What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-09 · 399 added, 229 removed, 599 unchanged (51% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of March 31, 2024 and December 31, 2023

As of June 30, 2024 and December 31, 2023

(Unaudited, in thousands of U.S.

dollars, except share amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets

28 unchanged sentences

Commitments and contingencies (Note 21)

Series A convertible preferred stock, $ 0.01 par value, 96,746 shares authorized, issued and outstanding as of March 31, 2024 ( 0 as of December 31, 2023);

aggregate liquidation preference of $ 96,746 and $ 0 at March 31, 2024 and December 31, 2023

Series A convertible preferred stock, $ 0.01 par value, 96,746 shares authorized, issued and outstanding as of June 30, 2024 ( 0 as of December 31, 2023);

aggregate liquidation preference of $ 96,746 and $ 0 at June 30, 2024 and December 31, 2023

Stockholders’ equity

Class A common stock, $ 0.01 par value, 750 million shares authorized, 205.0 million issued and outstanding as of March 31, 2024;

Class A common stock, $ 0.01 par value, 750 million shares authorized, 205.1 million issued and outstanding as of June 30, 2024;

205.0 million issued and outstanding as of December 31, 2023

8 unchanged sentences

New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31, 2024 and 2023

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and six months ended June 30, 2024 and 2023

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Operating revenue $ 291,222 $ 494,619 $ 900,726 $ 996,307

9 unchanged sentences

Depreciation and amortization 37,413 42,115 87,904 76,490

Asset impairment expense 4,272 — 4,272 —

Loss on sale of assets, net — — 77,140 —

2 unchanged sentences

Interest expense 80,399 64,396 157,743 136,069

Other expense, net 19,112 25,005

Other expense (income), net 47,354 ( 6,584 ) 66,466 18,421

Loss on extinguishment of debt, net — — 9,754 —

Income before income from equity method investments and income taxes 78,294 170,546

Income (loss) before income from equity method investments and income taxes ( 83,425 ) 133,153 ( 5,131 ) 303,699

Income from equity method investments — 2,269 — 12,249

Tax provision 3,435 15,322 25,059 44,282

Net income 56,670 151,566

Net (income) attributable to non-controlling interest ( 2,589 ) ( 1,360 )

Net income attributable to stockholders $ 54,081 $ 150,206

Net income per share – basic $ 0.26 $ 0.72

Net income per share – diluted $ 0.26 $ 0.71

Net income (loss) ( 86,860 ) 120,100 ( 30,190 ) 271,666

Net (income) loss attributable to non-controlling interest ( 1,994 ) ( 852 ) ( 4,583 ) ( 2,212 )

Net income (loss) attributable to stockholders $ ( 88,854 ) $ 119,248 $ ( 34,773 ) $ 269,454

Net income (loss) per share – basic $ ( 0.44 ) $ 0.58 $ ( 0.18 ) $ 1.30

Net income (loss) per share – diluted $ ( 0.44 ) $ 0.58 $ ( 0.18 ) $ 1.29

Weighted average number of shares outstanding – basic 205,070,756 205,045,121 205,066,362 206,867,828

Weighted average number of shares outstanding – diluted 205,851,364 205,711,467 205,846,970 207,534,174

Other comprehensive income:

Other comprehensive income (loss):

Currency translation adjustment ( 20,557 ) 16,908 ( 28,265 ) 19,049

Comprehensive income 48,962 153,707

Comprehensive (income) attributable to non-controlling interest ( 2,230 ) ( 1,555 )

Comprehensive income attributable to stockholders $ 46,732 $ 152,152

Comprehensive income (loss) ( 107,417 ) 137,008 ( 58,455 ) 290,715

Comprehensive (income) loss attributable to non-controlling interest ( 1,963 ) ( 758 ) ( 4,193 ) ( 2,313 )

Comprehensive income (loss) attributable to stockholders $ ( 109,380 ) $ 136,250 $ ( 62,648 ) $ 288,402

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 months ended March 31, 2024 and 2023

For the three and six months ended June 30, 2024 and 2023

(Unaudited, in thousands of U.S.

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Balance as of March 31, 2024 96,746 $ 96,655 205,041,824 $ 2,050 $ 1,043,652 $ 561,422 $ 64,179 $ 128,324 $ 1,799,627

Net income — — — — — ( 88,854 ) — 1,994 ( 86,860 )

Other comprehensive income — — — — — — ( 20,526 ) ( 31 ) ( 20,557 )

Share-based compensation expense — — — — 20,064 — — — 20,064

Issuance of shares for vested share-based compensation awards — — 34,578 — — — — — —

Shares withheld from employees related to share-based compensation, at cost — — ( 11,074 ) — ( 290 ) — — — ( 290 )

Dividends — 1,190 — — — ( 21,697 ) — ( 3,019 ) ( 24,716 )

Balance as of June 30, 2024 96,746 $ 97,845 205,065,328 $ 2,050 $ 1,063,426 $ 450,871 $ 43,653 $ 127,268 $ 1,687,268

Class A common stock Additional

capital Retained earnings Accumulated other

comprehensive income Non-

comprehensive

interest Total

stockholders’

stockholders’ equity

Shares Amount

5 unchanged sentences

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

For the six months ended June 30, 2024 and 2023

(Unaudited, in thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Net income $ 56,670 $ 151,566

Net (loss) income $ ( 30,190 ) $ 271,666

Adjustments for:

8 unchanged sentences

Loss on the disposal of equity method investment 7,222 37,401

Asset impairment expense 4,272 —

Other 20,716 5,555

Changes in operating assets and liabilities:

(Increase) decrease in receivables

( 8,656 ) 28,136

(Increase) in receivables ( 114,030 ) ( 14,532 )

(Increase) in inventories ( 62,815 ) ( 60,710 )

(Increase) in other assets ( 19,394 ) ( 27,966 )

(Increase) decrease in other assets ( 91,251 ) 63,576

Decrease in right-of-use assets 111,561 40,655

Increase (decrease) in accounts payable/accrued liabilities 63,208 ( 43,400 )

(Decrease) in amounts due to affiliates ( 3,479 ) ( 2,519 )

Increase in accounts payable/accrued liabilities 255,337 75,746

(Decrease) in lease liabilities ( 126,311 ) ( 38,885 )

(Decrease) increase in other liabilities ( 71,226 ) 55,822

Increase in other liabilities 44,558 116,959

Net cash provided by operating activities 162,968 503,877

13 unchanged sentences

Impact of changes in foreign exchange rates on cash and cash equivalents ( 28,898 ) 1,608

Net increase (decrease) in cash, cash equivalents and restricted cash 4,119 ( 218,959 )

Net (decrease) in cash, cash equivalents and restricted cash ( 12,966 ) ( 639,024 )

Cash, cash equivalents and restricted cash – beginning of period 310,814 855,083

3 unchanged sentences

Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 609,009 1,159,441

623,318 773,707

Principal payments on financing obligation to Energos by third party charters ( 6,445 ) ( 32,836 )

1 unchanged sentence

Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition ( 125,195 ) —

The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Consolidated Statement of Cash Flows:

Three Months Ended March 31,

Repurchase obligation — 24,320

The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Consolidated Statements of Cash Flows:

Cash and cash equivalents $ 132,960 $ 104,342

22 unchanged sentences

ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments in this update are required to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

Early adoption is allowed, and the amendments in this update must be applied retrospectively to all periods presented in the financial statements, unless it is not feasible.

The Company is currently reviewing the impact that the adoption of ASU 2023-07 may have on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , requiring companies to annually disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Improvements to Income Tax Disclosures , requiring companies to annually present specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and early adoption is permitted.

The amendments should be applied on a prospective basis, but retrospective application is permitted.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and early adoption is allowed.

The amendments should be applied on a prospective basis, but retrospective application is allowed.

The Company is currently reviewing the impact that the adoption of ASU 2023-09 may have on the Company's consolidated financial statements and disclosures.

2 unchanged sentences

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

Early adoption is permitted, and the amendments can be applied on a prospective or retrospective basis.

Early adoption is allowed, and the amendments can be applied on a prospective or retrospective basis.

The Company is currently reviewing the impact that the adoption of ASU 2024-01 may have on the Company's consolidated financial statements and disclosures.

9 unchanged sentences

Dividend rights

The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s common stock, with respect to dividend rights and rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company.

The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s common stock, in terms of dividend rights and rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 4.8 % per annum, which is payable quarterly in arrears.

20 unchanged sentences

Holders of Series A Convertible Preferred Stock are entitled to a separate class vote with respect to amendments to the Company’s organizational documents that adversely affect the rights, preferences or voting powers of the Series A Convertible Preferred Stock.

In March 2024, the Company completed a suite of transactions that included the sale of turbines and related equipment to the Puerto Rico Electric Power Authority ("PREPA") under an Asset Purchase Agreement ("APA").

In March 2024, the Company completed a series of transactions that included the sale of turbines and related equipment to the Puerto Rico Electric Power Authority ("PREPA") under an Asset Purchase Agreement ("APA").

The Company deployed this equipment in 2023 in response to a request to provide emergency power to stabilize the power grid in Puerto Rico.

2 unchanged sentences

the standalone selling price of these maintenance services of $ 15,330 will be recognized when these services are performed, and the transaction price allocated to the sale of turbines was reduced by this amount.

The book value of the turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 in Loss on sale of assets, net in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company recognized $ 3,830 of the maintenance services revenue during the quarter.

A portion of the assets sold to PREPA were previously leased by the Company.

3 unchanged sentences

The Company's contract to provide emergency power services to support the grid stabilization project was also terminated.

All unrecognized contract liabilities and cost to fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (See Note 6).

The Company believes that there are remedies available under the customer contract, and is currently in pursuit of these remedies.

As the result of this process is uncertain, any transaction price associated with closing this contract has been fully constrained.

The Company has been awarded a new gas sale agreement with PREPA under which the Company will continue to provide gas supply to the sold turbines.

All unrecognized contract liabilities and cost to fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (See Note 6).

The Company believes that there are remedies available under the customer contract, and is currently pursuing these remedies.

As the outcome of this process is uncertain, any transaction price associated with closing this contract has been fully constrained.

The Company has been awarded a new gas sale agreement with PREPA under which the Company is providing gas supply to the sold turbines.

Revenue recognition

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.

LNG cargo sales for the three months ended March 31, 2023 were $ 349,361 , of which $ 169,500 was recognized for a cancellation fee received from a customer to cancel a future delivery.

The Company did not complete any cargo sales in the first quarter of 2024, and all volumes sold were delivered through the Company's terminals.

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.

LNG cargo sales for the three and six months ended June 30, 2024 were $ 24,502 and $ 24,502 , respectively.

LNG cargo sales for the three and six months ended June 30, 2023 were $ 267,777 and $ 617,138 , respectively, which included $ 162,500 and $ 332,000 of contract settlements, respectively.

The table below summarizes the balances in Other revenue:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Interest income and other revenue $ 4,746 $ 886 $ 9,677 $ 1,805

3 unchanged sentences

Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees, beginning when the contract commenced on July 1, 2023.

Amounts recognized in the first quarter of 2024 include fixed fees and the reimbursement of pass-through expenditures, and all variable consideration was fully constrained as of March 31, 2024.

Amounts recognized in the first half of 2024 include fixed fees, reimbursement of pass-through expenditures and an estimate of variable consideration for incentive fees to be received.

Variable consideration has been estimated based on the most likely amount method, and the Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The determination of estimated amounts included in the transaction price is based largely upon an assessment of the uncertainties associated with the variable consideration, including the susceptibility of payment to factors outside of the Company’s control.

The Company considers all information that is reasonably available, including historical, current and estimates of future performance.

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

As of March 31, 2024 and December 31, 2023, receivables related to revenue from contracts with customers totaled $ 328,064 and $ 331,108 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 12,828 and $ 1,158 , respectively.

As of June 30, 2024 and December 31, 2023, receivables related to revenue from contracts with customers totaled $ 405,196 and $ 331,108 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets , net of current expected credit losses of $ 10,025 and $ 1,158 , respectively.

During the first quarter of 2024, the Company recorded an additional allowance for uncollectible receivables of $ 11,595 .

3 unchanged sentences

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 March 31, 2024 and December 31, 2023 are detailed below:

March 31, 2024 December 31, 2023

The contract assets and contract liabilities balances as of June 30, 2024 and December 31, 2023 are detailed below:

June 30, 2024 December 31, 2023

Contract assets, net - current $ 9,019 $ 8,714

6 unchanged sentences

Amounts included in contract liabilities at the beginning of the year $ 81,591 $ 12,748

Contract assets are presented net of expected credit losses of $ 376 and $ 326 as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024 and December 31, 2023, contract assets was comprised of $ 26,376 and $ 28,536 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time.

Contract assets are presented net of expected credit losses of $ 248 and $ 326 as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and December 31, 2023, contract assets was comprised of $ 24,351 and $ 28,536 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time.

In the second quarter of 2024, the Company received a prepayment of $ 90,000 for future contracted sales that is included in the contract liability balance as of June 30, 2024;

deliveries under this contract will occur in the third and fourth quarters of 2024.

Contract liabilities decreased in the first quarter of 2024 due to the termination of the Company's contract to support the grid stabilization project in Puerto Rico (Refer to Note 5 - Asset sale).

Deferred revenue at the time of termination of $ 43,577 was recognized as Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income.

Deferred revenue at the time of termination of $ 43,577 was recognized as Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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, 2024, the Company has capitalized $ 23,802 of which $ 2,199 of these costs is presented within Prepaid expenses and other current assets, net and $ 21,603 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

As of June 30, 2024, the Company has capitalized $ 23,270 of which $ 2,199 of these costs is presented within Prepaid expenses and other current assets, net and $ 21,071 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets .

As of December 31, 2023, the Company had capitalized $ 25,282 , of which $ 2,864 of these costs was presented within Prepaid expenses and other current assets, net and $ 22,418 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets .

7 unchanged sentences

The Company expects to recognize this revenue over the following time periods.

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

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

Period Revenue

2 unchanged sentences

Total $ 12,274,235

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

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

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

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

5 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Property, plant and equipment $ 686,683 $ 686,683

1 unchanged sentence

Property, plant and equipment, net $ 603,523 $ 616,706

The components of lease income from vessel operating leases for the three months ended March 31, 2024 and 2023 are shown below.

As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction (defined below), the operating lease income for the three months ended March 31, 2024 and March 31, 2023 includes revenue of $ 42,584 and $ 76,524 from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended March 31,

The components of lease income from vessel operating leases for the three and six months ended June 30, 2024 and 2023 are shown below.

As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction (defined below), the operating lease income shown below for the three and six months ended June 30, 2024 includes revenue of $ 42,578 and $ 85,162 from third-party charters of vessels included in the Energos Formation Transaction.

The operating lease income shown below for the three and six months ended June 30, 2023 includes revenue of $ 65,840 and $ 142,364 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Operating lease income $ 49,944 $ 65,840 $ 93,303 $ 142,364

2 unchanged sentences

Subsequent to the Energos Formation Transaction, all cash receipts on long-term vessel charters will be received by Energos.

As such, future cash receipts from operating leases both operating and finance leases are not significant as of March 31, 2024.

As such, future cash receipts from both operating and finance leases were not significant as of June 30, 2024.

Leases, as lessee

3 unchanged sentences

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.

Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset.

Instead, such payments are accounted for as variable lease cost when the condition 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 March 31, 2024 and December 31, 2023, ROU assets, current lease liabilities and non-current lease liabilities consisted of th e following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, ROU assets, current lease liabilities and non-current lease liabilities consisted of the following:

June 30, 2024 December 31, 2023

Operating right-of-use-assets $ 653,819 $ 538,055

10 unchanged sentences

Total non-current lease liabilities $ 521,225 $ 406,494

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 4,217 and $ 21,470 as of March 31, 2024 and December 31, 2023 , respectively.

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 5,575 and $ 21,470 as of June 30, 2024 and December 31, 2023 , respectively.

During the first quarter of 2024, the Company terminated the finance lease of certain turbines and purchased the turbines from the lessor.

1 unchanged sentence

The termination of the lease resulted in the write-off of the right-of-use asset and lease liability of $ 24,339 and $ 29,443 , respectively, which was included in the book value of the turbines and the related loss upon sale.

For the three months ended March 31, 2024 and 2023, 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,

During the three months ended June 30, 2024, the Company terminated the operating lease of three turbines.

The termination of the lease resulted in the write-off of the right-of-use asset and lease liability of $ 23,018 and $ 25,762 respectively, and a loss on lease termination of $ 4,789 recognized within Other expense (income), net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

For the three and six months ended June 30, 2024 and 2023, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was as follows:

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Fixed lease cost $ 43,154 $ 22,858 $ 76,248 $ 39,226

4 unchanged sentences

Lease cost - Selling, general and administrative 2,212 1,888 4,393 3,807

For the three months ended March 31, 2024 and 2023, the Company has capitalized $ 14,929 and $ 4,256 of lease costs, respectively.

For the three months ended June 30, 2024 and 2023, the Company has capitalized $ 22,208 and $ 14,449 of lease costs, respectively.

For the six months ended June 30, 2024 and 2023, the Company has capitalized $ 37,137 and $ 18,705 of lease costs, respectively.

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

1 unchanged sentence

The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases.

For the three months ended March 31, 2024 and 2023, 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,

For the three and six months ended June 30, 2024 and 2023, 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 June 30, Six Months Ended June 30,

2024 2023 2024 2023

Interest expense related to finance leases $ 124 $ 1,218 $ 722 $ 1,686

1 unchanged sentence

Cash paid for operating leases is reported in operating activities in the Condensed Consolidated Statements of Cash Flows.

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Operating cash outflows for operating lease liabilities $ 100,246 $ 61,506

2 unchanged sentences

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 March 31, 2024 are as follows:

The future payments due under operating and finance leases as of June 30, 2024 are as follows:

Operating Leases Financing Leases

11 unchanged sentences

Non-current lease liability 515,859 5,366

As of March 31, 2024, the weighted average remaining lease term for operating leases was 7.0 years and finance leases was 3.4 years.

As of June 30, 2024, the weighted average remaining lease term for operating leases was 7.1 years and finance leases was 3.1 years.

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

The weighted average discount rate associated with operating leases as of March 31, 2024 was 10.3 % and as of December 31, 2023 was 10.1 %.

The weighted average discount rate associated with finance leases as of March 31, 2024 was 5.2 % and as of December 31, 2023 was 8.2 %.

The weighted average discount rate associated with operating leases as of June 30, 2024 was 10.3 % and as of December 31, 2023 was 10.1 %.

The weighted average discount rate associated with finance leases as of June 30, 2024 was 5.2 % and as of December 31, 2023 was 8.2 %.

Financial instruments

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.

The Company does not have outstanding commodity swaps as of March 31, 2024 and December 31, 2023.

During the first quarter of 2024 , the Company entered into a series of foreign exchange forward contracts to reduce exchange rate risk associated with U.S.

dollar borrowings that will be utilized to fund expected Brazilian real capital expenditures.

The notional of the forwards is approximately $ 71,111 , and the Company recognized unrealized loss of $ 822 for the three months ended March 31, 2024 .

These forwards are expected to settle within 2024.

The mark-to-market gain or loss on the foreign exchange contracts and other derivative instruments that are not intended to mitigate commodity risk are reported in Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income.

During the first and second quarters of 2024 , the Company entered into a series of foreign exchange forward contracts and zero-cost collar options to reduce exchange rate risk associated with U.S.

dollar borrowings and expected capital expenditures.

As of June 30, 2024 , the notional amount of outstanding foreign exchange contracts was approximately $ 359,135 .

The Company recognized unrealized losses on a portion of these instruments of $ 6,205 and $ 7,027 for the three and six months ended June 30, 2024 respectively .

For certain instruments, the Company recognized an unrealized gain of $ 17,121 for both the three and six months ended June 30, 2024.

These instruments are expected to settle starting in 2024 through the third quarter of 2026.

The mark-to-market gain or loss on the foreign exchange contracts 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 (Loss).

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.

Credit risk exists to the extent that the counterparties may not meet their contractual responsibilities;

however, the Company does not anticipate any inability to perform by any counterparties.

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.

2 unchanged sentences

• Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

• Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability.

• Level 3 – unobservable inputs for which there is little or no market data and for which the Company needs 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:

1 unchanged sentence

• 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).

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

The Company uses the market approach when valuing investment in equity securities and foreign exchange forward contracts which are recorded in Other non-current assets and Other current liabilities on the Condensed Consolidated Balance Sheets , respectively.

3 unchanged sentences

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 followi ng table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of March 31, 2024 and December 31, 2023:

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of June 30, 2024 and December 31, 2023:

Level 1 Level 2 Level 3 Total

March 31, 2024

June 30, 2024

Investment in equity securities $ — $ — $ 8,678 $ 8,678

Foreign exchange contracts — 17,121 — —

Foreign exchange contracts $ — $ 7,027 $ — $ 7,027

Contingent consideration derivative liabilities — — 34,703 34,703

2 unchanged sentences

Contingent consideration derivative liabilities $ — $ — $ 37,832 $ 37,832

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2024 and December 31, 2023 and are classified as Level 1 within the fair value hierarchy.

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of June 30, 2024 and December 31, 2023 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.

These adjustments have been recorded within Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

These adjustments have been recorded within Other expense (income), net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Contingent consideration derivative liabilities - Fair value adjustment - (gain) $ ( 1,668 ) $ ( 22 ) $ ( 2,304 ) $ ( 3,035 )

During the three months ended March 31, 2024 and 2023, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

During the three and six months ended June 30, 2024 and 2023, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

During the first quarter of 2024, the Company sold substantially all of its investment in Energos;

2 unchanged sentences

Restricted cash

As of March 31, 2024 and December 31, 2023, restricted cash consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, restricted cash consisted of the following:

June 30, 2024 December 31, 2023

Cash restricted under the terms of loan agreements $ 118,176 $ 102,079

1 unchanged sentence

Total restricted cash $ 164,888 $ 155,400

Uses of cash proceeds under the BNDES Term Loan and Barcarena Debentures (see Note 19) are restricted to certain payments to construct the Barcarena Power Plant.

As of March 31, 2024 and December 31, 2023, inventory consisted of the following:

March 31, 2024 December 31, 2023

Uses of cash proceeds under the BNDES Term Loan, Barcarena Debentures and PortoCem Bridge Loan (see Note 19) are restricted to certain payments to construct the Barcarena Power Plant.

As of June 30, 2024 and December 31, 2023, inventory consisted of the following:

June 30, 2024 December 31, 2023

LNG and natural gas inventory $ 98,507 $ 75,417

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 .

No adjustments were recorded during the three months ended March 31, 2024 and 2023.

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 six months ended June 30, 2024.

The Company recognized an adjustment to inventory of $ 6,232 during the six months ended June 20, 2023.

In the second quarter of 2023, the Company acquired a spot cargo at a higher cost to obtain a new customer contract, and the net realizable value of this cargo was below the cost.

Prepaid expenses and other current assets

As of March 31, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:

June 30, 2024 December 31, 2023

Prepaid expenses $ 20,006 $ 31,490

7 unchanged sentences

The Company also recognized a liability of $ 49,400 (see Note 18) as of December 31, 2023 representing the Company's obligation to pay sub-charter payments until the vessel is chartered directly from Energos.

The balance of the asset and liability as of March 31, 2024 was $ 44,305 and $ 32,149 , respectively.

The remaining balance of other current assets as of March 31, 2024 and December 31, 2023 primarily consists of deposits, as well as the current portion of contract assets (Note 6).

The balance of the asset and liability as of June 30, 2024 was $ 29,537 and $ 20,319 , respectively.

The remaining balance of other current assets as of June 30, 2024 and December 31, 2023 primarily consists of deposits and the current portion of contract assets (Note 6).

Assets held for sale

In December 2023, the Company entered into an agreement to sell the vessel, Mazo , for $ 22,400 , and the vessel was classified as held for sale as of December 31, 2023.

In conjunction with the classification to held for sale, the Company recognized an impairment of $ 10,958 within Asset impairment expense in the Consolidated Statement of Operations and Comprehensive income for the year-ended December 31, 2023.

The sale was completed in the first quarter of 2024, and the Company recognized a gain of $ 391 within Loss on sale of assets, net in the Condensed Consolidated Statements of Operations and Comprehensive Income .

On June 30, 2024, the Company entered into a definitive agreement to sell its Miami Facility for $ 62,000 , subject to certain purchase price adjustments at close .

The transaction is expected to close in the third quarter of 2024 subject to customary terms and conditions.

The assets related to the Miami Facility have been classified as held for sale as of June 30, 2024.

In conjunction with the classification to held for sale, the Company recognized an impairment of $ 4,272 within Asset impairment expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

Nonrecurring, Level 2 inputs using a market approach were used to estimate the fair value of the investment for the purpose of recognizing the impairment.

In December 2023, the Company entered into an agreement to sell the vessel, Mazo , for $ 22,400 ;

the sale closed in the first quarter of 2024, and the vessel was classified as held for sale as of December 31, 2023.

Equity method investments

3 unchanged sentences

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

March 31, 2024

June 30, 2024

Equity method investments as of December 31, 2023

1 unchanged sentence

Sale of equity method investment ( 144,587 )

Equity method investments as of March 31, 2024

Equity method investments as of June 30, 2024

In February 2024, the Company sold substantially all of its stake in Energos.

As a result of the transaction, the Company recognized an other than temporary impairment ("OTTI") of the investment in Energos totaling $ 5,277 , and this loss was recognized in Income (loss) from equity method investments in the Consolidated Statement of Operations and Comprehensive income for the year-ended December 31, 2023 .

The sale was completed on February 14, 2024 and the Company received proceeds of $ 136,365 , resulting in a loss of $ 7,222 presented within Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income.

As a result of the transaction, the Company recognized an other than temporary impairment ("OTTI") of the investment in Energos totaling $ 5,277 .

This loss was recognized in Income (loss) from equity method investments in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the year-ended December 31, 2023 .

The sale was completed on February 14, 2024 and the Company received proceeds of $ 136,365 , resulting in a loss of $ 7,222 presented within Other expense (income), net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company retained an investment in Energos valued at $ 1,000 , which has been recognized within Other non-current assets.

1 unchanged sentence

Construction in progress

The Company’s construction in progress activity during the three months ended March 31, 2024 is detailed below:

March 31, 2024

The Company’s construction in progress activity during the six months ended June 30, 2024 is detailed below:

June 30, 2024

Construction in progress as of December 31, 2023

2 unchanged sentences

Assets placed in service ( 80,441 )

Construction in progress as of March 31, 2024

Interest expense of $ 104,212 and $ 50,976 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2024 and 2023, 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 three months ended March 31, 2024 were primarily focused on Fast LNG;

additions to construction in progress in the first quarter of 2024 of $ 259,724 were to develop Fast LNG projects.

Construction in progress as of June 30, 2024 $ 6,301,162

Interest expense of $ 215,039 and $ 118,573 , inclusive of amortized debt issuance costs, was capitalized for the six months ended June 30, 2024 and 2023, respectively.

The Company has significant development activities in Latin America as well as the development of the Company's Fast LNG liquefaction solution.

The successful completion of these development projects is subject to various risks, such as obtaining government approvals, identifying suitable sites, securing financing and permitting, and ensuring contract compliance.

The Company's development activities for the six months ended June 30, 2024 were primarily focused on Fast LNG and development of power projects in Brazil;

additions to construction in progress in the first six months of 2024 of $ 938,448 were to develop Fast LNG and for our developments in Brazil including the Barcarena Power Plant and PortoCem Power Plant.

Property, plant and equipment, net

As of March 31, 2024 and December 31, 2023, the Company’s property, plant and equipment, net consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, the Company’s property, plant and equipment, net consisted of the following:

June 30, 2024 December 31, 2023

Vessels $ 1,556,455 $ 1,494,433

2 unchanged sentences

271,698 273,978

Gas terminals 180,800 179,103

ISO containers and other equipment 64,280 97,984

5 unchanged sentences

Total property, plant and equipment, net $ 2,144,838 $ 2,481,415

The book value of the vessels that were recognized due to the failed sale leaseback in the Energos Formation Transaction as of March 31, 2024 and December 31, 2023 was $ 1,286,555 and $ 1,293,384 , respectively.

The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of June 30, 2024 and December 31, 2023 was $ 1,284,400 and $ 1,293,384 , respectively.

The reduction to terminal and power plant equipment and leasehold improvements reflects the sale of turbines to PREPA (Note 5).

Depreciation expense for the three months ended March 31, 2024 and 2023 totaled $ 44,525 and $ 26,000 , respectively, of which $ 261 and $ 231 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income .

Depreciation expense for the three months ended June 30, 2024 and 2023 totaled $ 33,626 and $ 30,275 , respectively, of which $ 235 and $ 232 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

Depreciation expense for the six months ended June 30, 2024 and 2023 totaled $ 78,151 and $ 56,275 , respectively, of which $ 495 and $ 463 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

Goodwill and intangible assets

The carrying amount of goodwill was $ 776,760 as of both March 31, 2024 and December 31, 2023 .

The carrying amount of goodwill was $ 776,760 as of both June 30, 2024 and December 31, 2023 .

Intangible assets

The following tables summarize the composition of intangible assets as of March 31, 2024 and December 31, 2023:

March 31, 2024

The following tables summarize the composition of intangible assets as of June 30, 2024 and December 31, 2023:

June 30, 2024

Gross Carrying

5 unchanged sentences

Acquired capacity reserve contract 162,045 ( 2,383 ) — 159,662 17

$ 162,045 $ — $ — $ 162,045 17

Permits and development rights 48,217 ( 5,662 ) ( 1,428 ) 41,127 38

Favorable vessel charter contracts 17,700 ( 12,069 ) — 5,631 4

Permits and development rights 48,217 ( 5,928 ) ( 2,160 ) 40,129 38

Easements 1,555 ( 356 ) — 1,199 30

Indefinite-lived intangible assets

Easements 1,191 — ( 70 ) 1,121 n/a

Easements 1,191 — ( 81 ) 1,110

Total intangible assets $ 230,708 $ ( 20,736 ) $ ( 2,241 ) $ 207,731

12 unchanged sentences

Total intangible assets $ 68,663 $ ( 16,513 ) $ ( 335 ) $ 51,815

Amortization expense for the three months ended March 31, 2024 and 2023 was $ 995 and $ 6,796 , respectively which were inclusive of reductions in expense for the amortization of unfavorable contract liabilities.

Amortization expense for the three months ended June 30, 2024 and 2023 was $ 3,435 and $ 6,285 , respectively.

Amortization expense for the six months ended June 30, 2024 and 2023 was $ 4,430 and $ 13,081 , respectively.

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

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.

3 unchanged sentences

Other non-current assets, net

As of March 31, 2024 and December 31, 2023, Other non-current assets consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, Other non-current assets consisted of the following:

June 30, 2024 December 31, 2023

Cost to fulfill (Note 6)

5 unchanged sentences

Total other non-current assets, net $ 137,106 $ 126,903

The Company reco gnized unrealized (loss) gain on its investments in equity securities of $ 0 and $ 2,525 for the three months ended March 31, 2024 and 2023, respectively, within Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income .

Investments in equity securities include investments without a readily determinable fair value of $ 8,678 and $ 7,678 as of March 31, 2024 and December 31, 2023, respectively (Refer to Note 8).

Other non-current assets includes the value of the earnout receivable recognized upon the sale of two project companies in Brazil, development costs for hosted software products and deferred financing costs related to the Revolving Facility.

Investments in equity securities include investments without a readily determinable fair value of $ 8,678 and $ 7,678 as of June 30, 2024 and December 31, 2023, respectively.

No gains or losses on such securities have been recognized in the three and six months ended June 30, 2024 and 2023, respectively.

Other non-current assets includes the value of the earnout receivable recognized upon the sale of two project companies in Brazil, development costs for hosted software products, foreign exchange contracts and deferred financing costs related to the Revolving Facility.

Accrued liabilities

As of March 31, 2024 and December 31, 2023, Accrued liabilities consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, Accrued liabilities consisted of the following:

June 30, 2024 December 31, 2023

Accrued development costs $ 192,385 $ 286,030

4 unchanged sentences

Other current liabilities

As of March 31, 2024 and December 31, 2023 , Other current liabilities consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023 , Other current liabilities consisted of the following:

June 30, 2024 December 31, 2023

Derivative liabilities $ 24,329 $ 19,450

3 unchanged sentences

Winter sub-charter liability 20,319 49,400

Liabilities held for sale (Note 11) 8,801 —

Other current liabilities 25,664 30,195

Total other current liabilities $ 250,558 $ 227,951

As of March 31, 2024 and December 31, 2023, debt consisted of the following:

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, debt consisted of the following:

June 30, 2024 December 31, 2023

Senior Secured Notes, due September 2025 $ 872,534 $ 1,245,662

5 unchanged sentences

BNDES Term Loan, due October 2045 279,975 —

PortoCem Bridge Loan, due October 2025 263,974 —

South Power 2029 Bonds, due May 2029 217,422 216,993

1 unchanged sentence

Barcarena Debentures, due October 2028 180,824 175,025

Turbine Financing, due July 2027 146,463 —

EB-5 Loan, due July 2028 98,476 61,614

Tugboat Financing, due December 2038 46,515 46,728

PortoCem BTG Loan, due December 2024 28,312 —

Barcarena Term Loan, due February 2024 — 199,678

3 unchanged sentences

Long-term debt 7,392,811 6,510,523

The Company's 2025 Notes mature on September 15, 2025.

If any of the 2025 Notes remain outstanding 60 days prior to this maturity date (the "Springing Maturity Date"), the outstanding principal under the Revolving Facility, Term Loan B and FLNG2 Term Loans (defined below) will become immediately due.

The aggregate principal amount of 2025 Notes outstanding as of June 30, 2024 is $ 875,000 .

The Company entered into a Backstop Agreement (the "Backstop Agreement") with a lender, pursuant to which the Company may, at its sole option, issue and sell to this lender (subject to the satisfaction of certain conditions) senior secured notes up to an aggregate principal amount sufficient to generate gross proceeds of $ 875,000 with a term of at least three years from the closing date within a certain window prior to the Springing Maturity Date.

Proceeds received would be used to repurchase or redeem all outstanding 2025 Notes.

Long-term debt is recorded at amortized cost on the Condensed Consolidated Balance Sheets .

The fair value of the Company's long-term debt was $ 7,103,385 and $ 6,835,487 as of March 31, 2024 and December 31, 2023, respectively, and is classified as Level 2 within the fair value hierarchy.

The fair value of the Company's long-term debt was $ 7,525,853 and $ 6,835,487 as of June 30, 2024 and December 31, 2023, respectively, and is classified as Level 2 within the fair value hierarchy.

The Company's debt arrangements include cross-acceleration clauses whereby events of default under an individual debt agreement can lead to acceleration of principal under other debt arrangements.

7 unchanged sentences

The 2029 Notes are secured by substantially the same collateral as the first lien obligations under the 2025 Notes and 2026 Notes.

The 2029 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain conditions and qualifications.

The 2029 Notes may limit the Company’s ability to incur

additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain conditions and qualifications.

The 2029 Notes also provide for customary events of default and prepayment provisions.

1 unchanged sentence

The tender offer was closed and the partial repurchase of the 2025 Notes was completed in the first quarter of 2024.

The premium over the repurchase price of $ 1,875 was recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The premium over the repurchase price of $ 1,875 was recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

In connection with the issuance of the 2029 Notes, the Company incurred $ 13,837 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2029 Notes on the Condensed Consolidated Balance Sheets .

As of March 31, 2024, total remaining unamortized deferred financing costs for the 2029 Notes was $ 13,378 .

As of June 30, 2024 , total remaining unamortized deferred financing costs for the 2029 Notes was $ 13,109 .

Revolving Facility

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

Through December 31, 2023, the Revolving Facility had been amended to increase the borrowing capacity to $ 950,000 .

In May 2024, the Company entered into an amendment which increased the borrowing capacity by $ 50,000 , for a total capacity of $ 1,000,000 .

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

During the second quarter of 2024, the Company drew the additional capacity on the Revolving Facility and $ 1,000,000 was outstanding as of June 30, 2024 .

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 upon the earliest to occur of April 15, 2026 or 60 days prior to the maturity of the 2025 Notes if the 2025 Notes have not been redeemed or refinanced in full.

The Company may request 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.

BNDES Term Loan

1 unchanged sentence

The Company is able to borrow up to $ 355,556 under the BNDES Credit Agreement, segregated into three tranches based on the use of proceeds ("BNDES Term Loan").

In the first quarter of 2024, lenders funded $ 273,379 under the BNDES Credit Agreement.

In the first quarter of 2024, the Company borrowed $ 284,444 under the BNDES Credit Agreement.

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.

Interest payments prior to April 2026 are made through an increase in the outstanding principal amount and are due quarterly thereafter.

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 capacity reserve contracts.

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.

Proceeds received are to be used to repay the existing Barcarena Term Loan (defined in the Annual Report) and to pay for all remaining expected construction costs through the planned completion of the Barcarena Power Plant in 2025.

These Brazilian subsidiaries must adhere to customary affirmative and negative covenants, and the BNDES Credit Agreement also provides for customary events of default, prepayment and cure provisions.

Proceeds received were used to repay the existing Barcarena Term Loan (defined in the Annual Report) and to pay for all remaining expected construction costs through the planned completion of the Barcarena Power Plant in 2025.

In February 2024, the Company repaid the full outstanding principal balance of the Barcarena Term Loan, fully extinguishing the obligation.

No material loss on extinguishment was recognized in conjunction with this repayment.

PortoCem Financings

As part of the PortoCem Acquisition, the Company assumed a term loan in the aggregate principal amount of R$ 141,445 million ($ 28,093 based on rates in effect on the acquisition date) due December 2024, bearing interest at a rate equal to the one-day interbank deposit rate in Brazil plus 5.0 % (the “PortoCem BTG Loan”).

Lenders under the PortoCem BTG Loan waived acceleration requirements in the event of a change in control in conjunction with the PortoCem Acquisition, and

repayment of the PortoCem BTG Loan was required upon the earlier of PortoCem obtaining additional financing or the original maturity date of December 2024.

In April 2024, PortoCem and a syndicate of banks in Brazil entered into a commitment letter for R$ 2.9 billion of financing.

PortoCem received funding under a short term credit note of R$ 600 million ("PortoCem Credit Note") from this syndicate that was due in July 2024, and a portion of the proceeds was used to repay the PortoCem BTG Loan.

In May 2024, the PortoCem Credit Note was replaced by a bridge financing agreement that allows PortoCem to borrow up to R$ 2.9 billion due in October 2025 ("PortoCem Bridge Loan").

PortoCem initially borrowed R$ 1.5 billion ( $ 269,850 based on rates in effect at June 30, 2024), and this initial funding was used to repay the PortoCem Credit Note and to begin the development and construction of a power plant to deliver under the capacity reserve contracts acquired in the PortoCem Acquisition.

The PortoCem Bridge Loan bears interest at the one-day interbank deposit futures rate in Brazil plus 4.25 %, and no principal payments are required until maturity in October 2025.

The PortoCem Bridge Loan contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

The PortoCem Bridge Loan does not contain any restrictive financial covenants.

Through June 30, 2024 , the Company has incurred $ 10,542 in origination, structuring and other fees in connection with the entry into the PortoCem Credit Note and the PortoCem Bridge Loan.

The lender in the PortoCem BTG Loan is also participating in the syndicate of lenders in the PortoCem Credit Note and the PortoCem Bridge Loan, and the repayment of the PortoCem BTG Loan and the PortoCem Credit Note was treated as a modification.

The additional third-party fees associated with the PortoCem Bridge Loan of $ 236 were recognized as expense in the second quarter of 2024.

As of June 30, 2024 , total remaining unamortized deferred financing costs for the PortoCem Bridge Loan was $ 5,876 .

Turbine Financing

In May 2024, the Company executed a loan agreement with a lender to borrow $ 148,500 under a promissory note secured by certain turbines owned by a wholly-owned subsidiary of the Company (the “Turbine Financing”).

The Turbine Financing bears interest at 10.30 % , and the principal is partially repayable in monthly installments over the 36-month term of the loan with the balance due upon maturity in June 2027.

The Turbine Financing contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

The Turbine Financing does not contain any restrictive financial covenants.

The Company was required to pay a deposit of approximately $ 5,963 that will be held by the lender throughout the term of the borrowing.

Proceeds received were net of upfront fees due to the lender, and through June 30, 2024 , the Company has incurred $ 2,084 in origination, structuring and other fees, associated with entry into the Turbine Financing.

As of June 30, 2024 , total remaining unamortized deferred financing costs for the Turbine Financing was $ 2,037 .

EB-5 Loan Agreement

2 unchanged sentences

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 three months ended March 31, 2024, an additional $ 36,272 was funded under the EB-5 Loan Agreement.

PortoCem BTG Loan

As part of the PortoCem Acquisition, the Company assumed a term loan in the aggregate principal amount of BRL 141,445 million ($ 28,093 based on rates in effect on the acquisition date) due December 2024, bearing interest at a rate equal to the one-day interbank deposit rate in Brazil plus 5.0 % (the “PortoCem BTG Loan”).

Lenders under the PortoCem BTG Loan waived acceleration requirements in the event of a change in control in conjunction with the PortoCem Acquisition, and repayment of the PortoCem BTG Loan is now required upon the earlier of PortoCem obtaining additional financing or the original maturity date of December 2024.

NFE provided a parent company guarantee to the lenders under the PortoCem BTG Loan.

The PortoCem BTG Loan contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and events of default.

No financial debt covenant compliance is required under this loan facility.

In April 2024, the Company repaid the PortoCem BTG Loan with proceeds from a short term credit note (Note 26).

The loan matures 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 the Company's green hydrogen facility, and the Company has provided a guarantee of the obligations under the EB-5 Loan Agreement.

In the six months ended June 30, 2024, an additional $ 37,072 was funded under the EB-5 Loan Agreement.

Equipment Notes

2 unchanged sentences

The prepayment premium and

any unamortized financing costs of $ 7,879 were recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income .

any unamortized financing costs of $ 7,879 were recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

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 months ended March 31, 2024 and 2023 consisted of the following:

Three Months Ended March 31,

Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2024 and 2023 consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Interest per contractual rates $ 128,998 $ 75,160 $ 252,416 $ 139,419

5 unchanged sentences

Total interest expense $ 80,399 $ 64,396 $ 157,743 $ 136,069

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 33,193 and $ 49,903 for the three months ended March 31, 2024 and 2023, respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended March 31, 2024 was 27.6 % compared to 16.0 % for the three months ended March 31, 2023.

The total ta x provision for the three months ended March 31, 2024 was $ 21,624 compared to a provision of $ 28,960 for the three months ended March 31, 2023.

The Company's effective tax rate for the three months ended March 31, 2024 is higher than the Company's statutory tax rate a nd the prior year principally due to the inclusion of non-US income, as well as the increased valuation allowance on the U.S.

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 30,694 and $ 63,887 f or the three and six months ended June 30, 2024, respectively, and $ 32,460 and $ 82,363 for the three and six months ended June 30, 2023, respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended June 30, 2024 was ( 4.1 )% compared to 11.3 % for the three months ended June 30, 2023 .

The total tax provision for the three months ended June 30, 2024 was $ 3,435 compared to a provision of $ 15,322 for the three months ended June 30, 2023 .

The effective tax rate for the six months ended June 30, 2024 was ( 488.4 )% compared to 14.0 % for the six months ended June 30, 2023 .

The total tax provision for the six months ended June 30, 2024 was $ 25,059 compared to a provision of $ 44,282 for the six months ended June 30, 2023 .

The Company's effective tax rate for the three and six months ended June 30, 2024 differs from the Company's statutory tax rate and the prior periods primarily due to decreases in pre-tax income in the US and foreign jurisdictions, as well as the establishment of additional valuation allowance in certain foreign entities.

The reversal of net deferred tax assets in these foreign entities is not expected to be realizable.

Commitments and contingencies

2 unchanged sentences

Earnings per share

Three Months Ended March 31,

Net income $ 56,670 $ 151,566

Net (income) attributable to non-controlling interests ( 2,589 ) ( 1,360 )

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Net income (loss) $ ( 86,860 ) $ 120,100 $ ( 30,190 ) $ 271,666

Net (income) loss attributable to non-controlling interests ( 1,994 ) ( 852 ) ( 4,583 ) ( 2,212 )

Series A convertible preferred stock cumulative dividend ( 1,190 ) — ( 1,332 ) —

2 unchanged sentences

Net income per share - basic $ ( 0.44 ) $ 0.58 $ ( 0.18 ) $ 1.30

Net income $ 56,670 151,566

Net (income) attributable to non-controlling interests ( 2,589 ) ( 1,360 )

Net income (loss) $ ( 86,860 ) $ 120,100 $ ( 30,190 ) $ 271,666

Net (income) loss attributable to non-controlling interests ( 1,994 ) ( 852 ) ( 4,583 ) ( 2,212 )

Series A convertible preferred stock cumulative dividend ( 1,190 ) — ( 1,332 ) —

Adjustments attributable to dilutive securities ( 1,018 ) ( 304 ) ( 1,768 ) ( 1,954 )

Net income attributable to Class A common stock $ 53,189 $ 148,556

Net income (loss) attributable to Class A common stock ( 91,062 ) 118,944 ( 37,873 ) 267,500

Weighted-average shares - diluted 205,851,364 205,711,467 205,846,970 207,534,174

1 unchanged sentence

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.

March 31, 2024 March 31, 2023

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Unvested RSUs — — 1,557,599 —

Series A convertible preferred stock (1)

2,067,509 — 2,067,509 —

Total 2,067,509 — 3,625,108 —

(1) Represents the weighted average number of potentially dilutive shares that are anti-dilutive if the Series A convertible preferred stock was converted on the issuance date.

The Company declared and paid quarterly dividends totaling $ 20,503 and $ 20,467 during the three months ended March 31, 2024 and 2023, respectively, representing $ 0.10 per Class A share.

During each of the three months ended March 31, 2024 and 2023 , the Company paid dividends of $ 3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Series A Preferred Units”).

The Company declared and paid quarterly dividends totaling $ 20,507 and $ 20,503 during the three months ended June 30, 2024 and 2023, respectively, representing $ 0.10 per Class A share.

The Company declared and paid dividends of $ 41,010 and $ 40,970 during the six months ended June 30, 2024 and 2023, respectively, representing $ 0.10 per Class A share.

During each of the three months ended June 30, 2024 and 2023 , the Company paid dividends of $ 3,019 to holders of Golar LNG Partners LP's 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Series A Preferred Units”).

During each of the six months ended June 30, 2024 and 2023 , the Company paid dividends of $ 6,038 to holders of the GMLP

Series A Preferred Units.

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

During the second quarter of 2023, one of the Company's majority owned consolidated subsidiaries paid a dividend to all shareholders, and the dividend of $ 3,600 paid to the non-controlling shareholders has been recognized as non-controlling interest in the condensed consolidated financial statements.

The Company has accrued dividends on the Series A Convertible Preferred Stock of $ 1,190 and $ 1,332 for the three and six months ended June 30, 2024, respectively, which were paid on July 1, 2024.

Upon the sale of the vessel Mazo (Refer to Note 11), one of the Company's non-wholly owned subsidiaries paid a dividend using proceeds from the sale.

The dividend of $ 8,662 paid to the other shareholder in this subsidiary was recognized as a reduction to non-controlling interest during the three months ended March 31, 2024.

The dividend of $ 8,662 paid to the other shareholder in this subsidiary was recognized as a reduction to non-controlling interest during the first quarter of 2024.

Share-based compensation

2 unchanged sentences

The fair value of RSUs on the grant date is estimated based on the clo sing price of the underlying shares on the grant date.

The following table summarizes the RSU activity for the three months ended March 31, 2024:

The following table summarizes the RSU activity for the six months ended June 30, 2024:

Restricted Stock

3 unchanged sentences

Non-vested RSUs as of December 31, 2023 32,327 $ 27.12

32,327 $ 27.12

Granted 2,786,112 32.66

1 unchanged sentence

Forfeited ( 87,759 ) 32.41

Non-vested RSUs as of March 31, 2024

2,783,886 $ 32.63

For the three months ended March 31, 2024, the Company recognized $ 5,248 of compensation costs associated with RSUs within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive Income.

During the three months ended March 31, 2024, there was no significant reversal of cumulative compensation expense recognized for forfeited RSU awards.

Non-vested RSUs as of June 30, 2024 2,688,713 $ 32.68

The non-vested RSUs vest over periods from ten months to approximately two years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 1.10 years as of June 30, 2024.

In the second quarter of 2024, the Company granted an equity award to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations.

The grant date fair value of this award was $ 53,958 , and the award contains a service condition that will vest in annual increments through March 31, 2027 .

Compensation expense of $ 2,018 associated with this award is included in the table below.

For the three months and six months ended June 30, 2024, the Company recognized compensation costs associated with equity awards in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows:

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Operations and maintenance $ 82 $ 99

Selling, general and administrative 19,982 25,213

Total share-based compensation expense $ 20,064 $ 25,312

During the three and six months ended June 30, 2024, the Company recognized a reversal of cumulative compensation expense of $ 161 for forfeited RSU awards.

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

As of March 31, 2024, unrecognized compensation costs from non-vested RSUs was $ 86,669 .

The non-vested RSUs vest over a periods from ten months to approximately two years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 1.34 years as of March 31, 2024.

As of June 30, 2024,

unrecognized compensation costs from non-vested RSUs was $ 65,783 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 51,940 .

Related party transactions

2 unchanged sentences

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 $ 1,975 and $ 1,345 for the three months ended March 31, 2024 and 2023, 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, 2024 and December 31, 2023, $ 1,907 and $ 5,691 were due to Fortress, respectively.

The charges under the Administrative Agreement that are attributable to the Company totaled a credit of $ 167 and expenses of $ 1,296 for the three months ended June 30, 2024 and 2023, respectively, and totaled expenses of $ 1,808 and $ 2,641 for the six months ended June 30, 2024 and 2023, 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 June 30, 2024 and December 31, 2023, $ 1,741 and $ 5,691 were due to Fortress, respectively.

In addition to administrative services, Mr.

Edens owns an aircraft that we charter from a third party operator for business purposes in the ordinary course of operations.

The Company incurred, at market rates, charter costs of $ 570 and $ 771 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, $ 716 and $ 1,095 was due, respectively.

The Company incurred, at market rates, charter costs of $ 514 and $ 640 for the three months ended June 30, 2024 and 2023, respectively, and $ 1,084 and $ 1,411 for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, $ 661 and $ 1,095 was due, respectively.

Fortress affiliated entities

1 unchanged sentence

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, 2024 and 2023, $ 218 and $ 192 of rent and office related expenses were incurred by these affiliates, respectively.

As of March 31, 2024 and December 31, 2023, $ 1,765 and $ 1,547 were due from affiliates, respectively.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended June 30, 2024 and 2023, $ 244 and $ 331 of rent and office related expenses were incurred by these affiliates, respectively.

For the six months ended June 30, 2024 and 2023, $ 462 and $ 541 of rent and office related expenses were incurred by these affiliates, respectively.

As of June 30, 2024 and December 31, 2023, $ 2,019 and $ 1,547 were due from affiliates, respectively.

Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs.

Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive

license agreement.

The Company incurred rent and administrative expenses of approxim ately $ 683 and $ 589 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, $ 3,385 and $ 2,702 were d ue to Fortress affiliated entities, respectively.

The Company has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress.

The Company recognized expense related to the land lease of $ 103 during the three months ended March 31, 2024 and 2023, 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 $ 92 as both of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, the Company has recorded a lease liability of $ 3,373 and $ 3,368 , respectively, within Non-cur rent lease liabilities on the Condensed Consolidated Balance Sheets.

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 $ 217 and $ 660 for the three months ended June 30, 2024 and 2023, respectively, and $ 900 and $ 1,249 for the six months ended June 30, 2024 and 2023, respectively.

In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company no longer incurs rent expense with this affiliate.

As of June 30, 2024 and December 31, 2023, $ 3,602 and $ 2,702 were d ue to Fortress affiliated entities, respectively.

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 $ 134 and $ 126 during the three months ended June 30, 2024 and 2023, respectively, and $ 237 and $ 252 during the six months ended June 30, 2024 and 2023, 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 $ 0 and $ 92 as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and December 31, 2023, the Company has recorded a lease liability of $ 3,409 and $ 3,368 , respectively, within Non-current lease liabilities 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.

As of March 31, 2024, the Company has recorded a right-of-use asset of $ 3,798 and a lease liability of $ 4,194 on the Condensed Consolidated Balance Sheets .

As of June 30, 2024, the Company has recorded a right-of-use asset of $ 3,711 and a lease liability of $ 4,094 on the Condensed Consolidated Balance Sheets.

As of December 31, 2023, the Company recorded a right-of-use asset of $ 3,885 and a lease liability of $ 4,098 on the Condensed Consolidated Balance Sheets.

3 unchanged sentences

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

The Company recognized approximately $ 128 and $ 105 in expense within Selling, general and administrative for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023 , $ 128 and $ 106 were due to DevTech, respectively.

As of March 31, 2024, the Company operates in two reportable segments:

The Company recognized $ 136 and $ 96 in expense within Selling, general and administrative for the three months ended June 30, 2024 and 2023, respectively, and $ 264 and $ 201 in expense within Selling, general and administrative for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, $ 136 and $ 106 were due to DevTech, respectively.

As of June 30, 2024, 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.

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 arrangements, and as of March 31, 2024, four vessels are included in this segment.

The 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 arrangements, and as of June 30, 2024 , four vessels are included in this segment.

The Company’s investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024.

2 unchanged sentences

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.

The CODM includes deferred earnings from contracted sales for which a prepayment was received in the current period in the segment measure.

Management considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance.

The table below presents segment information for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024

The table below presents segment information for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024

(in thousands of $) Terminals and

5 unchanged sentences

Cost of sales 221,860 — 221,860 — 221,860

Vessel operating expenses — 8,503 8,503 — 8,503

Operations and maintenance 39,292 — 39,292 — 39,292

Deferred earnings from contracted sales (5)

90,000 — 90,000 ( 90,000 ) —

Segment Operating Margin $ 214,276 $ 34,075 $ 248,351 $ ( 90,000 ) $ 158,351

Balance sheet:

Total assets $ 10,761,090 $ 647,287 $ 11,408,377 $ — $ 11,408,377

Other segmental financial information:

Capital expenditures (2)

$ 646,558 $ — $ 646,558 $ — $ 646,558

Six Months Ended June 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 1,033,165 $ 85,162 $ 1,118,327 $ — $ 1,118,327

Cost of sales 450,977 — 450,977 — 450,977

Vessel operating expenses — 16,899 16,899 — 16,899

Operations and maintenance 107,840 — 107,840 — 107,840

Deferred earnings from contracted sales (5)

90,000 — 90,000 ( 90,000 ) —

Segment Operating Margin $ 564,348 $ 68,263 $ 632,611 $ ( 90,000 ) $ 542,611

4 unchanged sentences

$ 1,130,813 $ — $ 1,130,813 $ — $ 1,130,813

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(in thousands of $) Terminals and

13 unchanged sentences

$ 1,316,805 $ — $ 1,316,805 $ — $ 1,316,805

(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.

There were no commodity swap transactions in the first quarter of 2024.

Six Months Ended June 30, 2023

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 998,112 $ 163,758 $ 1,161,870 $ ( 21,394 ) $ 1,140,476

Cost of sales (1) (3)

296,169 — 296,169 114,537 410,706

Vessel operating expenses — 30,682 30,682 ( 5,948 ) 24,734

Operations and maintenance 60,368 — 60,368 — 60,368

Segment Operating Margin $ 641,575 $ 133,076 $ 774,651 $ ( 129,983 ) $ 644,668

Balance sheet:

Total assets $ 7,924,074 $ 1,211,165 $ 9,135,239 $ — $ 9,135,239

Other segmental financial information:

Capital expenditures (2)

$ 2,248,628 $ — $ 2,248,628 $ — $ 2,248,628

(1) Cost of sales in the Compa ny’s segment measure only includes realized gains and losses on derivative transactions that are an economic hedge of our commodity purchases and sales, and realized losses of $ 3,911 and gains of $ 141,853 for the three and six months ended June 30, 2023, respectively, were recognized within Cost of sales in the segment measure.

There were no commodity swap transactions in 2024.

The Company recognized unrealized gains of $ 2,835 and unrealized losses of $ 108,305 on the mark-to-market value of derivative transactions for the three and six months ended June 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 $ 6,232 for the three and six months ended June 30, 2023 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 .

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

(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 deferred earnings from contracted sales of $ 90,000 (Note 6).

In 2023, the effective share of revenues, expenses and operating margin attributable to the Company's ownership of the common units of Hilli LLC in the segment measure prior to the disposition of this investment, as well as unrealized mark-to-market gain or loss on derivative instruments, are also removed.

(5) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the current period and prepayment for these sales was received.

Revenue will be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when delivery under these forward sales transactions is completed in the third and fourth quarters of 2024.

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, loss on sale of assets, interest expense, other expense, net, loss on extinguishment of debt, net, tax provision and income from equity method investments.

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

(in thousands of $) 2024 2023 2024 2023

Net income $ 56,670 $ 151,566

Net income (loss) $ ( 86,860 ) $ 120,100 $ ( 30,190 ) $ 271,666

Selling, general and administrative 70,578 55,803 141,332 107,941

2 unchanged sentences

Interest expense 80,399 64,396 157,743 136,069

Other expense, net 19,112 25,005

Other expense (income), net 47,354 ( 6,584 ) 66,466 18,421

Asset impairment expense 4,272 — 4,272 —

Loss on sale of assets, net — — 77,140 —

Loss on extinguishment of debt, net — — 9,754 —

Tax provision 21,624 28,960

Loss (income) from equity method investments — ( 9,980 )

Tax provision (benefit) 3,435 15,322 25,059 44,282

(Income) from equity method investments — ( 2,269 ) — ( 12,249 )

Consolidated Segment Operating Margin $ 158,351 $ 290,437 $ 542,611 $ 644,668

Subsequent events

In April 2024, PortoCem, one of the Company's consolidated subsidiaries, and a syndicate of banks in Brazil entered into a commitment letter for R$ 2.9 billion of financing that will be used to develop and construct a power plant to deliver under the capacity reserve contracts acquired in the PortoCem Acquisition.

The Company has current received funding under a short term credit note of R$ 600 million from this syndicate that is due in July 2024, and PortoCem used a portion of the proceeds to repay the PortoCem BTG Loan.

The short term credit note will be replaced by the longer term committed funding under the commitment letter once certain conditions precedent are met, which is currently expected in May.

FLNG2 Credit Agreement

On July 19, 2024, the Company entered into a credit agreement (the “FLNG2 Credit Agreement”) for a senior secured, multiple-draw term loan facility in an aggregate principal amount of up to $ 700,000 (the loans made under the term loan facility, the “FLNG2 Term Loans”).

The proceeds from the FLNG2 Term Loans will be used to pay (i) costs of the construction and development of our 1.4 MTPA onshore FLNG project in Altamira (the “Altamira Onshore Project”), including to reimburse the Company for certain equity contributions made in connection with the Altamira Onshore Project and (ii) fees and expenses incurred in connection with the Altamira Onshore Project.

The initial and subsequent funding of the FLNG2 Term Loans are subject to certain conditions, including the condition to the initial funding that initial generation of LNG from our offshore FLNG facility at Altamira (the “FLNG1 Project”) had been achieved.

Such condition was satisfied, and initial funding occurred.

The remaining commitments for subsequent funding expire on the earliest of

June 30, 2026, the date of completion of the Onshore Altamira Project (the “Completion Date”) and the date that the commitments are reduced to zero or terminated.

The FLNG2 Term Loans will mature on July 19, 2027 and are payable in full on the maturity date.

In the event that the Company’s existing 2025 Notes or 2026 Notes are not refinanced or repaid at least 60 days prior to their respective maturities, the Term Loans will become due and payable on such date.

The obligations under the FLNG2 Credit Agreement are guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the 2025 Notes, 2026 Notes, 2029 Notes, the Company’s Revolving Facility, the Company’s letter of credit facility (the “Letter of Credit Facility”) and the Company’s Term Loan B, other than the guarantors comprising the FLNG1 Project (who guarantee the Revolving Facility, the Letter of Credit Facility, and the Term Loan B).

The obligations under the FLNG 2 Credit Agreement are secured by substantially the same collateral as the collateral securing such facilities, with the exception of the collateral comprising the FLNG1 Project (which secures the Revolving Facility, the Letter of Credit Facility, and the Term Loan B).

Additionally, the FLNG2 Term Loans are guaranteed by the entities, and secured by the assets, comprising the Onshore Altamira Project.

An equal priority intercreditor agreement governs the treatment of the collateral.

The FLNG2 Term Loans will bear interest at a per annum rate equal to Term SOFR (as defined in the FLNG2 Credit Agreement) plus 3.75 %, or at a base rate plus 2.75 %.

Each of the foregoing will increase by 0.25 % every 180 days beginning on June 30, 2025.

The Company may prepay the FLNG2 Term Loans at its option without premium or penalty at any time subject to customary break funding costs.

The Company is required to prepay the FLNG2 Term Loans with the net proceeds of certain asset sales, condemnations, debt and convertible securities issuances, and extraordinary receipts related to the Onshore Altamira Project, in each case, subject to certain exceptions and thresholds.

Additionally, commencing with the first fiscal quarter after the Completion Date, the Company will be required to prepay the FLNG2 Term Loans with the Onshore Altamira Project’s Excess Cash Flow (as defined in the FLNG2 Credit Agreement).

The FLNG2 Credit Agreement contains usual and customary representations and warranties for financings of this type, including certain representations and warranties related to the Onshore Altamira Project, and usual and customary affirmative and negative covenants for financings of this type, including, but not limited to:

limitations on liens, indebtedness and dispositions, loans, advances and investments, sale and leaseback transactions, restricted payments;

covenants regarding transactions with affiliates, limitations on dividends and other payment restrictions affecting subsidiaries, limitations on modifications of indebtedness, requirements to comply with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The FLNG2 Credit Agreement includes certain other covenants related solely to the Onshore Altamira Project, including limitations on capital expenditures, restrictions on additional accounts, and restrictions on amendments or termination of certain material documents related to the Onshore Altamira Project.

The FLNG2 Credit Agreement further requires compliance with certain environmental and social standards in relation to the Onshore Altamira Project, and delivery of periodic reports on the construction and operation of the Onshore Altamira Project as well as compliance with applicable environmental and social standards.

The Company must also comply with certain financial covenants.

Beginning with the quarter ending December 31, 2024, the Company must not permit, as of the last day of any test period, the Debt to Capitalization Ratio (as defined in the FLNG2 Credit Agreement) to exceed 0.7 :1.0.

For quarters in which the Revolving Facility is greater than 50% drawn, the Debt to Annualized EBITDA Ratio (as defined in the FLNG2 Credit Agreement) must not exceed 4.0 :1.0.

The FLNG2 Credit Agreement also contains usual and customary events of default (subject to certain thresholds and grace periods), including non-payment of principal, interest, fees and other amounts;

material breach of a representation or warranty;

acceleration on other material debt;

bankruptcy or insolvency;

defaults related to ERISA;

material judgments;

and change of control.

Backstop Financing Agreement

On August 8, 2024, the Company entered into the Backstop Agreement, which provides backstop committed financing to refinance in full the Company’s outstanding 2025 Notes that mature in September 2025.

For more information, see Note 19.

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What changed 10-Q

Item 1. Financial Statements