New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of June 30, 2024 and December 31, 2023 (Unaudited, in thousands of U.S. dollars, except share amounts) June 30, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 132,960 $ 155,414 Restricted cash 164,888 155,400 Receivables, net of allowances of $ 10,025 and $ 1,158 , respectively 406,779 342,371 Inventory 141,723 113,684 Prepaid expenses and other current assets, net 277,983 213,104 Total current assets 1,124,333 979,973 Construction in progress 6,301,162 5,348,294 Property, plant and equipment, net 2,144,838 2,481,415 Equity method investments — 137,793 Right-of-use assets 673,424 588,385 Intangible assets, net 207,731 51,815 Goodwill 776,760 776,760 Deferred tax assets, net 43,023 9,907 Other non-current assets, net 137,106 126,903 Total assets $ 11,408,377 $ 10,501,245 Liabilities Current liabilities Current portion of long-term debt and short-term borrowings $ 236,147 $ 292,625 Accounts payable 572,746 549,489 Accrued liabilities 384,476 471,675 Current lease liabilities 120,873 164,548 Other current liabilities 250,558 227,951 Total current liabilities 1,564,800 1,706,288 Long-term debt 7,392,811 6,510,523 Non-current lease liabilities 521,225 406,494 Deferred tax liabilities, net 97,936 44,444 Other long-term liabilities 46,492 55,627 Total liabilities 9,623,264 8,723,376 Commitments and contingencies (Note 21) 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 97,845 — Stockholders’ equity 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 2,050 2,050 Additional paid-in capital 1,063,426 1,038,530 Retained earnings 450,871 527,986 Accumulated other comprehensive income 43,653 71,528 Total stockholders’ equity attributable to NFE 1,560,000 1,640,094 Non-controlling interest 127,268 137,775 Total stockholders’ equity 1,687,268 1,777,869 Total liabilities, convertible preferred stock and stockholders’ equity $ 11,408,377 $ 10,501,245 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the three and six months ended June 30, 2024 and 2023 (Unaudited, in thousands of U.S. dollars, except share and per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues Operating revenue $ 291,222 $ 494,619 $ 900,726 $ 996,307 Vessel charter revenue 52,416 65,840 99,071 142,364 Other revenue 84,368 886 118,530 1,805 Total revenues 428,006 561,345 1,118,327 1,140,476 Operating expenses Cost of sales (exclusive of depreciation and amortization shown separately below) 221,860 225,768 450,977 410,706 Vessel operating expenses 8,503 11,443 16,899 24,734 Operations and maintenance 39,292 33,697 107,840 60,368 Selling, general and administrative 70,578 55,803 141,332 107,941 Transaction and integration costs 1,760 1,554 3,131 2,048 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 — Total operating expenses 383,678 370,380 889,495 682,287 Operating income 44,328 190,965 228,832 458,189 Interest expense 80,399 64,396 157,743 136,069 Other expense (income), net 47,354 ( 6,584 ) 66,466 18,421 Loss on extinguishment of debt, net — — 9,754 — 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 (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 (loss): Currency translation adjustment ( 20,557 ) 16,908 ( 28,265 ) 19,049 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. 2 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three and six months ended June 30, 2024 and 2023 (Unaudited, in thousands of U.S. dollars, except share amounts) Series A convertible preferred stock Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2023 — $ — 205,031,406 $ 2,050 $ 1,038,530 $ 527,986 $ 71,528 $ 137,775 $ 1,777,869 Net income — — — — — 54,081 — 2,589 56,670 Other comprehensive income — — — — — — ( 7,349 ) ( 359 ) ( 7,708 ) Share-based compensation expense — — — — 5,248 — — — 5,248 Issuance of shares for vested share-based compensation awards — — 14,126 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 3,708 ) — ( 126 ) — — — ( 126 ) Issuance of Series A convertible preferred stock, net 96,746 96,513 — — — — — — — Dividends — 142 — — — ( 20,645 ) — ( 11,681 ) ( 32,326 ) 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 3 Table of Contents Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Balance as of December 31, 2022 208,770,088 $ 2,088 $ 1,170,254 $ 62,080 $ 55,398 $ 152,039 $ 1,441,859 Net income — — — 150,206 — 1,360 151,566 Other comprehensive income — — — — 1,946 195 2,141 Cancellation of shares ( 4,100,000 ) ( 41 ) ( 122,713 ) — — — ( 122,754 ) Dividends — — — ( 20,467 ) — ( 3,019 ) ( 23,486 ) Balance as of March 31, 2023 204,670,088 $ 2,047 $ 1,047,541 $ 191,819 $ 57,344 $ 150,575 $ 1,449,326 Net income — — — 119,248 — 852 120,100 Other comprehensive income (loss) — — — — 17,002 ( 94 ) 16,908 Share-based compensation expense — — 1,179 — — — 1,179 Issuance of shares for vested share-based compensation awards 689,401 3 — 3 Shares withheld from employees related to share-based compensation, at cost ( 328,083 ) — ( 9,519 ) — — — ( 9,519 ) Dividends — — — ( 20,503 ) — ( 6,619 ) ( 27,122 ) Balance as of June 30, 2023 205,031,406 $ 2,050 $ 1,039,201 $ 290,564 $ 74,346 $ 144,714 $ 1,550,875 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2024 and 2023 (Unaudited, in thousands of U.S. dollars) Six Months Ended June 30, 2024 2023 Cash flows from operating activities Net (loss) income $ ( 30,190 ) $ 271,666 Adjustments for: Depreciation and amortization 88,400 76,949 Deferred taxes ( 13,860 ) — Share-based compensation 25,312 1,179 Movement in credit loss allowances 8,827 ( 146 ) Loss on asset sales 77,140 — Loss on extinguishment of debt 9,754 — (Earnings) recognized from vessels chartered to third parties transferred to Energos ( 51,674 ) ( 71,536 ) 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) in receivables ( 114,030 ) ( 14,532 ) (Increase) in inventories ( 62,815 ) ( 60,710 ) (Increase) decrease in other assets ( 91,251 ) 63,576 Decrease in right-of-use assets 111,561 40,655 Increase in accounts payable/accrued liabilities 255,337 75,746 (Decrease) in lease liabilities ( 126,311 ) ( 38,885 ) Increase in other liabilities 44,558 116,959 Net cash provided by operating activities 162,968 503,877 Cash flows from investing activities Capital expenditures ( 1,346,385 ) ( 1,465,642 ) Sale of equity method investment 136,365 100,000 Asset sales 328,999 — Other investing activities ( 1,694 ) ( 1,450 ) Net cash used in investing activities ( 882,715 ) ( 1,367,092 ) Cash flows from financing activities Proceeds from borrowings of debt 3,037,127 919,625 Payment of deferred financing costs ( 37,983 ) ( 6,659 ) Repayment of debt ( 2,202,722 ) — Payment of dividends ( 55,710 ) ( 676,918 ) Other financing activities ( 5,033 ) ( 13,465 ) Net cash provided by financing activities 735,679 222,583 Impact of changes in foreign exchange rates on cash and cash equivalents ( 28,898 ) 1,608 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 Cash, cash equivalents and restricted cash – end of period $ 297,848 $ 216,059 5 Table of Contents Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ ( 162,056 ) $ 732,858 Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 609,009 1,159,441 Principal payments on financing obligation to Energos by third party charters ( 6,445 ) ( 32,836 ) Shares received in Hilli Exchange — ( 122,754 ) Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition ( 125,195 ) — 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: June 30, 2024 2023 Cash and cash equivalents $ 132,960 $ 104,342 Restricted cash 164,888 100,513 Cash and cash equivalents classified as held for sale — 11,204 Cash, cash equivalents and restricted cash – end of period $ 297,848 $ 216,059 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Jamaica, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Actual results could be different from these estimates. 3. Adoption of new and revised standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 2023-07 requires disclosure of significant segment expenses and other segment items that are regularly provided to the CODM and included within each reported measure of segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also require entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. 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 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 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 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. In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , providing illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718. 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 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. 7 Table of Contents The Company has reviewed all other recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. 4. Asset acquisition and redeemable preferred stock On March 20, 2024, the Company completed transactions pursuant to an agreement among the Company, Ceiba Energy Fundo de Investimento em Participações Multiestratégia - Investimento no Exterior (“Ceiba Energy”) and PortoCem Geração de Energia S.A., a wholly-owned subsidiary of Ceiba Energy (“PortoCem”), pursuant to which the Company issued to Ceiba Energy 96,746 shares of 4.8 % Series A Convertible Preferred Stock of the Company (the “Series A Convertible Preferred Stock”), and assumed certain of PortoCem’s existing indebtedness in exchange for all outstanding equity interests in PortoCem, the owner of a 15-year 1.6 GW capacity reserve contract in Brazil (the “PortoCem Acquisition”). The PortoCem Acquisition was accounted for as an asset acquisition. As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $ 592 were included in the purchase consideration. The total purchase consideration of $ 162,860 , which was comprised of the value of the Series A Convertible Preferred Stock issued, PortoCem BTG Loan assumed (defined in Note 19) and deferred tax liability of $ 37,662 recognized as a result of the acquisition, was allocated to acquired capacity reserve contract within Intangible assets, net. Series A Convertible Preferred Stock The Series A Convertible Preferred Stock has a liquidation preference of $ 1,000 per share and is not subject to any sinking fund. The Series A Convertible Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or repurchased by the Company or converted into shares of Class A common stock. Dividend rights 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. If the Company does not declare and pay a dividend, the dividend rate will increase to 6.8 % per annum until all accrued but unpaid dividends have been paid in full. Conversion features The Series A Convertible Preferred Stock may be converted by each holder, in whole or in minimum increments of 5,000 shares, at any time into a number of shares of Class A common stock per share of Series A Convertible Preferred Stock equal to the quotient of $ 1,000 per share plus any accumulated and unpaid dividends thereon and the then applicable conversion price. The initial conversion price is $ 47.43 per share of Class A common stock, subject to customary anti-dilution adjustments. Redemption rights Upon the occurrence of certain events, the holders constituting at least a majority of the outstanding voting power of the Series A Convertible Preferred Stock may require the Company to repurchase the Series A Convertible Preferred Stock, in whole but not in part, for cash or shares of Class A common stock (or any combination thereof) at a repurchase price of $ 1,000 per share plus any accumulated and unpaid dividends thereon. Contingent events that would allow the holders to require repurchase by the Company include: • change in control, downgrade in the credit rating of certain of the Company's debt or if certain financial leverage ratios aren't achieved ("Change Event"); • as of the 30th trading day following March 20, 2027, if the arithmetic average of the daily volume-weighted average price of the Company's common stock for the thirty consecutive trading day period beginning on first trading day following March 20, 2027 is less than the then-applicable conversion price ("Share Price Condition"). 8 Table of Contents If the Series A Convertible Preferred Stock is to be repurchased by the Company, the majority of the holders of the Series A Convertible Preferred Stock may require the Company to repurchase the Series A Convertible Preferred Stock for shares of Class A common stock. The Series A Convertible Preferred Stock may be redeemed by the Company, in whole but not in part, at its option upon 45 days’ written notice as follows: • on or before March 20, 2027 at a redemption price equal to the greater of (i) $ 1,000 per share plus any accumulated and unpaid dividends and (ii) the cash amount necessary per share for a holder to achieve a Return on Investment (as defined in the Certificate of Designations) as of the redemption date equal to 1.4 ; • after the 30 th trading day following March 20, 2027 if the Share Price Condition is not met or (y) 30 calendar days after the delivery of the required notice if the Share Price Condition is met, in each case, at a redemption price equal to $ 1,000 per share plus any accumulated and unpaid dividends; • occurrence of a Change Event at a redemption price equal to $ 1,000 per share plus any accumulated and unpaid dividends. The Company may redeem the Series A Convertible Preferred Stock for cash or shares of Class A common stock (or any combination thereof); provided that for a redemption prior to March 20, 2027 due to a Change Event, a majority of the holders of the Series A Convertible Preferred Stock may require the Company to redeem for cash or shares of Class A common stock. Since the redemption of the Series A Convertible Preferred Stock is contingently redeemable and therefore not certain to occur, the Series A Convertible Preferred Stock is not required to be classified as a liability. The Series A Convertible Preferred Stock is redeemable at the option of the holder in certain circumstances upon the occurrence of an event that is not solely within the Company's control, and as such, the Series A Convertible Preferred Stock is classified as mezzanine equity on the Condensed Consolidated Balance Sheets . Voting rights Holders of Series A Convertible Preferred Stock are generally entitled to vote with the holders of common stock on an as-converted basis. 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. 5. Asset sale 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. The purchase price was $ 306,599 . Additionally, the APA includes a requirement that the Company provide major maintenance services on certain of the sold turbines within 12 months of the sale date; 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 Company recognized $ 3,830 of the maintenance services revenue during the quarter. 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 (Loss). A portion of the assets sold to PREPA were previously leased by the Company. To facilitate the sale of these leased turbines, the Company terminated leases, acquiring turbines and equipment immediately prior to the sale of such turbines and equipment to PREPA. The cost to acquire the leased turbines, including the write-off of the right-of-use asset and lease liability were included in the book value of the turbines and the related loss upon sale. As part of these transactions, the Company repaid the Equipment Notes (See Note 19) that were collateralized by the sold turbines, recognizing a loss on extinguishment of debt of $ 7,879 , which was comprised of fees due upon prepayment as well as the unamortized portion of financing costs incurred at the inception of the loan. 9 Table of Contents 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 (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. 6. Revenue recognition Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest income and other revenue $ 4,746 $ 886 $ 9,677 $ 1,805 Operation and maintenance revenue 79,622 — 108,853 — Total other revenue $ 84,368 $ 886 $ 118,530 $ 1,805 Operation and maintenance revenue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets. 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 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 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 . The allowance reduces outstanding receivables for certain customers to reflect the amount that the Company expects to receive. Other items included in Receivables, net not related to revenue from contracts with customers represent leases, which are accounted for outside the scope of ASC 606, and receivables associated with reimbursable costs. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The contract assets and contract liabilities balances as of June 30, 2024 and December 31, 2023 are detailed below: 10 Table of Contents June 30, 2024 December 31, 2023 Contract assets, net - current $ 9,019 $ 8,714 Contract assets, net - non-current 15,751 19,901 Total contract assets, net $ 24,770 $ 28,615 Contract liabilities, net - current $ 96,331 $ 65,287 Contract liabilities, net - non-current 12,375 31,698 Total contract liabilities, net $ 108,706 $ 96,985 Revenue recognized in the year from: 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 $ 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 (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 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 . Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin 11 Table of Contents multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2024 $ 146,803 2025 689,179 2026 687,236 2027 683,546 2028 668,315 Thereafter 9,399,156 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 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. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels in Note 14. Vessels included in the Energos Formation Transaction (defined below in Note 12), including those vessels chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets . The carrying amount of these vessels that are leased to third parties under operating leases is as follows: June 30, 2024 December 31, 2023 Property, plant and equipment $ 686,683 $ 686,683 Accumulated depreciation ( 83,160 ) ( 69,977 ) Property, plant and equipment, net $ 603,523 $ 616,706 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 Variable lease income 2,472 — 5,768 — Total operating lease income $ 52,416 $ 65,840 $ 99,071 $ 142,364 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 both operating and finance leases were not significant as of June 30, 2024. 12 Table of Contents 7. Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. 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 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 Finance right-of-use-assets (1) 19,605 50,330 Total right-of-use assets $ 673,424 $ 588,385 Current lease liabilities: Operating lease liabilities $ 117,114 $ 135,867 Finance lease liabilities 3,759 28,681 Total current lease liabilities $ 120,873 $ 164,548 Non-current lease liabilities: Operating lease liabilities $ 515,859 $ 390,519 Finance lease liabilities 5,366 15,975 Total non-current lease liabilities $ 521,225 $ 406,494 (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. Immediately subsequent to the purchase of the turbines, the assets were sold as part of the sale of assets to PREPA (Refer to Note 5). 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. 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) . 13 Table of Contents 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 Variable lease cost 1,073 1,004 2,709 1,601 Short-term lease cost 3,564 2,370 6,590 5,919 Lease cost - Cost of sales $ 40,006 $ 15,137 $ 66,008 $ 30,891 Lease cost - Operations and maintenance 5,573 9,207 15,146 12,048 Lease cost - Selling, general and administrative 2,212 1,888 4,393 3,807 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. Short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory. The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases. 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 Amortization of right-of-use asset related to finance leases 353 5,771 5,324 7,560 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 six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 Operating cash outflows for operating lease liabilities $ 100,246 $ 61,506 Financing cash outflows for finance lease liabilities 5,332 5,589 Right-of-use assets obtained in exchange for new operating lease liabilities 206,344 126,863 Right-of-use assets obtained in exchange for new finance lease liabilities — 47,672 14 Table of Contents The future payments due under operating and finance leases as of June 30, 2024 are as follows: Operating Leases Financing Leases Due remainder of 2024 $ 90,964 $ 2,853 2025 150,729 4,344 2026 111,613 2,592 2027 111,185 89 2028 109,378 89 Thereafter 327,883 851 Total lease payments $ 901,752 $ 10,818 Less: effects of discounting 268,779 1,693 Present value of lease liabilities $ 632,973 $ 9,125 Current lease liability $ 117,114 $ 3,759 Non-current lease liability 515,859 5,366 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 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 %. 8. Financial instruments 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 may not meet their contractual responsibilities; however, the Company does not anticipate any inability to perform by any counterparties. Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and for which the Company needs to develop its own assumptions about how market participants price the asset or liability. 15 Table of Contents The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be 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. The Company uses the income approach for valuing the contingent consideration derivative liabilities. The liabilities represent consideration due to the sellers in asset acquisitions when certain contingent events occur and are recorded within Other current liabilities and Other long-term liabilities based on the timing of expected settlement. The fair value of derivative instruments is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of June 30, 2024 and December 31, 2023: Level 1 Level 2 Level 3 Total June 30, 2024 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 17,121 — — Liabilities Foreign exchange contracts $ — $ 7,027 $ — $ 7,027 Contingent consideration derivative liabilities — — 34,703 34,703 December 31, 2023 Assets Investment in equity securities $ — $ — $ 7,678 $ 7,678 Liabilities 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 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 (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: 16 Table of Contents 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 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; this investment had been accounted for as an equity method investment (refer to Note 12 ) . The Company retained an investment in Energos valued at $ 1,000 , which is shown as a Level 3 investment in equity securities in the table above. 9. Restricted cash 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 Collateral for letters of credit and performance bonds 46,712 53,321 Total restricted cash $ 164,888 $ 155,400 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. 10. Inventory 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 Automotive diesel oil inventory 10,696 10,121 Bunker fuel, materials, supplies and other 32,520 28,146 Total inventory $ 141,723 $ 113,684 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) . No adjustments were recorded during the 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. 11. Prepaid expenses and other current assets 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 Recoverable taxes 123,879 80,630 Due from affiliates 2,019 1,566 Assets held for sale 68,936 21,265 Other current assets 63,143 78,153 Total prepaid expenses and other current assets, net $ 277,983 $ 213,104 During the fourth quarter of 2023, the Company began to sub-charter the Winter , a vessel included in the Energos Formation Transaction, and an asset was recorded representing the existing charterer's remaining payments to Energos, 17 Table of Contents which was $ 59,074 as of December 31, 2023. 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 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 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. 12. Equity method investments In August 2022, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of 11 vessels to Energos Infrastructure ("Energos") in exchange for approximately $ 1.85 billion in cash and a 20 % equity interest in Energos (the “Energos Formation Transaction”). The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate. Changes in the balance of the Company’s equity method investment in Energos is as follows: June 30, 2024 Equity method investments as of December 31, 2023 $ 137,793 Capital contribution 6,794 Sale of equity method investment ( 144,587 ) 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 . 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. Following the disposition of substantially all of the stake in Energos, the Company no longer has significant influence over Energos. 18 Table of Contents 13. Construction in progress 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 $ 5,348,294 Additions 1,127,077 Impact of currency translation adjustment ( 93,768 ) Assets placed in service ( 80,441 ) 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. 14. Property, plant and equipment, net 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 Terminal and power plant equipment 476,027 668,927 Power facilities 271,698 273,978 ISO containers and other equipment 64,280 97,984 LNG liquefaction facilities 1,561 63,316 Gas pipelines 66,319 66,319 Land 53,345 54,324 Leasehold improvements 45,341 139,967 Accumulated depreciation ( 390,188 ) ( 377,833 ) Total property, plant and equipment, net $ 2,144,838 $ 2,481,415 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 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) . 19 Table of Contents 15. Goodwill and intangible assets Goodwill 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 June 30, 2024 and December 31, 2023: June 30, 2024 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract 162,045 ( 2,383 ) — 159,662 17 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 — ( 81 ) 1,110 Total intangible assets $ 230,708 $ ( 20,736 ) $ ( 2,241 ) $ 207,731 December 31, 2023 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Favorable vessel charter contracts $ 17,700 $ ( 10,615 ) $ — $ 7,085 4 Permits and development rights 48,217 ( 5,557 ) ( 291 ) 42,369 38 Easements 1,555 ( 341 ) — 1,214 30 Indefinite-lived intangible assets Easements 1,191 — ( 44 ) 1,147 n/a Total intangible assets $ 68,663 $ ( 16,513 ) $ ( 335 ) $ 51,815 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. The Company is challenging this decision. Capitalized permits and development rights are primarily comprised of capitalized costs related to this project. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, that could preclude the development of this project, and the results of these risks could have a material effect to the Company's results of operations. 20 Table of Contents 16. Other non-current assets, net 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) $ 21,071 $ 22,418 Contract assets, net (Note 6) 15,751 19,901 Investments in equity securities 8,678 7,678 Other 91,606 76,906 Total other non-current assets, net $ 137,106 $ 126,903 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. 17. Accrued liabilities 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 Accrued interest 93,986 82,507 Accrued bonuses 19,424 41,356 Other accrued expenses 78,681 61,782 Total accrued liabilities $ 384,476 $ 471,675 18. Other current liabilities 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 Contract liabilities (Note 6) 96,331 65,287 Income tax payable 69,261 54,040 Due to affiliates 5,853 9,579 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 21 Table of Contents 19. Debt 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 Senior Secured Notes, due September 2026 1,488,443 1,486,374 Senior Secured Notes, due March 2029 736,891 — Vessel Financing Obligation, due August 2042 1,373,739 1,359,995 Term Loan B, due October 2028 774,038 771,420 Revolving Facility 1,000,000 866,600 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 Short-term Borrowings 149,664 182,270 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 Barcarena Term Loan, due February 2024 — 199,678 Equipment Notes, due July 2026 — 190,789 Total debt $ 7,628,958 $ 6,803,148 Current portion of long-term debt $ 236,147 $ 292,625 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 $ 7,525,853 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. The terms of the Company's debt instruments have been described in the Annual Report on Form 10-K. Significant changes to the Company's outstanding debt are described below. 2029 Notes In March 2024, the Company issued $ 750,000 of 8.75 % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2029 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15 of each year; no principal payments are due until maturity on March 15, 2029. The Company may redeem the 2029 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2029 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes and 2026 Notes. 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 22 Table of Contents 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. In connection with the offering of the 2029 Notes, we completed a cash tender offer to repurchase $ 375,000 of the outstanding 2025 Notes, for an aggregate repurchase price of $ 376,875 . 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 (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 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 The owner of the Company's power plant under construction in Pará, Brazil (the "Barcarena Power Plant") entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement"). The Company is able to borrow up to $ 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, 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 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 23 Table of Contents 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 On July 21, 2023, the Company entered into a loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development and construction of a new green hydrogen facility in Texas. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 100,000 , and outstanding borrowings bear interest at a fixed rate of 4.75 % . The loan matures 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 In conjunction with the execution of the APA to sell certain turbines to PREPA in March 2024 (Note 5), the Company repaid the Equipment Notes in full, releasing any liens held on the turbines prior to their sale. The balance outstanding as of the repayment date was $ 188,431 , and the Company incurred a prepayment premium of 3 %. The prepayment premium and 24 Table of Contents 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 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 Interest expense on Vessel Financing Obligation 49,428 52,465 98,515 106,795 Amortization of debt issuance costs, premiums and discounts 12,676 3,150 21,129 6,742 Interest expense incurred on finance lease obligations 124 1,218 722 1,686 Total interest costs $ 191,226 $ 131,993 $ 372,782 $ 254,642 Capitalized interest 110,827 67,597 215,039 118,573 Total interest expense $ 80,399 $ 64,396 $ 157,743 $ 136,069 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. 20. Income Taxes 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. 21. Commitments and contingencies The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 25 Table of Contents 22. Earnings per share Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic Numerator: 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 ) — Net income attributable to Class A common stock $ ( 90,044 ) $ 119,248 $ ( 36,105 ) $ 269,454 Denominator: Weighted-average shares - basic 205,070,756 205,045,121 205,066,362 206,867,828 Net income per share - basic $ ( 0.44 ) $ 0.58 $ ( 0.18 ) $ 1.30 Diluted Numerator: 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 (loss) attributable to Class A common stock ( 91,062 ) 118,944 ( 37,873 ) 267,500 Denominator: Weighted-average shares - diluted 205,851,364 205,711,467 205,846,970 207,534,174 Net income per share - diluted $ ( 0.44 ) $ 0.58 $ ( 0.18 ) $ 1.29 The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive. Three Months Ended 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 $ 20,507 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 26 Table of Contents 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 first quarter of 2024. 23. Share-based compensation The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the New Fortress Energy Inc. 2019 Omnibus Incentive Plan. The fair value of RSUs on the grant date is estimated based on the clo sing price of the underlying shares on the grant date. The following table summarizes the RSU activity for the six months ended June 30, 2024: Restricted Stock Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2023 32,327 $ 27.12 Granted 2,786,112 32.66 Vested ( 41,967 ) 29.75 Forfeited ( 87,759 ) 32.41 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 June 30, 2024, 27 Table of Contents 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 . 24. Related party transactions Management services Messrs. Edens, chief e xecutive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled 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 $ 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 The Company provides certain administrative services to related parties including entities affiliated with Fortress. 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 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 $ 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. Land leases The Co mpany has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 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 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. 28 Table of Contents DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements. The Company recognized $ 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. 25. Segments As of June 30, 2024, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal or logistics operations 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. Ships Operating Margin also included our effective share of revenue, expenses and operating margin attributable to our ownership of the common units of Hilli LLC prior to the disposition of this investment in first quarter of 2023. The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. 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 and six months ended June 30, 2024 and 2023: 29 Table of Contents Three Months Ended June 30, 2024 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 385,428 $ 42,578 $ 428,006 $ — $ 428,006 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) Consolidated 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 Balance sheet: Total assets $ 10,761,090 $ 647,287 $ 11,408,377 $ — $ 11,408,377 Other segmental financial information: Capital expenditures (2) $ 1,130,813 $ — $ 1,130,813 $ — $ 1,130,813 30 Table of Contents Three Months Ended June 30, 2023 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 495,504 $ 65,841 $ 561,345 $ — $ 561,345 Cost of sales (1) (3) 222,371 — 222,371 3,397 225,768 Vessel operating expenses — 11,443 11,443 — 11,443 Operations and maintenance 33,697 — 33,697 — 33,697 Segment Operating Margin $ 239,436 $ 54,398 $ 293,834 $ ( 3,397 ) $ 290,437 Balance sheet: Total assets $ 7,924,074 $ 1,211,165 $ 9,135,239 $ — $ 9,135,239 Other segmental financial information: Capital expenditures (2) $ 1,316,805 $ — $ 1,316,805 $ — $ 1,316,805 Six Months Ended June 30, 2023 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated 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) . 31 Table of Contents (2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) . (4) Consolidation and Other adjusts for the inclusion of 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 (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 (loss) $ ( 86,860 ) $ 120,100 $ ( 30,190 ) $ 271,666 Add: Selling, general and administrative 70,578 55,803 141,332 107,941 Transaction and integration costs 1,760 1,554 3,131 2,048 Depreciation and amortization 37,413 42,115 87,904 76,490 Interest expense 80,399 64,396 157,743 136,069 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 (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 26. Subsequent events 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 32 Table of Contents 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. 33 Table of Contents