New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of September 30, 2023 and December 31, 2022 (Unaudited, in thousands of U.S. dollars, except share amounts) September 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 171,329 $ 675,492 Restricted cash 66,162 165,396 Receivables, net of allowances of $ 1,133 and $ 884 , respectively 360,820 280,313 Inventory 103,331 39,070 Prepaid expenses and other current assets, net 164,559 226,883 Total current assets 866,201 1,387,154 Construction in progress 4,789,799 2,418,608 Property, plant and equipment, net 2,563,871 2,116,727 Equity method investments 139,058 392,306 Right-of-use assets 474,483 377,877 Intangible assets, net 67,443 85,897 Goodwill 776,760 776,760 Deferred tax assets, net 8,074 8,074 Other non-current assets, net 110,681 141,679 Total assets $ 9,796,370 $ 7,705,082 Liabilities Current liabilities Current portion of long-term debt and short-term borrowings $ 270,547 $ 64,820 Accounts payable 892,924 80,387 Accrued liabilities 435,692 1,162,412 Current lease liabilities 142,296 48,741 Other current liabilities 169,744 52,878 Total current liabilities 1,911,203 1,409,238 Long-term debt 5,897,528 4,476,865 Non-current lease liabilities 318,082 302,121 Deferred tax liabilities, net 27,206 25,989 Other long-term liabilities 63,789 49,010 Total liabilities 8,217,808 6,263,223 Commitments and contingencies (Note 19) Stockholders’ equity Class A common stock, $ 0.01 par value, 750 million shares authorized, 205.0 million issued and outstanding as of September 30, 2023; 208.8 million issued and outstanding as of December 31, 2022 2,050 2,088 Additional paid-in capital 1,039,428 1,170,254 Retained earnings 331,282 62,080 Accumulated other comprehensive income 63,312 55,398 Total stockholders’ equity attributable to NFE 1,436,072 1,289,820 Non-controlling interest 142,490 152,039 Total stockholders’ equity 1,578,562 1,441,859 Total liabilities and stockholders’ equity $ 9,796,370 $ 7,705,082 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the three and nine months ended September 30, 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, 2023 2022 2023 2022 Revenues Operating revenue $ 420,868 $ 632,684 $ 1,417,175 $ 1,529,999 Vessel charter revenue 67,287 92,860 209,651 260,414 Other revenue 26,307 6,386 28,112 31,490 Total revenues 514,462 731,930 1,654,938 1,821,903 Operating expenses Cost of sales (exclusive of depreciation and amortization shown separately below) 191,920 393,830 602,626 874,529 Vessel operating expenses 11,613 20,318 36,347 61,910 Operations and maintenance 60,819 22,033 121,187 65,691 Selling, general and administrative 49,107 67,601 157,048 165,952 Transaction and integration costs 2,739 5,620 4,787 12,387 Depreciation and amortization 48,670 35,793 125,160 106,439 Asset impairment expense — — — 48,109 Total operating expenses 364,868 545,195 1,047,155 1,335,017 Operating income 149,594 186,735 607,783 486,886 Interest expense 64,822 63,588 200,891 156,344 Other (income) expense, net ( 2,271 ) 10,214 16,150 ( 31,613 ) Loss on extinguishment of debt, net — 14,997 — 14,997 Income before income from equity method investments and income taxes 87,043 97,936 390,742 347,158 Income (loss) from equity method investments 489 ( 31,734 ) 12,738 ( 354,426 ) Tax provision (benefit) 25,194 9,971 69,476 ( 126,249 ) Net income 62,338 56,231 334,004 118,981 Net (income) loss attributable to non-controlling interest ( 1,117 ) 5,617 ( 3,329 ) 11,371 Net income attributable to stockholders $ 61,221 $ 61,848 $ 330,675 $ 130,352 Net income per share – basic $ 0.30 $ 0.30 $ 1.60 $ 0.62 Net income per share – diluted $ 0.30 $ 0.29 $ 1.59 $ 0.62 Weighted average number of shares outstanding – basic 205,032,928 209,629,936 206,249,474 209,749,139 Weighted average number of shares outstanding – diluted 205,032,928 209,800,427 206,804,833 209,869,058 Other comprehensive income (loss): Net income $ 62,338 $ 56,231 $ 334,004 $ 118,981 Currency translation adjustment ( 11,356 ) ( 33,087 ) 7,693 48,040 Comprehensive income 50,982 23,144 341,697 167,021 Comprehensive (income) loss attributable to non-controlling interest ( 795 ) 6,085 ( 3,108 ) 11,029 Comprehensive income attributable to stockholders $ 50,187 $ 29,229 $ 338,589 $ 178,050 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three and nine months ended September 30, 2023 and 2022 (Unaudited, in thousands of U.S. dollars, except share amounts) Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Balance as of December 31, 2022 208,770,088 $ 2,088 $ 1,170,254 $ 62,080 $ 55,398 $ 152,039 $ 1,441,859 Net income — — — 150,206 — 1,360 151,566 Other comprehensive income — — — — 1,946 195 2,141 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 income — — — 119,248 — 852 120,100 Other comprehensive income (loss) — — — — 17,002 ( 94 ) 16,908 Share-based compensation expense — — 1,179 — — — 1,179 Issuance of shares for vested share-based compensation awards 689,401 3 — — — — 3 Shares withheld from employees related to share-based compensation, at cost ( 328,083 ) — ( 9,519 ) — — — ( 9,519 ) Dividends — — — ( 20,503 ) — ( 6,619 ) ( 27,122 ) Balance as of June 30, 2023 205,031,406 $ 2,050 $ 1,039,201 $ 290,564 $ 74,346 $ 144,714 $ 1,550,875 Net income — — — 61,221 — 1,117 62,338 Other comprehensive loss — — — — ( 11,034 ) ( 322 ) ( 11,356 ) Share-based compensation expense — — 227 — — — 227 Dividends — — — ( 20,503 ) — ( 3,019 ) ( 23,522 ) Balance as of September 30, 2023 205,031,406 $ 2,050 $ 1,039,428 $ 331,282 $ 63,312 $ 142,490 $ 1,578,562 3 Table of Contents Class A common stock Additional paid-in capital Retained earnings (Accumulated deficit) Accumulated other comprehensive income (loss) Non- controlling interest Total stockholders’ equity Shares Amount Balance as of December 31, 2021 206,863,242 $ 2,069 $ 1,923,990 $ ( 132,399 ) $ ( 2,085 ) $ 202,479 $ 1,994,054 Net income — — — 238,269 — 2,912 241,181 Other comprehensive income — — — — 118,874 1,956 120,830 Share-based compensation expense — — 880 — — — 880 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 ) Dividends — — ( 20,754 ) — — ( 3,019 ) ( 23,773 ) Balance as of March 31, 2022 207,542,351 $ 2,076 $ 1,888,842 $ 105,870 $ 116,789 $ 204,328 $ 2,317,905 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2023 and 2022 (Unaudited, in thousands of U.S. dollars) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities Net income $ 334,004 $ 118,981 Adjustments for: Depreciation and amortization 125,853 107,185 (Earnings) losses of equity method investees ( 12,738 ) 354,426 Dividends received from equity method investees 5,830 23,195 Change in market value of derivatives ( 2,672 ) ( 6,700 ) Deferred taxes 1,217 ( 203,026 ) Asset impairment expense — 48,109 Earnings recognized from vessels chartered to third parties transferred to Energos ( 112,608 ) ( 14,341 ) Loss on the disposal of equity method investment 37,401 — Loss on extinguishment of debt — 14,997 Loss on sale of net investment in lease — 11,592 Other 2,211 15,464 Changes in operating assets and liabilities: (Increase) in receivables ( 86,743 ) ( 287,748 ) (Increase) in inventories ( 29,238 ) ( 28,078 ) Decrease (Increase) in other assets 56,512 ( 93,329 ) Decrease in right-of-use assets 68,360 51,265 Increase (decrease) in accounts payable/accrued liabilities 73,211 ( 10,487 ) Increase (decrease) in amounts due to affiliates 1,613 ( 3,220 ) (Decrease) in lease liabilities ( 56,908 ) ( 47,237 ) Increase in other liabilities 131,879 40,057 Net cash provided by operating activities 537,184 91,105 Cash flows from investing activities Capital expenditures ( 2,191,605 ) ( 787,166 ) Sale of equity method investment 100,000 — Proceeds from sale of net investment in lease — 593,000 Other investing activities 26,043 ( 1,794 ) Net cash used in investing activities ( 2,065,562 ) ( 195,960 ) Cash flows from financing activities Proceeds from borrowings of debt 1,768,715 1,932,020 Payment of deferred financing costs ( 18,064 ) ( 16,093 ) Repayment of debt ( 104,530 ) ( 1,518,471 ) Payments related to tax withholdings for share-based compensation ( 9,519 ) ( 72,597 ) Payment of dividends ( 700,440 ) ( 75,149 ) Other financing activities ( 12,090 ) — Net cash provided by financing activities 924,072 249,710 Impact of changes in foreign exchange rates on cash and cash equivalents 923 ( 4,896 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 603,383 ) 139,959 Cash, cash equivalents and restricted cash – beginning of period 855,083 264,030 Cash, cash equivalents and restricted cash – end of period $ 251,700 $ 403,989 Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ 641,967 $ 112,886 Principal payments on financing obligation to Energos by third party charterers ( 52,035 ) ( 5,438 ) Shares received in Hilli Exchange ( 122,754 ) — 5 Table of Contents Investment in Energos — 129,518 Non-cash financing — 41,264 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: Nine Months Ended September 30, 2023 2022 Cash and cash equivalents $ 171,329 $ 364,313 Current restricted cash 66,162 24,204 Non-current restricted cash — 2,581 Cash and cash equivalents classified as held for sale 14,209 12,891 Cash, cash equivalents and restricted cash – end of period $ 251,700 $ 403,989 Cash and cash equivalents as of September 30, 2023 and 2022 includes $ 14,209 and $ 12,891 , respectively, which have been classified as assets held for sale and included in Other current assets on the condensed consolidated balance sheets. The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, 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, 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. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. 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. 3. Adoption of new and revised standards 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. 4. Revenue recognition Operating revenue in the condensed consolidated statements of operations and comprehensive income (loss) 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. The Company did no t have any LNG cargo sales in the third quarter of 2023. For the nine months ended September 30, 2023, the Company recognized LNG cargo sales to customers of $ 617,138 , which included $ 332,000 of contract settlements. LNG cargo sales for the three and nine months ended September 30, 2022 were $ 350,550 and $ 944,751 , respectively. 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, 2023 and December 31, 2022, receivables related to revenue from contracts with customers totaled $ 351,160 and $ 280,382 , respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $ 1,133 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, and receivables associated with reimbursable costs. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. 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 contract assets and contract liabilities balances as of September 30, 2023 and December 31, 2022 are detailed below: 7 Table of Contents September 30, 2023 December 31, 2022 Contract assets, net - current $ 8,567 $ 8,083 Contract assets, net - non-current 22,176 28,651 Total contract assets, net $ 30,743 $ 36,734 Contract liabilities, net - current $ 69,254 $ 12,748 Contract liabilities, net - non-current 41,818 — Total contract liabilities, net $ 111,072 $ 12,748 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 12,748 $ 2,951 Contract assets are presented net of expected credit losses of $ 326 and $ 401 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, contract assets was comprised of $ 30,603 and $ 36,483 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time. Contract liabilities increased during the nine months ended September 30, 2023 primarily 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 September 30, 2023, the Company has capitalized $ 26,587 of which $ 2,753 of these costs is presented within Prepaid expenses and other current assets, net and $ 23,834 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 Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2023 $ 473,460 2024 2,044,859 2025 1,449,971 2026 528,514 2027 525,643 Thereafter 8,004,334 Total $ 13,026,781 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the 8 Table of Contents variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements 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 in "Note 10 Equity method investments"), 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: September 30, 2023 December 31, 2022 Property, plant and equipment $ 917,563 $ 1,292,957 Accumulated depreciation ( 84,503 ) ( 80,233 ) Property, plant and equipment, net $ 833,060 $ 1,212,724 The components of lease income from vessel operating leases for the three and nine months ended September 30, 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 shown below for the three and nine months ended September 30, 2023 is comprised of revenue from third-party charters of vessels included in the Energos Formation Transaction. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease income $ 66,557 $ 83,188 $ 208,921 $ 235,092 Variable lease income 730 8,238 730 19,470 Total operating lease income $ 67,287 $ 91,426 $ 209,651 $ 254,562 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 $ 5,517 and $ 28,643 for the three and nine months ended September 30, 2022, respectively, related to this finance lease, which was presented within Other revenue in the condensed consolidated statements of operations and comprehensive income (loss). The Company also recognized revenue of $ 1,434 and $ 5,852 for the three and nine months ended September 30, 2022, respectively, 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). 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 September 30, 2023. 9 Table of Contents 5. Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use ("ROU") asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or ROU asset; such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of September 30, 2023 and December 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities consisted of the following: September 30, 2023 December 31, 2022 Operating right-of-use-assets $ 418,265 $ 355,883 Finance right-of-use-assets (1) 56,218 21,994 Total right-of-use assets $ 474,483 $ 377,877 Current lease liabilities: Operating lease liabilities $ 114,536 $ 44,371 Finance lease liabilities 27,760 4,370 Total current lease liabilities $ 142,296 $ 48,741 Non-current lease liabilities: Operating lease liabilities $ 294,972 $ 290,899 Finance lease liabilities 23,110 11,222 Total non-current lease liabilities $ 318,082 $ 302,121 (1) Finance lease ROU assets are recorded net of accumulated amortization of $ 15,582 and $ 2,134 as of September 30, 2023 and December 31, 2022 , respectively. For the three and nine months ended September 30, 2023 and 2022, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fixed lease cost $ 33,840 $ 19,433 $ 73,066 $ 58,346 Variable lease cost 1,435 622 3,036 1,558 Short-term lease cost 11,502 6,204 17,421 12,326 Lease cost - Cost of sales $ 28,409 $ 23,438 $ 59,300 $ 64,453 Lease cost - Operations and maintenance 16,274 1,066 28,322 2,675 Lease cost - Selling, general and administrative 2,094 1,755 5,901 5,102 For the three months ended September 30, 2023 and 2022, the Company has capitalized $ 8,111 and $ 4,005 of lease costs, respectively. For the nine months ended September 30, 2023 and 2022, the Company has capitalized $ 26,816 and $ 15,220 10 Table of Contents of lease costs, respectively. Capitalized costs include 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 are recognized as finance leases. For the three and nine months ended September 30, 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 (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Interest expense related to finance leases $ 1,080 $ 208 $ 2,766 $ 655 Amortization of right-of-use asset related to finance leases 5,888 378 13,448 1,137 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, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash outflows for operating lease liabilities $ 89,326 $ 73,389 Cash outflows for finance lease liabilities 13,582 3,654 Right-of-use assets obtained in exchange for new operating lease liabilities 130,646 135,075 Right-of-use assets obtained in exchange for new finance lease liabilities 47,672 — The future payments due under operating and finance leases as of September 30, 2023 are as follows: Operating Leases Financing Leases Due remainder of 2023 $ 39,454 $ 8,101 2024 137,439 29,997 2025 75,637 12,427 2026 52,744 3,041 2027 52,281 436 Thereafter 187,505 943 Total lease payments $ 545,060 $ 54,945 Less: effects of discounting 135,552 4,075 Present value of lease liabilities $ 409,508 $ 50,870 Current lease liability $ 114,536 $ 27,760 Non-current lease liability 294,972 23,110 As of September 30, 2023, the weighted average remaining lease term for operating leases was 6.4 years and finance leases was 2.2 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, 2023 was 8.8 % and as of December 31, 2022 was 8.5 %. The weighted average discount rate associated with finance leases as of September 30, 2023 was 8.2 % and as of December 31, 2022 was 5.1 %. 11 Table of Contents 6. 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 (loss). 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 (loss). 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 series of commodity swap transactions. Mark-to-market unrealized gains of $ 975 for the three months ended September 30, 2023 and unrealized losses of $ 1,841 for the nine months ended September 30, 2023 on this instrument have been recognized in Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss). Interest rate and currency risk management 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. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. The 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) expense, net in the condensed consolidated statements of operations and comprehensive income (loss). Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The 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 September 30, 2023 and December 31, 2022. 12 Table of Contents The Company uses the income approach when valuing the following financial instruments: ◦ Interest rate swap - The Company did not have any interest rate swaps outstanding as of September 30, 2023. As of December 31, 2022, the Company had an interest rate swap that was recorded within Other non-current assets 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 September 30, 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 liabilities associated with these derivative liabilities are recorded within Other current liabilities and Other long-term liabilities on the condensed consolidated balance sheets based on the timing of expected settlement. 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 September 30, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total September 30, 2023 Assets Investment in equity securities $ — $ — $ 7,678 $ 7,678 Liabilities Commodity swap $ — $ 1,841 $ — $ 1,841 Contingent consideration derivative liabilities — — 40,946 40,946 December 31, 2022 Assets Investment in equity securities $ 10,128 $ — $ 7,678 $ 17,806 Interest rate swap — 11,650 — 11,650 Commodity swap — 104,797 — 104,797 Liabilities 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 September 30, 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 (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022: 13 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contingent consideration derivative liabilities - Fair value adjustment - (gain) / loss $ ( 2,722 ) $ 177 $ ( 5,757 ) $ 1,161 Foreign currency forward purchase - (gain) — ( 2,923 ) — ( 20,394 ) During the nine months ended September 30, 2023 and 2022, the Company had no settlements or transfers in or out of Level 3 in the fair value hierarchy. 7. Restricted cash As of September 30, 2023 and December 31, 2022, restricted cash consisted of the following: September 30, 2023 December 31, 2022 Cash restricted under the terms of loan agreements $ 3,825 $ 124,085 Collateral for letters of credit and performance bonds 62,337 41,392 Collateral for interest rate swaps — 2,500 Total restricted cash $ 66,162 $ 167,977 Current restricted cash $ 66,162 $ 165,396 Non-current restricted cash — 2,581 As of September 30, 2023, the balance presented as collateral for letters of credit and performance bonds includes $ 21,300 to support a letter of credit to facilitate the purchase of turbines that was completed in the third quarter of 2023. A portion of these turbines will be utilized to support the Company's contract to generate temporary power in Puerto Rico. Use of cash proceeds under the Barcarena Term Loan are restricted to certain payments to construct the Barcarena Power Plant (each as defined in our Annual Report). Non-current restricted cash is presented in Other non-current assets, net on the condensed consolidated balance sheets. 8. Inventory As of September 30, 2023 and December 31, 2022, inventory consisted of the following: September 30, 2023 December 31, 2022 LNG and natural gas inventory $ 73,936 $ 15,398 Automotive diesel oil inventory 9,848 8,164 Bunker fuel, materials, supplies and other 19,547 15,508 Total inventory $ 103,331 $ 39,070 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). In the second quarter of 2023, the Company acquired a spot cargo at a higher cost to obtain a new customer contract. The net realizable value of this cargo was below the cost as of June 30, 2023, and as such, we recognized an adjustment to inventory of $ 6,232 . No adjustments were recorded during the three months ended September 30, 2023 or the nine months ended September 30, 2022. 14 Table of Contents 9. Prepaid expenses and other current assets As of September 30, 2023 and December 31, 2022, prepaid expenses and other current assets consisted of the following: September 30, 2023 December 31, 2022 Prepaid expenses $ 26,831 $ 56,380 Recoverable taxes 68,748 37,504 Commodity swap — 104,797 Due from affiliates 1,542 698 Assets held for sale 48,879 — Other current assets 18,559 27,504 Total prepaid expenses and other current assets, net $ 164,559 $ 226,883 Prepaid expenses as December 31, 2022 included $ 34,882 of prepaid LNG inventory. The Company does no t have any significant prepaid LNG inventory as of September 30, 2023. Other current assets as of September 30, 2023 and December 31, 2022 primarily consists of deposits and the current portion of contract assets (Note 4). 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 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 59 million (approximately $ 12 million using the exchange rate as of September 30, 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 power purchase agreements held by Pecém and Muricy. The sale of Pecém and Muricy was approved by Agência Nacional de Energia Elétrica ("ANEEL") after the balance sheet date; the sale is subject to 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, 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. Assets held for sale include a cash balance of $ 14,209 and $ 11,614 as of September 30, 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. 10. Equity method investments Changes in the balance of the Company’s equity method investments is as follows: September 30, 2023 Equity method investments as of December 31, 2022 $ 392,306 Dividends ( 5,830 ) Equity in earnings of investees 12,738 Sale of equity method investments ( 260,156 ) Equity method investments as of September 30, 2023 $ 139,058 15 Table of Contents The carrying amounts of the Company's equity method investments as of September 30, 2023 and December 31, 2022 are: September 30, 2023 December 31, 2022 Hilli LLC $ — $ 260,000 Energos 139,058 132,306 Total $ 139,058 $ 392,306 As of September 30, 2023, the carrying value of the Company’s equity method investment was less than its proportionate share of the underlying net assets of its investee 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 was amortized to Income (loss) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss) over the remaining estimated useful lives of the underlying assets. Hilli LLC On March 15, 2023, the Company completed a transaction with Golar LNG Limited ("GLNG") 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 Income (loss) from equity method investments in the consolidated statements of operations and comprehensive income (loss) . Upon completion of the Hilli Exchange, a loss on disposal of $ 37,401 was recognized in Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) . 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 first quarter of 2023. Energos In August 2022, the Company completed a transaction (the “Energos Formation Transaction”) with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of 11 vessel to Energos Infrastructure ("Energos") in exchange for approximately $ 1.85 billion in cash and a 20 % equity interest in Energos. 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. For the three and nine months ended September 30, 2023, the Company has recognized earnings from Energos of $ 489 and $ 6,752 . 16 Table of Contents 11. Construction in progress The Company’s construction in progress activity during the nine months ended September 30, 2023 is detailed below: September 30, 2023 Construction in progress as of December 31, 2022 $ 2,418,608 Additions 2,889,770 Impact of currency translation adjustment 13,811 Assets placed in service ( 532,390 ) Construction in progress as of September 30, 2023 $ 4,789,799 Interest expense of $ 201,890 and $ 56,778 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2023 and 2022, respectively. The Company has significant development activities in Latin America as well as the development of the Company's Fast LNG 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 nine months ended September 30, 2023 were primarily focused on Fast LNG and the construction of temporary power generation assets to support the Puerto Rican grid stabilization project; additions to construction in progress in the first nine months of 2023 of $ 2,569,197 were to develop Fast LNG projects and Puerto Rican temporary power. Assets placed in service during 2023 are primarily comprised of assets to support our Puerto Rican temporary power project and our power plant at the Port of Pichilingue in Baja California Sur, Mexico. 12. Property, plant and equipment, net As of September 30, 2023 and December 31, 2022, the Company’s property, plant and equipment, net consisted of the following: September 30, 2023 December 31, 2022 Vessels $ 1,527,684 $ 1,518,839 Terminal and power plant equipment 430,883 218,296 CHP facilities 273,978 123,897 Gas terminals 179,103 177,780 ISO containers and other equipment 148,756 134,324 LNG liquefaction facilities 63,316 63,316 Gas pipelines 66,319 65,985 Land 52,759 52,995 Leasehold improvements 152,962 9,377 Accumulated depreciation ( 331,889 ) ( 248,082 ) Total property, plant and equipment, net $ 2,563,871 $ 2,116,727 The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of September 30, 2023 and December 31, 2022 was $ 1,308,795 and $ 1,328,553 , respectively. Depreciation expense for the three months ended September 30, 2023 and 2022 totaled $ 36,705 and $ 26,326 , respectively, of which $ 230 and $ 222 , 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, 2023 and 2022 totaled $ 92,980 and $ 78,393 , respectively, of which $ 693 and $ 749 , respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss) . 17 Table of Contents 13. Goodwill and intangible assets Goodwill The carrying amount of goodwill was $ 776,760 as of both September 30, 2023 and December 31, 2022 . Intangible assets The following tables summarize the composition of intangible assets as of September 30, 2023 and December 31, 2022: September 30, 2023 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ ( 82,373 ) $ — $ 24,127 3 Permits and development rights 48,217 ( 5,020 ) ( 2,207 ) 40,990 38 Easements 1,556 ( 330 ) — 1,226 30 Indefinite-lived intangible assets Easements 1,191 — ( 91 ) 1,100 n/a Total intangible assets $ 157,464 $ ( 87,723 ) $ ( 2,298 ) $ 67,443 December 31, 2022 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ ( 64,836 ) $ — $ 41,664 3 Permits and development rights 48,217 ( 4,115 ) ( 2,239 ) 41,863 38 Easements 1,556 ( 294 ) — 1,262 30 Indefinite-lived intangible assets Easements 1,191 — ( 83 ) 1,108 n/a Total intangible assets $ 157,464 $ ( 69,245 ) $ ( 2,322 ) $ 85,897 Amortization expense for the three months ended September 30, 2023 and 2022 was $ 6,290 and $ 9,287 , respectively. Amortization expense for the nine months ended September 30, 2023 and 2022 was $ 19,371 and $ 27,589 , respectively. Amortization expense 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 September 30, 2023 and December 31, 2022; no impairment loss was recognized upon classification as held for sale (See Note 9). In the third quarter of 2023, An Bord Pleanála, Ireland's planning commission, denied the Company's application for the development of an LNG terminal and power plant in Shannon, Ireland. The Company is challenging this decision. Capitalized permits and development rights are primarily comprised of capitalized costs related to this project. The Company has concluded that these recent events do not indicate that these assets are not recoverable. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, that could preclude the development of this project, and the results of these risks could have a material effect to the Company's results of operations. 18 Table of Contents 14. Other non-current assets, net As of September 30, 2023 and December 31, 2022, Other non-current assets consisted of the following: September 30, 2023 December 31, 2022 Assets held for sale $ — $ 40,685 Cost to fulfill (Note 4) 23,834 9,773 Contract assets, net (Note 4) 22,176 28,651 Upfront payments to customers 8,715 9,158 Investments in equity securities (Note 6) 7,678 17,806 Other 48,278 35,606 Total other non-current assets, net $ 110,681 $ 141,679 During the third quarter of 2023, the Company sold certain investments in equity securities recognizing a realized loss of $ 374 . The remaining investments in equity securities of $ 7,678 as of September 30, 2023 are investments without a readily determinable fair value. The Company recognized unrealized losses of $ 672 and $ 1,629 on its investments in equity securities for the three months ended September 30, 2023 and 2022, respectively, within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) . The Company recognized an unrealized gain of $ 539 and an unrealized loss of $ 2,720 on its investments in equity securities for the nine months ended September 30, 2023 and 2022, respectively, within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) . 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. 15. Accrued liabilities As of September 30, 2023 and December 31, 2022, accrued liabilities consisted of the following: September 30, 2023 December 31, 2022 Accrued development costs $ 265,061 $ 364,157 Accrued interest 72,970 51,994 Accrued inventory 29,800 45,511 Accrued bonuses 28,378 37,739 Accrued dividend — 626,310 Other accrued expenses 39,483 36,701 Total accrued liabilities $ 435,692 $ 1,162,412 19 Table of Contents 16. Other current liabilities As of September 30, 2023 and December 31, 2022 , other current liabilities consisted of the following: September 30, 2023 December 31, 2022 Derivative liabilities $ 20,045 $ 19,458 Contract liabilities 69,254 12,748 Income tax payable 31,180 6,261 Due to affiliates 9,112 7,499 Liabilities held for sale (See Note 9) 21,407 — Other current liabilities 18,746 6,912 Total other current liabilities $ 169,744 $ 52,878 17. Debt As of September 30, 2023 and December 31, 2022, debt consisted of the following: September 30, 2023 December 31, 2022 Senior Secured Notes, due September 2025 $ 1,245,069 $ 1,243,351 Senior Secured Notes, due September 2026 1,484,944 1,481,639 Vessel Financing Obligation, due August 2042 1,369,701 1,406,091 Revolving Facility 866,600 — Bridge Term Loan, due August 2024 391,764 — South Power 2029 Bonds, due May 2029 216,782 216,177 Equipment Notes, due July 2026 195,399 — Barcarena Term Loan, due February 2024 198,725 194,427 EB-5 Loan, due July 2028 37,256 — Short-term Borrowings 161,835 — Total debt $ 6,168,075 $ 4,541,685 Current portion of long-term debt and short-term borrowings $ 270,547 $ 64,820 Long-term debt 5,897,528 4,476,865 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 $ 6,014,096 and $ 4,327,311 as of September 30, 2023 and December 31, 2022, respectively, and is classified as Level 2 within the fair value hierarchy. Subsequent to September 30, 2023, the Company entered into the BNDES Credit Agreement, Barcarena Debentures and Term Loan B Credit Agreement (each defined and described in Note 24. Subsequent events). Proceeds from these new credit arrangements have been or will be used to refinance the Bridge Term Loan and the Barcarena Term Loan on a long term basis, and as such, these principal balances have been shown as non-current on the condensed consolidated balance sheets as of September 30, 2023. 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. Revolving Facility In April 2021, the Company entered into a $ 200,000 senior secured revolving credit facility (the "Revolving Facility"). 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 will mature in 2026 if the 2025 Notes (as 20 Table of Contents defined in the Annual Report) are refinanced prior to maturity, with the potential for the Company to extend the maturity date of the Revolving Facility once for a one-year increment ; if not, the Revolving Facility becomes due approximately 60 days prior to the maturity of the 2025 Notes. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium. In 2022, the Revolving Facility was amended twice to increase the borrowing capacity by a total of $ 240,000 , and in first three quarters of 2023, the Company entered into amendments which increased the borrowing capacity by $ 426,600 , for a total capacity of $ 866,600 . The amendments did not impact the interest rate or term of the Revolving Facility, and no deferred costs were written off. During the first nine months of 2023, the Company drew $ 866,600 from the Revolving Facility, which is outstanding as of September 30, 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 three quarters of 2023, the Company incurred an additional $ 7,027 in fees in relation to the 2023 amendments. These costs have been capitalized within Other non-current assets on the condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022 , total remaining unamortized deferred financing costs for the Revolving Facility was $ 10,167 and $ 5,172 , respectively. The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries. 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 and onwards. The Company was in compliance with all covenants as of September 30, 2023. Bridge Term Loan Credit Agreement On August 3, 2023, the Company entered into a Bridge Term Loan Credit Agreement (the “Bridge Term Loan Agreement”) pursuant to which the lenders funded term loans (the “Bridge Term Loans”) to the Company in an aggregate principal amount of $ 400,000 . Bridge Term Loan proceeds may be used for working capital and other general corporate purposes. The Bridge Term Loans were to mature on August 1, 2024 and were payable in full on the maturity date. The Bridge Term Loans were repaid in full without penalty using proceeds from the Term Loan B which closed after September 30, 2023 (See Note 24. Subsequent events). The Bridge Term Loans were guaranteed on a senior secured basis by each domestic and foreign subsidiary that is a guarantor under the 2025 Notes, 2026 Notes and Revolving Facility (each as defined in the Annual Report). The Bridge Term Loans were secured by substantially the same collateral as the first lien obligations under the 2025 Notes, 2026 Notes and Revolving Facility. The Bridge Term Loan Agreement contained usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including requirements to maintain certain levels of total debt to capitalization and total first lien debt to EBITDA, and the ratios required to be maintained were consistent with the requirements under the Revolving Facility. The Bridge Term Loans bore interest at a per annum rate equal to Adjusted Term SOFR (as defined in the Bridge Term Loan Agreement) plus 3.50 %. The Company incurred $ 9,628 in origination, structuring and other fees, associated with entry into the Bridge Term Loans Facility. As of September 30, 2023 , total remaining unamortized deferred financing costs for the Bridge Term Loans was $ 8,236 . Equipment Notes In June 2023, the Company executed a Master Loan and Security Agreement with a lender to borrow up to $ 200,000 under promissory notes secured by certain turbines acquired in the first quarter of 2023 to support our grid stabilization project in Puerto Rico (the “Equipment Notes”). During the second and third quarters of 2023, the Company borrowed the full 21 Table of Contents capacity bearing interest at approximately 7.7 %, and the principal is partially repayable in monthly installments over the 36 month term of the loan with the balance due upon maturity in July 2026. The Equipment Notes contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. The Equipment Notes do not contain any restrictive financial covenants. Proceeds received were net of upfront fees due to the lender, and through September 30, 2023, the Company has incurred $ 2,516 in origination, structuring and other fees, associated with entry into the Equipment Notes . As of September 30, 2023 , total remaining unamortized deferred financing costs for the Equipment Notes was $ 2,423 . EB-5 Loan Agreement On July 21, 2023, the Company entered into a loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development and construction of a new green hydrogen facility in Texas. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 100,000 , and outstanding borrowings bear interest at a fixed rate of 4.75 %. The loan matures in 5 years from the initial advance with an option to extend the maturity by two one-year periods. It is expected that the loan will be secured by NFE's green hydrogen facility, and NFE has provided a guarantee of the obligations under the EB-5 Loan Agreement. In the third quarter of 2023, $ 37,928 was funded under the EB-5 Loan Agreement. The EB-5 Loan Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. The EB-5 Loan Agreement does not contain any restrictive financial covenants. The Company has incurred $ 693 in origination, structuring and other fees, associated with entry into the EB-5 Loan Agreement. As of September 30, 2023 , total remaining unamortized deferred financing costs for the EB-5 Loan Agreement was $ 672 . Short-term Borrowings The Company may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby the Company sells to the financial institution an LNG cargo and concurrently enters into an agreement to repurchase the same LNG cargo immediately with the repurchase price payable at a future date, generally not to exceed 90-days from the date of the sale and repurchase (the “Short-term Borrowings”). As of September 30, 2023, the Company had $ 161,835 due under repurchase arrangements with a weighted average interest rate of 9.74 %. 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, 2023 and 2022 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Interest per contractual rates $ 89,908 $ 58,740 $ 229,327 $ 174,751 Interest expense on Vessel Financing Obligation 52,373 29,340 159,168 29,340 Amortization of debt issuance costs, premiums and discounts 4,777 2,583 11,520 8,376 Interest expense incurred on finance lease obligations 1,080 208 2,766 655 Total interest costs $ 148,138 $ 90,871 $ 402,781 $ 213,122 Capitalized interest 83,316 27,283 201,890 56,778 Total interest expense $ 64,822 $ 63,588 $ 200,891 $ 156,344 Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 37,285 and $ 119,648 f or the three and nine months ended September 30, 2023 related to payments received by Energos from third-party charterers. 22 Table of Contents 18. Income Taxes The effective tax rate for the three months ended September 30, 2023 was 28.8 % compared to 15.1 % for the three months ended September 30, 2022 . The total tax provision for the three months ended September 30, 2023 was $ 25,194 compared to a provision of $ 9,971 for the three months ended September 30, 2022 . The Company’s current and prior year interim period effective tax rate and tax provision differ primarily due to significant discrete items recognized in the prior year including the windfalls from share-based compensation and the other-than-temporary impairment recognized on the Company's investment in CELSEPAR. The effective tax rate for the nine months ended September 30, 2023 was 17.2 % compared to 1,737.1 % for the nine months ended September 30, 2022 . The total tax provision for the nine months ended September 30, 2023 was $ 69,476 compared to a benefit of $ 126,249 for the nine months ended September 30, 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 nine months of 2023. 19. Commitments and contingencies The Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 20. Earnings per share Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 62,338 $ 56,231 $ 334,004 $ 118,981 Net (income) loss attributable to non-controlling interests ( 1,117 ) 5,617 ( 3,329 ) 11,371 Net income attributable to Class A common stock $ 61,221 $ 61,848 $ 330,675 $ 130,352 Denominator: Weighted-average shares - basic 205,032,928 209,629,936 206,249,474 209,749,139 Net income per share - basic $ 0.30 $ 0.30 $ 1.60 $ 0.62 Diluted Numerator: Net income (loss) $ 62,338 $ 56,231 $ 334,004 $ 118,981 Net (income) loss attributable to non-controlling interests ( 1,117 ) 5,617 ( 3,329 ) 11,371 Adjustments attributable to dilutive securities — — ( 1,113 ) — Net income (loss) attributable to Class A common stock 61,221 61,848 329,562 130,352 Denominator: Weighted-average shares - diluted 205,032,928 209,800,427 206,804,833 209,869,058 Net income per share - diluted $ 0.30 $ 0.29 $ 1.59 $ 0.62 23 Table of Contents 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. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Equity Agreement shares (1) 555,359 422,680 — 422,680 Total 555,359 422,680 — 422,680 (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 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 $ 20,503 and $ 20,756 during the three months ended September 30, 2023 and 2022 , respectively, representing $ 0.10 per Class A share. The Company declared and paid dividends of $ 61,473 and $ 62,092 during the nine months ended September 30, 2023 and 2022 , respectively, representing $ 0.10 per Class A share. During each of the three months ended September 30, 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”). During each of the nine months ended September 30, 2023 and 2022, the Company paid dividends of $ 9,057 to holders of the 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. 21. Share-based compensation 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. As of September 30, 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 Compensation Cost (1) Weighted Average Remaining Vesting Period 2022 Grant 746,296 0 to 1,492,592 — $ 47,797 0.25 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. 22. Related party transactions Management services Messrs. 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 $ 1,643 and $ 1,117 for the three months ended September 30, 2023 and 2022, respectively, and totaled $ 4,284 and $ 3,776 for the nine months ended September 30, 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 (loss) . As of September 30, 2023 and December 31, 2022, $ 4,130 and $ 4,629 were due to Fortress, respectively. 24 Table of Contents 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 rates, charter costs of $ 523 and $ 750 for the three months ended September 30, 2023 and 2022, respectively, and $ 1,934 and $ 2,897 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, $ 1,216 and $ 416 was due to this affiliate, respectively. Fortress affiliated entities The Company provides certain administrative services to related parties including Fortress affiliated entities. 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 September 30, 2023 and 2022, $ 280 and $ 99 of rent and office related expenses were incurred by these affiliates, respectively. For the nine months ended September 30, 2023 and 2022, $ 821 and $ 491 of rent and office related expenses were incurred by these affiliates, respectively. As of September 30, 2023 and December 31, 2022, $ 1,456 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 $ 767 and $ 663 for the three months ended September 30, 2023 and 2022, respectively, and $ 2,016 and $ 1,845 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, $ 3,698 and $ 2,455 were d ue to Fortress affiliated entities, respectively. Land leases The Co mpany has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 126 and $ 103 during the three months ended September 30, 2023 and 2022, respectively, and $ 378 and $ 310 during the nine months ended September 30, 2023 and 2022, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income (loss). The Company has amounts due to FECI of $ 69 and $ 0 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company has recorded a lease liability of $ 3,363 and $ 3,340 , respectively, on the condensed consolidated balance sheets. In September 2023, the Company entered into a lease agreement to lease land from Jefferson Terminal South LLC, which is an indirect, majority-owned subsidiary of a public company which is managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 30 during three months ended and nine months ended September 30, 2023, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income (loss). The Company does not have any amounts due to Jefferson Terminal South LLC as of September 30, 2023. As of September 30, 2023 the Company has recorded a lease liability of $ 4,003 on the condensed consolidated balance sheets. DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements. The Company recognized approximately $ 117 and $ 111 in expense within Selling, general and administrative for the three months ended September 30, 2023 and 2022, respectively, and $ 318 and $ 328 in expense within Selling, general and administrative for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, $ 117 and $ 80 were due to DevTech, respectively. 23. Segments As of September 30, 2023, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities 25 Table of Contents and conversion or development of natural gas-fired power generation. 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 vessels that are leased to customers under long-term or spot arrangements, and as of September 30, 2023, six vessels 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. 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, 2023 and 2022: Three Months Ended September 30, 2023 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 447,905 $ 66,557 $ 514,462 $ — $ 514,462 Cost of sales (1) (3) 192,343 — 192,343 ( 423 ) 191,920 Vessel operating expenses — 11,613 11,613 — 11,613 Operations and maintenance 60,819 — 60,819 — 60,819 Segment Operating Margin $ 194,743 $ 54,944 $ 249,687 $ 423 $ 250,110 Balance sheet: Total assets $ 8,738,875 $ 1,057,495 $ 9,796,370 $ — $ 9,796,370 Other segmental financial information: Capital expenditures (2) $ 662,717 $ — $ 662,717 $ — $ 662,717 26 Table of Contents Nine Months Ended September 30, 2023 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 1,446,017 $ 230,315 $ 1,676,332 $ ( 21,394 ) $ 1,654,938 Cost of sales (1) (3) 488,512 — 488,512 114,114 602,626 Vessel operating expenses — 42,295 42,295 ( 5,948 ) 36,347 Operations and maintenance 121,187 — 121,187 — 121,187 Segment Operating Margin $ 836,318 $ 188,020 $ 1,024,338 $ ( 129,560 ) $ 894,778 Balance sheet: Total assets $ 8,738,875 $ 1,057,495 $ 9,796,370 $ — $ 9,796,370 Other segmental financial information: Capital expenditures (2) $ 2,911,345 $ — $ 2,911,345 $ — $ 2,911,345 Three Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 687,437 $ 111,660 $ 799,097 $ ( 67,167 ) $ 731,930 Cost of sales (3) 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 Balance sheet: Total assets $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (2) $ 451,360 $ 12,690 $ 464,050 $ — $ 464,050 27 Table of Contents Nine Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 1,711,241 $ 337,626 $ 2,048,867 $ ( 226,964 ) $ 1,821,903 Cost of sales (3) 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 Balance sheet: Total assets $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (2) $ 890,558 $ 27,127 $ 917,685 $ — $ 917,685 (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 commodity purchases and sales, and realized losses of $ 293 and realized gains of $ 141,560 for the three and nine months ended September 30, 2023, respectively, were recognized as a reduction to Cost of sales in the segment measure. The Company recognized unrealized gains of $ 423 and unrealized losses of $ 107,882 on the mark-to-market value of derivative transactions for the three and nine months ended September 30, 2023, respectively, and these gains and losses reconcile Cost of sales in the segment measure to Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss) . The Company has excluded contract acquisition costs that do not meet the criteria for capitalization from the segment measure. Contract acquisition costs of $ 0 and $ 6,232 for the three and nine months ended September 30, 2023, respectively, reconcile Cost of sales in the segment measure to Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss). (2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the condensed consolidated statements of operations and comprehensive income (loss) . (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 prior to the disposition of these investments, the exclusion of the unrealized mark-to-market gain or loss on derivative instruments, and the exclusion of non-capitalizable contract acquisition costs. Consolidated Segment Operating Margin is defined as net income, adjusted for Selling, general and administrative expenses, Transaction and integration costs, Depreciation and amortization, Asset impairment expense, Interest expense, Other (income) expense, net, Loss on extinguishment of debt, net, Tax provision (benefit) and Income from equity method investments. The following table reconciles Net income, the most comparable financial statement measure, to Consolidated Segment Operating Margin: 28 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, (in thousands of $) 2023 2022 2023 2022 Net income $ 62,338 $ 56,231 $ 334,004 $ 118,981 Add: Selling, general and administrative 49,107 67,601 157,048 165,952 Transaction and integration costs 2,739 5,620 4,787 12,387 Depreciation and amortization 48,670 35,793 125,160 106,439 Asset impairment expense — — — 48,109 Interest expense 64,822 63,588 200,891 156,344 Other (income) expense, net ( 2,271 ) 10,214 16,150 ( 31,613 ) Loss on extinguishment of debt, net — 14,997 — 14,997 Tax provision (benefit) 25,194 9,971 69,476 ( 126,249 ) (Income) from equity method investments ( 489 ) 31,734 ( 12,738 ) 354,426 Consolidated Segment Operating Margin $ 250,110 $ 295,749 $ 894,778 $ 819,773 24. Subsequent events The financing transactions described below were entered into subsequent to September 30, 2023. Proceeds from these financing transactions, combined with the expected contractual cash flows from recent projects placed in service, are expected to provide the Company with the liquidity necessary to meets its obligations as they become due in the ordinary course of its business. Barcarena Financings In October 2023, certain of the Company's Brazilian subsidiaries entered into two long-term financing arrangements, fully funding the construction of the Company's power plant located in Pará, Brazil (the "Barcarena Power Plant") . Proceeds received will be used to repay the current Barcarena Term Loan and to pay for all remaining expected construction costs through the planned completion of the Barcarena Power Plant in 2025. The owner of the Barcarena Power Plant entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement"). The Company is able to borrow up to R$ 1.8 billion under the BNDES Credit Agreement, segregated into three tranches based on the use of proceeds ("BNDES Term Loan"). Each tranche bears a different rate of interest ranging from 2.61 % to 4.41 % plus the fixed rate announced by BNDES. No principal payments are required until April 2026 and are due quarterly thereafter until maturity in 2045. The obligations under the BNDES Credit Agreement are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and are secured by the Barcarena Power Plant and receivables under the Barcarena Power Plant's PPAs. These Brazilian subsidiaries are required to comply with customary affirmative and negative covenants, and the BNDES Credit Agreement also provides for customary events of default, prepayment and cure provisions. Additionally, the parent of the owner of the Barcarena Power Plant entered into an agreement for the issuance of up to $ 200 million of convertible debentures maturing in October 2028 ("Barcarena Debentures"). Interest on the Barcarena Debentures is due quarterly, and interest accrues at an annual rate of 12 %, increasing 1.25 % each year after the third anniversary of issuance. The Company is able to prepay the Barcarena Debentures, subject to customary break funding 29 Table of Contents costs, and the Company is required to utilize certain excess cash flows from the Company's Brazilian operations to prepay principal. The Barcarena Debentures are convertible to shares of one of the Company's indirect Brazilian subsidiaries on the maturity date at the creditors' option, based on the current fair value of this subsidiary's equity at the time of conversion. The obligations under the Barcarena Debentures are guaranteed by certain indirect Brazilian subsidiaries that own Company's LNG regasification terminals located in Pará, Brazil ("Barcarena Terminal") and Santa Catarina, Brazil . NFE has also provided a parent company guarantee that will be released once the Barcarena Terminal commences commercial operations. Brazilian subsidiaries guaranteeing these obligations are required to comply with customary affirmative and negative covenants, and the Barcarena Debentures also provides for customary events of default, prepayment and cure provisions. Term Loan B Credit Agreement On October 30, 2023, the Company entered into a credit agreement (the “Term Loan B Agreement”) pursuant to which the lenders funded term loans to the Company in an aggregate principal amount of $ 856 million ("Term Loan B"). The proceeds from the Term Loan B issuance were used to repay the Bridge Term Loans and may be used for working capital and other general corporate purposes. The Term Loan B will mature in October 2028 if the 2025 Notes and 2026 Notes (each as defined in the Annual Report) are refinanced prior to their maturities; if not, the Term Loan B becomes due approximately 60 days prior to the maturity of each the 2025 Notes and 2026 Notes. Quarterly principal payments of approximately $ 2.1 million begin to be due starting March 2024. The Term Loan B is guaranteed on a senior secured basis by each domestic subsidiary that is a guarantor under the 2025 Notes, 2026 Notes and Revolving Facility (each as defined in the Annual Report) and will be guaranteed on a senior secured basis by each foreign guarantor that is a guarantor under the 2025 Notes, 2026 Notes and Revolving Facility on a post-closing basis. The Term Loan B is and will be secured by substantially the same collateral as the first lien obligations under the 2025 Notes, 2026 Notes, the Company's letter of credit facility and Revolving Facility. Additionally the Term Loan B is secured by assets comprising the Company's first Fast LNG project in Altamira, Mexico. The Term Loan B bears interest at a per annum rate equal to Adjusted Term SOFR (as defined in the Term Loan B Agreement) plus 5.0 %. The Company may prepay the Term Loan B at its option subject to prepayment premiums until October 2025 and customary break funding costs. The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances, in each case subject to certain exceptions and thresholds. Additionally, commencing with the fiscal quarter ending December 31, 2024, the Company will be required to prepay the Term Loan B with the Company’s Excess Cash Flow (as defined in the Term Loan B Agreement). The Term Loan B Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. No financial covenant compliance is required under the Term Loan B Agreement. 30 Table of Contents