the sale leaseback financing debt, and we will recognize additional financing costs within Interest expense, net.

The Company has not entered into a charter agreement to leaseback the Nanook .

The Nanook was previously accounted for as a finance lease and proceeds received have been allocated between financing of other vessels and the sale of the Nanook.

A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan and the termination of lessor VIE arrangements.

Since August 2021, LNG prices have increased materially, and global events, such as Russia’s invasion of Ukraine, have generated further energy pricing volatility.

We have supply commitments to secure LNG volumes equal to approximately 100% of our expected needs for our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Facility and Puerto Sandino Facility for the next six years.

Due to this significant increase in market pricing of LNG, we have optimized our supply portfolio to sell a portion of these cargos in the market, and these sales have positively impacted our results for the first three quarters of 2022.

COVID-19 Pandemic

We continue to closely monitor the impact of the novel coronavirus (“COVID-19”) pandemic on all aspects of our operations and development projects, including our marine operations acquired in the Mergers.

Customers in our Terminals and Infrastructure segment primarily operate under long-term contracts, many of which contain fixed minimum volumes that must be purchased on a “take-or-pay” basis.

We continue to invoice our customers for fixed minimum volumes even in cases when our customer’s consumption has decreased.

We have not changed our payment terms with these customers, and there has not been deterioration in the timing or volume of collections.

Many of the vessels acquired in the Mergers operate under long-term contracts with fixed payments.

We are required to have adequate crewing aboard our vessels to fulfill the obligations under our contracts, and we have implemented safety measures to ensure that we have healthy qualified officers and crew.

We monitor local or international transport or quarantine restrictions limiting the ability to transfer crew members off vessels or bring a new crew on board, and restrictions in availability of supplies needed on board due to disruptions to third-party suppliers or transportation alternatives, and we have not experienced significant disruptions in our operations due to these measures or restrictions.

Based on the essential nature of the services we provide to support power generation facilities, our operations and development projects have not currently been significantly impacted by responses to the COVID-19 pandemic.

We remain committed to prioritizing the health and well-being of our employees, customers, suppliers and other partners.

We have implemented policies to screen employees, contractors, and vendors for COVID-19 symptoms upon entering our development projects, operations and office facilities.

From the beginning of 2020 to September 30, 2022, we have incurred approximately $2.5 million to date for safety measures introduced into our operations and other responses to the COVID-19 pandemic.

We are actively monitoring the spread of the pandemic and the actions that governments and regulatory agencies are taking to fight the spread.

We have not experienced significant disruptions in development projects, charter or terminal operations from the COVID-19 pandemic;

however, there are important uncertainties including the scope, severity and duration of the pandemic and resurgences of COVID-19 variants, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures.

We do not currently expect these factors to have a significant impact on our results of operations, liquidity or financial position, or our development budgets or timelines.

Other Matters

On June 18, 2020, we received an order from the Federal Energy Regulatory Commission ("FERC") which asked for an explanation as to why our San Juan Facility is not subject to FERC’s jurisdiction under section 3 of the NGA.

Because we do not believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously.

On March 19, 2021, FERC issued an order that the San Juan Facility does fall under FERC jurisdiction.

FERC directed us to file an application for authorization to operate the San Juan Facility within 180 days of the order, which was September 15, 2021, but also found that allowing operation of the San Juan Facility to continue during the pendency of an application is in the public interest.

FERC also concluded that no enforcement action against us is warranted, presuming we comply with the requirements of the order.

Parties to the proceeding, including the Company, sought rehearing of the March 19, 2021 FERC order, and FERC has denied all requests for rehearing, and the FERC order was affirmed by the United States Court of Appeals for the District of Columbia Circuit on June 14, 2022.

To comply with the FERC’s directive, on September 15, 2021, we filed an application for authorization to operate the San Juan Facility, which remains pending.

Results of Operations – Three Months Ended September 30, 2022 compared to Three Months Ended June 30, 2022 and Nine Months Ended September 30, 2022 compared to Nine Months Ended September 30, 2021

Segment performance is evaluated based on operating margin and the tables below present our segment information for the three months ended September 30, 2022 and June 30, 2022, and for the nine months ended September 30, 2022 and September 30, 2021:

Three Months Ended September 30, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

and Other (3)

Total revenues $ 687,437 $ 111,660 $ 799,097 $ (67,167) $ 731,930

Cost of sales 402,458 — 402,458 (8,628) 393,830

Vessel operating expenses 3,431 23,799 27,230 (6,912) 20,318

Operations and maintenance 30,079 — 30,079 (8,046) 22,033

Segment Operating Margin $ 251,469 $ 87,861 $ 339,330 $ (43,581) $ 295,749

Three Months Ended June 30, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

and Other (3)

Total revenues $ 543,455 $ 111,024 $ 654,479 $ (69,624) $ 584,855

Cost of sales 271,948 — 271,948 453 272,401

Vessel operating expenses 4,255 21,288 25,543 (6,915) 18,628

Operations and maintenance 29,540 — 29,540 (9,050) 20,490

Segment Operating Margin $ 237,712 $ 89,736 $ 327,448 $ (54,112) $ 273,336

Nine Months Ended September 30, 2022

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

and Other (3)

Total revenues $ 1,711,241 $ 337,626 $ 2,048,867 $ (226,964) $ 1,821,903

Cost of sales 909,938 — 909,938 (35,409) 874,529

Vessel operating expenses 11,178 71,029 82,207 (20,297) 61,910

Operations and maintenance 89,861 — 89,861 (24,170) 65,691

Segment Operating Margin $ 700,264 $ 266,597 $ 966,861 $ (147,088) $ 819,773

Nine Months Ended September 30, 2021

(in thousands of $) Terminals and

Infrastructure (1)

Total Segment Consolidation

and Other (3)

Total revenues $ 676,372 $ 211,812 $ 888,184 $ (214,005) $ 674,179

Cost of sales 406,253 — 406,253 (72,720) 333,533

Vessel operating expenses — 41,385 41,385 (10,684) 30,701

Operations and maintenance 67,266 — 67,266 (12,306) 54,960

Segment Operating Margin $ 202,853 $ 170,427 $ 373,280 $ (118,295) $ 254,985

(1) Terminals and Infrastructure includes our effective share of revenues, expenses and operating margin attributable to 50% ownership of CELSEPAR.

The losses attributable to the investment of $44,559 and $389,996 for the three months ended September 30, 2022 and June 30, 2022, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss).

In the nine months ended September 30, 2022 and 2021, the losses and earnings attributable to the investment were $397,874 and $656, respectively.

(2) Ships includes our effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units.

The earnings attributable to the investment of $12,825 and $17,069 for the three months ended September 30, 2022 and June 30, 2022, respectively, are reported in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss).

For the nine months ended September 30, 2022 and 2021, the earnings attributable to the investment were $43,448 and $22,302, respectively.

(3) Consolidation and Other adjust for the inclusion of our 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.

Terminals and Infrastructure Segment

Three Months Ended,

(in thousands of $) September 30, 2022 June 30, 2022 Change

Total revenues $ 687,437 $ 543,455 $ 143,982

Cost of sales 402,458 271,948 130,510

Vessel operating expenses 3,431 4,255 (824)

Operations and maintenance 30,079 29,540 539

Segment Operating Margin $ 251,469 $ 237,712 $ 13,757

Nine Months Ended,

(in thousands of $) September 30, 2022 September 30, 2021 Change

Total revenues $ 1,711,241 $ 676,372 $ 1,034,869

Cost of sales 909,938 406,253 503,685

Vessel operating expenses 11,178 — 11,178

Operations and maintenance 89,861 67,266 22,595

Segment Operating Margin $ 700,264 $ 202,853 $ 497,411

Total revenue

Total revenue for the Terminals and Infrastructure Segment increased by $143,982 for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

The increase was primarily driven by increased revenue from LNG cargo sales to third parties and increases to the Henry Hub index that forms a portion of the pricing to invoice most of our customers in this segment.

Revenue from cargo sales was $350,550 for the three months ended September 30, 2022 and $309,030 for the three months ended June 30, 2022.

Our revenue has been positively impacted by increases to the Henry Hub index during 2022.

The average Henry Hub index pricing used to invoice our downstream customers increased by 14% for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

Total volumes delivered to downstream customers also contributed to the increase in revenue for the three months ended September 30, 2022;

volumes delivered for the three months ended September 30, 2022 were 12.9 TBtu as compared to 9.3 TBtu for the three months ended June 30, 2022.

Total revenue for the Terminals and Infrastructure Segment increased by $1,034,869 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Revenue from cargos sales was $944,751 for the nine months ended September 30, 2022 as compared to $32,605 for the nine months ended September 30, 2021 as we did not have any significant cargo sales transactions during the first nine months of 2021.

The average Henry Hub index pricing used to invoice our downstream customers increased by 113% for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

The significant increase in pricing was partially offset by decreases in total volumes delivered to downstream customers;

for the nine months ended September 30, 2022 volumes delivered to downstream customers were 28.5 TBtu as compared to 35.0 TBtu for the nine months ended September 30, 2021.

Additional details of the change in volumes by location are as follows:

• Volumes delivered at the Old Harbour Facility increased for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022 due to an increase in volumes delivered at the Old Harbour Power Plant.

Decreased consumption at the CHP Plant due to unplanned maintenance drove volume decreases at the Old Harbour Facility for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

• During the first quarter of 2022, no volumes were consumed by the Bogue Power Plant, leading to the significant decrease in volumes delivered at the Montego Bay Facility, due to the port authority at the Port of Montego Bay where our facility resides requiring a reconfiguration and partial relocation of our assets.

This reconfiguration was completed in the second quarter of 2022, and at that time, we recommenced deliveries to the Bogue Power Plant.

The increase in volumes delivered during the third quarter of 2022 is due to a full quarter of delivered volumes compared to two months during the second quarter of 2022.

The decrease in volumes delivered in the nine months ended September 30, 2022 were due to reconfiguration and partial relocation of our assets.

• The San Juan Power Plant completed additional maintenance activities in the first quarter of 2022, leading to lower consumption of natural gas.

Maintenance activities were completed by the second quarter of 2022 and normal operations continued through the third quarter of 2022, leading to an increase in volumes delivered at the San Juan Facility for the three months ended September 30, 2022.

The decrease in volumes delivered in the nine months ended September 30, 2022 were due to these additional maintenance activities.

Our share of revenue from our investment in CELSEPAR was $41,309 for the three months ended September 30, 2022 and $43,576 for the three months ended June 30, 2022, which was primarily comprised of fixed capacity payments received under CELSE's PPAs.

As hydrology conditions have continued to improve in the third quarter of 2022, the Sergipe Power Plant was not dispatched in the third quarter of 2022, reducing revenue from our share of our investment in

Our share of revenue from our investment in CELSEPAR was $148,274 for the nine months ended September 30, 2022 as compared to $166,292 for the nine months ended September 30, 2021, which represents our share of revenue for the period after the Mergers.

Prior year revenue was higher due to revenue recognized from the emergency dispatch of the Sergipe Power Plant in the third quarter of 2021 due to poor hydrological conditions in Brazil.

Cost of sales

Cost of sales includes the procurement of feedgas or LNG, as well as shipping and logistics costs to deliver LNG or natural gas to our facilities.

Our LNG and natural gas supply are purchased from third parties or converted in our Miami Facility.

Costs to convert natural gas to LNG, including labor, depreciation and other direct costs to operate our Miami Facility are also included in Cost of sales.

Cost of sales increased $130,510 for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

• Due to the significant increase in market pricing of LNG in the second half of 2021 and continued increase throughout 2022, we have optimized our supply portfolio to sell a portion of our committed cargos in the market.

The increase in Cost of sales was primarily due to higher cost of these LNG cargos NFE sold into the market.

We recognized $185,708 during the three months ended September 30, 2022 to acquire cargos sold to third parties, as compared to $115,432 for the three months ended June 30, 2022.

The weighted-average cost of LNG from cargo sales increased from $11.23 per MMBtu for the three months ended June 30, 2022 to $18.26 per MMBtu for the three months ended September 30, 2022.

• Cost of LNG purchased from third parties for sale to our downstream customers increased $64,763 for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

The increase was primarily attributable to a 39% increase in volumes delivered compared to the three months ended June 30, 2022, and increases in LNG cost.

The weighted-average cost of LNG purchased from third parties for sale to our customers increased from $9.78 per MMBtu for the three months ended June 30, 2022 to $12.17 per MMBtu for the three months ended September 30, 2022.

Cost of sales increased by $503,685 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

• We recognized cost to acquire LNG cargos sold to third parties totaling $387,211 during the nine months ended September 30, 2022 compared to $18,191 for the nine months ended September 30, 2021.

• Cost of LNG purchased from third parties for sale to our terminal customers increased $83,287 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

We delivered 19% less volumes to our terminal customers in the current period as compared to the nine months ended September 30, 2021.

Our cost of LNG was significantly higher in the current period, and as such, the increase of cost of sales to deliver to our terminal customers did not correspond with the decrease in volumes.

The weighted-average cost of LNG purchased from third parties increased from $6.58 per MMBtu for the nine months ended September 30, 2021 to $10.78 per MMBtu for the nine months ended September 30, 2022.

• These increases were partially offset by a decrease in our share of cost of sales from our investment in CELSEPAR from $75,042 during the nine months ended September 30, 2021 to $28,550 during the nine months ended September 30, 2022.

As hydrology conditions have continued to improve in Brazil, the Sergipe Power Plant was not dispatched as regularly in 2022, reducing cost of sales from our share of our investment in CELSEPAR.

• Vessel costs increased $30,948 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 due to additional vessels used in our expanded operations.

The weighted-average cost of our LNG inventory balance to be used in our operations as of September 30, 2022 and December 31, 2021 was $13.01 per MMBtu and $9.51 per MMBtu, respectively.

Vessel operating expenses

Vessel operating expenses include direct costs associated with operating a vessel, and these costs are typically included in the Ships segment.

Vessel operating expenses was substantially consistent for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

Vessel operating expenses increased $11,178 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

During 2022, additional vessels were used in our operations, inclusive of sub-charters to third parties, resulting in additional vessel operating expenses recognized for the nine months ended September 30, 2022.

Operations and maintenance

Operations and maintenance includes costs of operating our facilities, exclusive of costs to convert that are reflected in Cost of sales.

Operations and maintenance was substantially consistent for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

Operations and maintenance increased $22,595 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 .

• The increase for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was primarily attributable to higher logistics costs associated with our ISO container distribution system.

We continued to source LNG from our Miami Facility to service industrial end users in Jamaica.

Due to the reconfiguration and partial relocation of our assets at the Port of Montego Bay, and we incurred additional costs to distribute LNG to customers via our ISO container distribution system.

• Additionally, Operations and maintenance increased $11,864 due to the inclusion of our share of Operations and maintenance from our investment in CELSEPAR from $12,306 for the nine months ended September 30, 2021 to $24,170 for the nine months ended September 30, 2022, which represents the costs for the period after the Merger.

These costs are primarily related to the operation and services agreement for the Nanook , insurance costs and costs for connecting to the transmission system.

Ships Segment

Three Months Ended,

(in thousands of $) September 30, 2022 June 30, 2022 Change

Total revenues $ 111,660 $ 111,024 $ 636

Vessel operating expenses 23,799 21,288 2,511

Segment Operating Margin $ 87,861 $ 89,736 $ (1,875)

Nine Months Ended,

(in thousands of $) September 30, 2022 September 30, 2021 Change

Total revenues $ 337,626 $ 211,812 $ 125,814

Vessel operating expenses 71,029 41,385 29,644

Segment Operating Margin $ 266,597 $ 170,427 $ 96,170

Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs.

Prior to the completion of the Vessel Financing Transaction, we also recognized revenue related to the interest portion of lease payments and the operating and service agreements in connection with the sales-type lease of the Nanook .

We included the interest income earned under sales-type leases as revenue as amounts earned under chartering and operating service agreements represented our ongoing ordinary business operations.

At the completion of the Mergers, five of the FSRUs and two LNG carriers were on hire under long-term charter agreements, and one LNG carriers, the Grand , was operating in the spot market.

In the third quarter of 2021, the Grand , began to be utilized in our terminal and logistics operations, and as such, the results of operations of the Grand are included in the Terminals and Infrastructure segment from the third quarter of 2021 onward.

The Spirit and the Mazo continue to be in cold lay-up, and no vessel charter revenue was generated from these vessels.

Total revenue

Total revenue for the Ships segment was substantially consistent for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

Subsequent to the Vessel Financing Transaction, we continue to be, for accounting purposes, the owner of vessels included in the transaction (except the Nanook ), and as such, we continue to recognize revenue from the charter of these vessels to third parties, resulting in consistent revenue quarter over quarter.

Total revenue for the Ships segment increased $125,814 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

We completed the Mergers, including all of the vessels comprising the Ships segment, on April 15, 2021, and the increase in revenue is due to the inclusion of the Ships segment in our results of operations for a full nine months as opposed to less than a full nine months in the prior year comparable period.

Vessel operating expenses

Vessel operating expenses include direct costs associated with operating a vessel, such as crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, management fees and costs to operate the Hilli .

We also recognize voyage expenses within Vessel operating expenses, which 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.

Vessel operating expenses was substantially consistent for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

Subsequent to the Vessel Financing Transaction, we continue to be, for accounting purposes, the owner of vessels included in the transaction (except the Nanook ), and as such, we continue to recognize operating expenses related to vessels under charter to third parties, resulting in substantially consistent vessel operating expenses quarter over quarter.

Vessel operating expenses increased $29,644 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.We completed the Mergers, including all of the vessels comprising the Ships segment, on April 15, 2021, and the increase in vessel operating expenses is due to the inclusion of the Ships segment in our results of operations for a full six months as opposed to less than a full quarter in the prior year comparable period.

Other operating results

Three Months Ended, Nine Months Ended,

(in thousands of $) September 30, 2022 June 30, 2022 Change September 30, 2022 September 30, 2021 Change

Selling, general and administrative $ 67,601 $ 50,310 $ 17,291 $ 165,952 $ 124,954 $ 40,998

Transaction and integration costs 5,620 4,866 754 12,387 42,564 (30,177)

Depreciation and amortization 35,793 36,356 (563) 106,439 68,080 38,359

Asset impairment expense — 48,109 (48,109) 48,109 — 48,109

Total operating expenses 109,014 139,641 (30,627) 332,887 235,598 97,289

Operating income 186,735 133,695 53,040 486,886 19,387 467,499

Interest expense 63,588 47,840 15,748 156,344 107,757 48,587

Other expense (income), net 10,214 (22,102) 32,316 (31,613) (13,458) (18,155)

Loss on extinguishment of debt, net 14,997 — 14,997 14,997 — 14,997

Net income (loss) before income from equity method investments and income taxes 97,936 107,957 (10,021) 347,158 (74,912) 422,070

(Loss) income from equity method investments (31,734) (372,927) 341,193 (354,426) 22,958 (377,384)

Tax provision (benefit) 9,971 (86,539) 96,510 (126,249) 7,058 (133,307)

Net income (loss) $ 56,231 $ (178,431) $ 234,662 $ 118,981 $ (59,012) $ 177,993

Selling, general and administrative

Selling, general and administrative includes compensation expenses for our corporate employees, employee travel costs, insurance, professional fees for our advisors and screening costs associated with development activities for projects that are in initial stages and development is not yet probable.

Selling, general and administrative increased $17,291 for the three months ended September 30, 2022, as compared to the three months ended June 30, 2022.

The increase was primarily attributable higher share based compensation expense in the current quarter.

In the third quarter of 2022, we determined that the performance metric associated with our performance share units granted in 2021 was probable of vesting, and we recognized $11,978 of share-based compensation expense.

The increase was also attributable to higher payroll costs due to the continued expansion of our operations as compared to the second quarter of 2022.

Selling, general and administrative increased $40,998 for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

The increase was primarily attributable to higher payroll and professional fees associated with the continued expansion of our operations.

In the third quarter of 2022, we determined that the performance metric associated with our performance share units granted in 2021 was probable of vesting, and we recognized $13,417 of share-based compensation expense.

Transaction and integration costs

For the three months ended September 30, 2022, we incurred $5,620 for transaction and integration costs, as compared to $4,866 for the three months ended June 30, 2022.

For the three months ended September 30, 2022, transaction and integration costs incurred were primarily a result of the Sergipe Sale and the Vessel Financing Transaction.

Certain costs could not be deferred as a reduction of the principal balance of the financing obligation incurred as a result of the Vessel Financing Transaction, and these costs were recognized in the third quarter of 2022.

For the nine months ended September 30, 2022, we incurred $12,387 for transaction and integration costs, as compared to $42,564 for the nine months ended September 30, 2021.

In the current year, we have incurred transaction and integration costs primarily associated with the Sergipe Sale.

For the nine months ended September 30, 2021, we incurred in transaction and integration costs in connection with the Mergers, which consisted primarily of financial advisory, legal accounting and consulting costs.

We have incurred such integration costs to a lesser extent in the current year as the integration of GMLP and Hygo has progressed since the acquisition date.

Depreciation and amortization

Depreciation and amortization was substantially consistent for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

We continue to be the owner for accounting purposes of vessels included Vessel Financing Transaction (except the Nanook ), and as such, we continue to recognize depreciation expense for these vessels, resulting in consistent depreciation quarter over quarter.

Depreciation and amortization increased $38,359 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

The increase was primarily due to the following:

• Subsequent to the completion of the Mergers, our results of operations include depreciation expense primarily for the vessels acquired for a full nine months as opposed to less than a full nine months in the prior year comparable period.

We recognized $19,848 of incremental depreciation expense for the acquired vessels during the nine months ended September 30, 2022.

• Amortization of the value recorded for favorable and unfavorable contracts of an additional $13,807 for the nine months ended September 30, 2022.

Asset impairment expense

As a result of the Hygo Merger, we recognized long-lived assets associated the expansion of the Sergipe Power Plant.

In the second quarter of 2022, we recognized asset impairment expense of $48,109, as the fair value of these assets was less than the carrying value and the asset group was held for sale.

Interest expense

Interest expense increased by $15,748 for the three months ended September 30, 2022 as compared to the three months ended June 30, 2022.

The increase was primarily due to the higher borrowing costs associated with financing obligations incurred under the Vessel Financing Transaction.

Subsequent to the Vessel Financing Transaction, we continue to be, for accounting purposes, the owner of vessels included in the transaction (except the Nanook ), and as such, we continue to recognize revenue and vessel operating expenses from the charter of these vessels to third parties.

The revenue recognized from third-party charters services the financing obligation, resulting in higher interest expense.

Interest expense increased by $48,587 for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

The increase was primarily due to an increase in total principal outstanding due to additional principal balance outstanding, including obligations under the Vessel Financing Transaction, under which we incur higher borrowing costs.

The total principal balance on outstanding facilities was $4,497,697 as of September 30, 2022 as compared to total outstanding debt of $3,890,468 as of September 30, 2021.

Other expense (income), net

Other expense (income), net was $10,214 and $(22,102) for the three months ended September 30, 2022 and June 30, 2022, respectively.

Other expense (income), net was $(31,613) and $(13,458) for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Other expense (income) recognized in the three months ended September 30, 2022 was primarily comprised of the following:

• Mark-to-market gains on the foreign currency forward purchase of $2,923 .

• Upon derecognition of the Nanook finance lease as part of the Vessel Financing Transaction, we recognized a loss of $14,598.

Other (income) recognized in the nine months ended September 30, 2022 was primarily comprised of the following:

• Mark-to-market gains on the foreign currency forward purchase of $20,394 .

• Changes in the fair value of the cross-currency interest rate swap and the interest rate swap resulted in income of $31,645.

• Upon derecognition of the Nanook finance lease as part of the Vessel Financing Transaction, we recognized a loss of $14,598.

Loss on extinguishment of debt

Loss on extinguishment of debt was $14,997 for the three and nine months ended September 30, 2022 as a result of the extinguishment of the Vessel Term Loan Facility and sale leaseback financing arrangements with VIEs as part of the Vessel Financing Transaction.

The Debenture Loan was also extinguished in the third quarter of 2022.

We did not have such transactions during the three months ended June 30, 2022 or the nine months ended September 30, 2021.

Tax provision

We recognized a tax provision for the three months ended September 30, 2022 of $9,971 compared to a tax benefit of $86,539 for the three months ended June 30, 2022.

We recorded a significant discrete benefit due to an impairment in the second quarter (see below);

we did not incur as significant of an impairment in the third quarter, resulting in a lower discrete benefit.

The change to the tax provision for the three months ended September 30, 2022 was also driven by the increase in income.

partially offset by excess benefits from stock compensation of $19,445.

The change to the tax provision for the nine months ended September 30, 2022 resulted principally from the windfall on stock compensation, the remeasurement of a deferred income tax liability in conjunction with an internal reorganization and tax benefit associated with the OTTI of the investment in CELSEPAR.

For the nine months ended September 30, 2022, we reflected an excess benefit from stock compensation of $24,381.

Our 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, resulting in a discrete benefit of $76,460 recognized in the first quarter of 2022.

Additionally, in the second and third quarters of 2022, we recognized an impairment on the value of this investment, resulting in a further discrete benefit of $122,440.

This increase in tax benefit for the nine months ended September 30, 2022 was partially offset by an increase in pretax income for certain profitable operations, including GMLP and Hygo.

(Loss) income from equity method investments

We recognized losses from our investments in Hilli and CELSEPAR of $31,734 and $322,692 for the three months ended September 30, 2022 and June 30, 2022, respectively.

In connection with the announcement of the Sergipe Sale, we recognized an other than temporary impairment of the investment in CELSEPAR of $23,760 , as compared to $345,447 recognized during the three months ended June 30, 2022.

Income from our investment in CELSEPAR was primarily impacted by changes in foreign currency remeasurement of the Nanook finance lease obligation.

CELSEPAR recognized a remeasurement loss of $9,171 for the three months ended September 30, 2022 as compared to a remeasurement loss of $28,788 for the three months ended June 30, 2022.

We recognized loss from our investments in Hilli and CELSEPAR of $354,426 for the nine months ended September 30, 2022.

For the nine months ended September 30, 2021, during the period after the completion of the Mergers, we recognized income from our investments in Hilli and CELSEPAR of $22,958.

The loss in the current year was primarily driven by an other than temporary impairment of the investment in CELSEPAR of $369,207 recognized in connection with the Sergipe Sale.

Factors Impacting Comparability of Our Financial Results

Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future, principally for the following reasons:

• Our historical financial results do not reflect the recently completed Vessel Financing Transaction and Sergipe Sale.

We completed the Vessel Financing Transaction in the third quarter of 2022.

Of the proceeds received, we have reflected $1,418,632 as a financing on our condensed consolidated balance sheet, and we expected to recognize additional interest expense in future periods.

After closing this transaction, we no longer recognize revenue from the sales-type lease of the Nanook to CELSE and the related operating services agreement.

We are the accounting owner of other vessels sold in the Vessel Financing Transaction, and accordingly, we continue to record the vessels as property, plant and equipment on our balance sheet and recognize depreciation expense over the remaining useful lives of these vessels.

Also, as the accounting owner, we will continue to recognize revenue and operating expenses from third-party charters of these vessels.

After the completion of the Sergipe Sale in October 2022, we will no longer include the results of our equity method investment in CELSEPAR in our financial statements.

For the three and nine months ended September 30, 2022, we recognized losses of $44,559 and $397,874, respectively, in Loss (income) from equity method investments in our condensed consolidated statements of operations and comprehensive income (loss).

The results of operations of the Sergipe Power Plant have also been included in our Terminal and Infrastructure segment results, contributing segment operation margin of $31,249 and $95,554 for the three and nine months ended September 30, 2022, respectively.

Finally, we have recognized an other than temporary impairment on our investment in CELSEPAR of $369,207, which would not recur after the Sergipe Sale is completed.

• Our historical financial results do not reflect new LNG supply agreements or our Fast LNG solution that will lower the cost of our LNG supply.

We currently purchase the majority of our supply of LNG from third parties, sourcing approximately 97% of our LNG volumes from third parties for the nine months ended September 30, 2022.

We have entered into supply agreements to secure supply of LNG volumes equal to approximately 100% of our expected needs for our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Facility and Puerto Sandino Facility for the next six years;

pricing under these agreements is indexed to Henry Hub, resulting in expected pricing below our historical supply agreements.

We also anticipate that the deployment of Fast LNG floating liquefaction facilities will significantly lower the cost of our LNG supply and reduce our dependence on third-party suppliers.

Since August 2021, LNG prices have increased materially.

Due to this significant increase in market pricing of LNG, we have optimized our supply portfolio to sell a portion of our committed cargos in the market with delivery throughout 2022 and 2023, and these cargo sales are expected to increase our 2022 and 2023 revenues and results of operations .

• Our historical financial results do not include significant projects that are near completion or in development.

Our results of operations for the three and nine months ended September 30, 2022 include our Montego Bay Facility, Old Harbour Facility, San Juan Facility, certain industrial end-users and our Miami Facility.

We recently placed a portion of our La Paz Facility into service, and in the fourth quarter of 2021, our revenue and results of operations began to be impacted by operations in Mexico.

We have executed short-form agreements to extend our supply of natural gas to multiple CFE power generation facilities in Baja California Sur and are in the process of finalizing long-form agreements to commemorate all binding terms.

We are also continuing to develop of our Puerto Sandino Facility, and our current results do not include revenue and operating results from these projects.

Our current results also exclude other developments, including the Barcarena Facility, Santa Catarina Facility and Ireland Facility.

Liquidity and Capital Resources

We believe we will have sufficient liquidity from proceeds from recent borrowings, access to additional capital sources and cash flow from operations to fund our capital expenditures and working capital needs for the next 12 months and the reasonably foreseeable future.

We expect to fund our current operations and continued development of additional facilities through cash on hand, borrowings under our debt facilities, including the Vessel Financing Transaction, the completion of the Sergipe Sale and cash generated from operations.

We may also opportunistically elect to generate additional liquidity through future debt or equity issuances and asset sales to fund developments and transactions.

We have historically funded our developments through proceeds from our IPO and debt and equity financing, most recently as follow s (below terms defined in our Annual Report):

• In April 2021, we issued $1,500,000 of 2026 Notes;

we also entered into the $200,000 Revolving Facility that has a term of approximately five years.

In February and May 2022, we amended the Revolving Facility to increase the borrowing capacity by $115,000 and $125,000 , respectively, for a total capacity under the Revolving Facility of $440,000.

• In January 2022, we entered into an agreement for the issuance of the South Power 2029 Bonds (defined below) secured by our CHP Facility (defined below).

Through September 30, 2022, we have received proceeds of $221,824 from the issuance of South Power 2029 Bonds.

• In August 2022, we completed the Vessel Financing Transaction, receiving cash proceeds of approximately $1.85 billion.

We used $882,450 of the proceeds for the repayment of the existing Vessel Term Loan and existing sale leaseback facilities.

• Upon closing of the Sergipe Sale in the fourth quarter of 2022, we received proceeds of approximately $530,000, inclusive of approximately $20,000 of proceeds received from the two foreign currency contingent, non-deliverable forwards that were entered into to manage foreign currency impacts of the sale .

We have assumed total committed expenditures for all completed and existing projects to be approximately $2,627 million, with approximately $1,899 million having already been spent through September 30, 2022.

This estimate represents the committed expenditures for our Fast LNG project, as well as committed expenditures necessary to complete the La Paz Facility, Puerto Sandino Facility, Barcarena Facility and the Santa Catarina Facility.

We expect to be able to fund all such committed projects and future developments, including future Fast LNG projects, with a combination of cash on hand, cash flows from operations and proceeds from the Sergipe Sale and Vessel Financing Transaction.

We may also enter into other financing arrangements to generate proceeds to fund our developments.

Given the meaningful cash flow we generate, our board of directors may evaluate our dividend policy, including whether to declare one or more special dividends, to return capital to shareholders, and the amount of any such dividends could be substantial.

As of September 30, 2022, we have spent approximately $128 million to develop the Pennsylvania Facility.

Approximately $22 million of construction and development costs have been expensed as we have not issued a final notice to proceed to our engineering, procurement and construction contractors.

Cost for land, as well as engineering and equipment that could be deployed to other facilities and associated financing costs of approximately $106 million, has been capitalized, and to date, we have repurposed approximately $17 million of engineering and equipment to our Fast LNG project.

We intend to apply for updated permits for the Pennsylvania Facility with the aim of obtaining these permits to coincide with the commencement of construction activities.

Contractual Obligations

We are committed to make cash payments in the future pursuant to certain contracts.

The following table summarizes certain contractual obligations in place as of September 30, 2022.

(in thousands of $) Total Less than Year 1 Years 2 to 3 Year 4 to 5 More than

Long-term debt obligations $ 5,240,395 $ 22,708 $ 633,729 $ 3,164,817 $ 1,419,141

Purchase obligations 27,235,607 366,561 3,007,868 2,421,959 21,439,219

Lease obligations 524,236 20,372 149,993 117,212 236,659

Total $ 33,000,238 $ 409,641 $ 3,791,590 $ 5,703,988 $ 23,095,019

Long-term debt obligations

For information on our long-term debt obligations, see “—Liquidity and Capital Resources—Long-Term Debt.” The amounts included in the table above are based on the total debt balance, scheduled maturities, and interest rates in effect as of September 30, 2022.

Purchase obligations

We are party to contractual purchase commitments for the purchase, production and transportation of LNG and natural gas, as well as engineering, procurement and construction agreements to develop our terminals and related infrastructure.

Our commitments to purchase LNG and natural gas are principally take-or-pay contracts, which require the purchase of minimum quantities of LNG and natural gas, and these commitments are designed to assure sources of supply and are not expected to be in excess of normal requirements.

For purchase commitments priced based upon an index such as Henry Hub, the amounts shown in the table above are based on the spot price of that index as of September 30, 2022.

We have secured supply of LNG for approximately 100% of our expected needs for our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Facility and Puerto Sandino Facility for the next six years.

We have construction purchase commitments in connection with our development projects, including the La Paz Facility, Puerto Sandino Facility, Barcarena Facility, Santa Catarina Facility, as well as our Fast LNG solution.

Commitments included in the table above include commitments under engineering, procurement and construction contracts where a notice to proceed has been issued.

Lease obligations

Future minimum lease payments under non-cancellable lease agreements, inclusive of fixed lease payments for renewal periods we are reasonably certain will be exercised, are included in the above table.

Fixed lease payments for short-term leases are also included in the table above.

Our lease obligations are primarily related to LNG vessel time charters, marine port leases, ISO tank leases, office space and a land lease.

As of September 30, 2022, we had seven vessels under time charter leases with remaining non-cancellable terms ranging from one month to ten years.

The lease commitments in the table above include only the lease component of these arrangements due over the non-cancellable term and does not include any operating services.

We have leases for port space and a land site for the development of our facilities.

Terms for leases of port space range from 20 to 25 years.

The land site lease is held with an affiliate of the Company and has a remaining term of approximately five years with an automatic renewal term of five years for up to an additional 20 years.

During 2020, we executed multiple lease agreements for the use of ISO tanks, and we began to receive these ISO tanks and the lease terms commenced during the second quarter of 2021.

The lease term for each of these leases is five years and expected payments under these lease agreements have been included in the above table.

Office space includes space shared with affiliated companies in New York, as well as offices in Houston, Miami, New Orleans, and Rio de Janeiro, which have lease terms between two to ten years.

The following table summarizes the changes to our cash flows for the nine months ended September 30, 2022 and September 30, 2021, respectively :

Nine Months Ended September 30,

(in thousands of $) 2022 2021 Change

Cash flows from:

Operating activities $ 91,105 $ (139,687) $ 230,792

Investing activities (195,960) (2,031,158) 1,835,198

Financing activities 249,710 1,874,149 (1,624,439)

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 144,855 $ (296,696) $ 441,551

Cash provided by (used in) operating activities

Our cash flow provided by (used in) operating activities was $91,105 for the nine months ended September 30, 2022, which increased by $230,792 from cash used in operating activities of $139,687 for the nine months ended September 30, 2021.

Our net income for the nine months ended September 30, 2022, when adjusted for non-cash items, increased by $469,144 from the nine months ended September 30, 2021.

Changes in working capital accounts, primarily increases in accounts receivable, accounts payable and accrued liabilities, partially offset the additional net income in 2022.

Cash (used in) investing activities

Our cash flow used in investing activities was $195,960 for the nine months ended September 30, 2022, which decreased by $1,835,198 from cash used in investing activities of $2,031,158 for the nine months ended September 30, 2021.

Cash outflows for investing activities during the nine months ended September 30, 2022 were used for continued development of our Fast LNG solution, Santa Catarina Facility, and Barcarena Facility.

Cash outflows were offset by proceeds of $593,000 from the sale of the finance lease of the Nanook.

Cash used for the Mergers, net of cash acquired was $1,586,042 for the nine months ended September 30, 2021.

Cash outflows for investing activities during the nine months ended September 30, 2021 were also used for continued development of the Puerto Sandino Facility, Barcarena Facility, Santa Catarina Facility, as well as our Fast LNG solution.

Cash provided by financing activities

Our cash flow provided by financing activities was $249,710 for the nine months ended September 30, 2022, which decreased by $1,624,439 from cash used in financing activities of $1,874,149 for the nine months ended September 30, 2021.

Cash provided by financing activities during the nine months ended September 30, 2022 was due to proceeds from issuance of debt of $1,932,020, offset by repayments of debt of $1,518,471, payment of dividends of $75,149 and payments related to tax withholdings for shared-based compensation of $72,597.

Cash provided by financing activities during the nine months ended September 30, 2021 was due to proceeds received from the borrowings under the 2026 Notes of $1,500,000, the draw of $200,000 on the Revolving Facility, and the draw of $430,000 million on the Vessel Term Loan Facility.

The proceeds received were further offset by financing fees paid in connection with the borrowings, tax payments for equity compensation made on behalf of employees and dividends paid for the nine months ended September 30, 2021.

Long-Term Debt and Preferred Stock

The terms of our debt instruments and associated obligations have been described in our Annual Report.

There have been no significant changes to the terms of our outstanding debt, covenant requirements or payment obligations, other than described below.

South Power 2029 Bonds

The CHP Facility was secured by a mortgage over the lease of the site on which our CHP Plant is located and related security.

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 and second quarters of 2022, South Power issued $121,824, of South Power 2029 Bonds for a total amount outstanding of $221,824 as of September 30, 2022 .

The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50% and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029.

Interest payments on outstanding principal balances are due quarterly.Principal payments and interest payments on the South Power 2029 Bonds are guaranteed by NFE.

South Power is 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.

Obligation under Vessel Financing Transaction

In connection with the Vessel Financing Transaction, we entered into long-term time charter agreements for certain vessels for periods of up to 20 years.

Vessels chartered to us at the time of closing were classified as finance leases.

Additionally, our charter of other certain vessels will commence only upon the expiration of the vessel's existing third-party charters.

These forward starting charters prevented the recognition of a sale of the vessels to Energos.

As such, we accounted for the Vessel Financing Transaction as a failed sale-leaseback and have recorded a financing obligation for consideration received from the Purchaser.

We continue to be the owner for accounting purposes of vessels included Vessel Financing Transaction (except the Nanook ), and as such, we will recognize revenue and operating expenses related to vessels under charter to third parties.

Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation.

The effective interest rate on this financing obligation is approximately 16% .

Vessel Term Loan Facility

On August 3, 2022, we exercised the accordion feature under the Vessel Term Loan Facility, drawing $115,000, increasing the total principal outstanding to $498,929.

Net proceeds of $113,850 were received, and origination and other fees of $1,150 were deferred as a reduction to the balance of the Vessel Term Loan Facility.

As part of the Vessel Financing Transaction, all amounts outstanding under the Vessel Term Loan Facility, including this additional principal draw, were repaid.

Unamortized deferred financing costs of $5,367 were recognized as Loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income (loss).

Debenture Loan

As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures due September 2024 (the “Debenture Loan”).

As of June 30, 2022, BRL 197.1 million ($37.9 million) was outstanding.

In the third quarter of 2022, we repaid the Debenture Loan;

unamortized adjustments to the fair value of the Debenture Loan recognized as a result of the Mergers of $548 was recognized as Loss on extinguishment of debt, net in the condensed consolidated statement of operations and comprehensive income (loss).

Barcarena Term Loan

In the third quarter of 2022, certain of our indirect subsidiaries entered into a financing agreement to borrow up to $200,000 due upon maturity in February 2024 (the “Barcarena Term Loan”);

proceeds will be utilized to fund construction of the Barcarena Facility.

The initial principal balance funded was $100,238.

Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to Secured Overnight Financing Rate ("SOFR") plus 4.70%.

Additionally, undrawn balances incur a commitment fee of 1.9%.

No prepayment premiums are due for principal repayment made after April 2023;

principal repayments prior to this date incur fees based on a declining schedule.

The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Facility.

We are required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions.

As part of the Vessel Financing Transaction, we exercised our option to repurchase the Penguin, Celsius, and Nanook vessels for a total payment of $380,176.

After exercising the repurchase options, we no longer have a controlling financial interest in these VIEs and deconsolidated the VIEs.

We recognized a loss of $9,082 from exiting this financing arrangements in loss on extinguishment of debt, net in the condensed consolidated statements of operations and comprehensive income (loss).

Debt and lease restrictions

The Company is 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 September 30, 2022.

Off Balance Sheet Arrangements

As of September 30, 2022 and December 31, 2021, we had no off-balance sheet arrangements that may have a current or future material effect on our consolidated financial position or operating results .

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report.

As of September 30, 2022, there have been no significant changes to our critical accounting estimates since our Annual Report, except as noted below.

Vessel Financing Transaction

The Vessel Financing Transaction resulted in both (1) the sale of the net investment in the finance lease related to the sales-type lease of the Nanook under Accounting Standards Codification ("ASC") 860 and (2) a failed sale leaseback financing transaction under ASC 842.

We allocated the proceeds received between the sale of the financial asset, resulting in a loss on the sale of this financial asset, and the financing obligation.

The allocation was derived from the fair value of the net investment in the finance lease and the determination of the fair value of the lease payment streams for each of the leaseback charters, each determined as of the transaction date.

Determining the fair value of each of these components required management to use significant judgment and estimates, including the selection of appropriate valuation methodologies, estimates of projected lease payment streams and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain.

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances signal that the carrying value of the assets may not be recoverable based on indicators, such as the acceptance of a purchase price from a market participant which is lower than the asset carrying value.

Equity method investments are assessed for an other than temporary loss impairment whenever factors such as an offered purchase price from a market participant is lower than the carrying value of the investment.

In the second quarter of 2022, we considered whether there was any indication of impairment of the equity method investment in CELSEPAR and the long-lived assets of CEBARRA due to the Sergipe Sale.

NFE determined that there was an OTTI of the CELSEPAR equity method investment and an impairment of CEBARRA long-lived assets.

The decline in fair value of these investments was driven by the impact of significant increases in risk-free rates to future cash flows, as well as the country specific risk premium observed in connection with where such investment is held, in the second quarter of 2022.

Our estimate of fair value used in the impairment assessments was based on the purchase price in the SPA, as adjusted by contractual adjustments expected to be made to this purchase price.

Judgments used to estimate the fair value included the estimation of expected adjustment to the purchase price and the allocation of the purchase price between CELSEPAR and CEBARRA.

We closed the Sergipe Sale in October 2022;

additional losses upon closing may be incurred due to the recognition of transaction costs that are not included in the measurement of OTTI.

Recent Accounting Standards

For descriptions of recently issued accounting standards, see “Note 3.

Adoption of new and revised standards” to our notes to condensed consolidated financial statements included elsewhere in this Quarterly Report.

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