What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-09 · 358 added, 252 removed, 746 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of June 30, 2024 and December 31, 2023

As of September 30, 2024 and December 31, 2023

(Unaudited, in thousands of U.S.

dollars, except share amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets

28 unchanged sentences

Commitments and contingencies (Note 21)

Series A convertible preferred stock, $ 0.01 par value, 96,746 shares authorized, issued and outstanding as of 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

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

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

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;

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

205.0 million issued and outstanding as of December 31, 2023

5 unchanged sentences

Total stockholders’ equity 1,690,455 1,777,869

Total liabilities, convertible preferred stock and stockholders’ equity $ 11,408,377 $ 10,501,245

Total liabilities and stockholders’ equity $ 11,969,896 $ 10,501,245

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

1 unchanged sentence

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

For the three and nine months ended September 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,

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

2024 2023 2024 2023

15 unchanged sentences

Interest expense 71,107 64,822 228,850 200,891

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

Other (income) expense, net ( 5,836 ) ( 2,271 ) 60,630 16,150

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 before income from equity method investments and income taxes 14,266 87,043 9,135 390,742

Income from equity method investments — 489 — 12,738

15 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

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

For the three and nine months ended September 30, 2024 and 2023

(Unaudited, in thousands of U.S.

8 unchanged sentences

Net income — — — — — 54,081 — 2,589 56,670

Other comprehensive income — — — — — — ( 7,349 ) ( 359 ) ( 7,708 )

Other comprehensive income (loss) — — — — — — ( 7,349 ) ( 359 ) ( 7,708 )

Share-based compensation expense — — — — 5,248 — — — 5,248

2 unchanged sentences

Issuance of Series A convertible preferred stock, net 96,746 96,513 — — — — — — —

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 )

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

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

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

3 unchanged sentences

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

Net income — — — — — 9,299 — 2,014 11,313

Other comprehensive income (loss) — — — — — — ( 6,512 ) 549 ( 5,963 )

Share-based compensation expense — — — — 22,543 — — — 22,543

Issuance of shares for vested share-based compensation awards — — 5,331 — — — — — —

Shares withheld from employees related to share-based compensation, at cost — — ( 1,299 ) — ( 19 ) — — — ( 19 )

Dividends — ( 1,290 ) — — — ( 21,668 ) — ( 3,019 ) ( 24,687 )

Balance as of September 30, 2024 96,746 $ 96,555 205,069,360 $ 2,050 $ 1,085,950 $ 438,502 $ 37,141 $ 126,812 $ 1,690,455

Class A common stock Additional

17 unchanged sentences

Balance as of June 30, 2023 205,031,406 $ 2,050 $ 1,039,201 $ 290,564 $ 74,346 $ 144,714 $ 1,550,875

Net income — — — 61,221 — 1,117 62,338

Other comprehensive loss — — — — ( 11,034 ) ( 322 ) ( 11,356 )

Share-based compensation expense — — 227 — — — 227

Dividends — — — ( 20,503 ) — ( 3,019 ) ( 23,522 )

Balance as of September 30, 2023 205,031,406 $ 2,050 $ 1,039,428 $ 331,282 $ 63,312 $ 142,490 $ — $ 1,578,562

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

For the nine months ended September 30, 2024 and 2023

(Unaudited, in thousands of U.S.

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization 123,981 125,853

Movement in credit loss allowances 8,651 203

Deferred taxes ( 14,155 ) 1,217

Share-based compensation 47,855 1,407

Movement in credit loss allowances

8,827 ( 146 )

Loss on asset sales 77,140 —

Loss on extinguishment of debt 9,754 —

Asset impairment expense 5,756 —

(Earnings) recognized from vessels chartered to third parties transferred to Energos ( 72,539 ) ( 112,608 )

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

Asset impairment expense 4,272 —

Loss on extinguishment of debt 9,754 —

Other 52,994 ( 8,979 )

1 unchanged sentence

(Increase) in receivables ( 95,928 ) ( 86,743 )

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

Decrease (increase) in inventories 23,132 ( 29,238 )

(Increase ) decrease in other assets ( 53,989 ) 56,512

1 unchanged sentence

Increase in accounts payable/accrued liabilities 30,168 73,211

(Decrease) increase in amounts due to affiliates ( 2,888 ) 1,613

(Decrease) in lease liabilities ( 150,251 ) ( 56,908 )

15 unchanged sentences

Impact of changes in foreign exchange rates on cash and cash equivalents ( 12,614 ) 923

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

Net (decrease) increase in cash, cash equivalents and restricted cash ( 74,091 ) ( 603,383 )

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

5 unchanged sentences

Shares received in Hilli Exchange — ( 122,754 )

Fair value of contingent payments in the Lins Acquisition

Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition ( 125,198 ) —

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:

Nine Months Ended September 30,

Cash and cash equivalents $ 90,842 $ 171,329

2 unchanged sentences

Cash, cash equivalents and restricted cash – end of period $ 236,723 $ 251,700

Cash and cash equivalents as of September 30, 2024 and 2023 includes $ 0 and $ 14,209 , respectively, which have been classified as assets held for sale and included in Other current assets on the Condensed Consolidated Balance Sheets.

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

33 unchanged sentences

Asset acquisition and redeemable preferred stock

Lins Acquisition

On August 2, 2024, the Company acquired 100 % of the outstanding equity interest of Usina Termeletrica de Lins S.A.

("Lins"), which owns key rights and permits to develop a combined cycle gas-fired power plant for up to 2.05 GW located in the State of Sao Paulo, within the city limits of Lins, Brazil.

The purchase consideration consisted of a $ 2,000 cash payment made at closing in addition to potential future payments contingent on achieving certain milestones of up to $ 18,500 .

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ 8,080 is included as part of the purchase consideration and is recognized in Other non-current liabilities on the Condensed Consolidated Balance Sheets upon acquisition.

The fair value of the derivative liability was $ 7,715 as of September 30, 2024.

The purchase of Lins has been accounted for as an asset acquisition.

As a result, no goodwill was recorded.

The total purchase consideration of $ 10,080 was allocated to permits and authorizations acquired and is recorded within Intangible assets, net on the Condensed Consolidated Balance Sheets.

In addition, the Company recognized a deferred tax liability of $ 4,163 that resulted from the acquisition.

PortoCem Acquisition

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”).

2 unchanged sentences

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.

On September 23, 2024, the Company entered into a definitive agreement with Ceiba Energy, pursuant to which the Company has agreed to issue to Ceiba Energy 96,746 shares of the Company’s 4.8 % Series B Convertible Preferred Stock, par value $ 0.01 per share and liquidation preference $ 1,000 per share (the “Series B Convertible Preferred Stock”), in

exchange for all outstanding shares of the Company’s Series A Preferred Stock, of which 86,746 are held by Ceiba Energy and 10,000 of which are held in an escrow account for the benefit of Ceiba Energy.

The Company issued the Series B Convertible Preferred Stock on October 1, 2024 with substantially the same terms as the Series A Preferred Stock, with the exception of the conversion price, and this exchange will be reflected in the Company's financial statements in the fourth quarter of 2024.

Series A Convertible Preferred Stock

3 unchanged sentences

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.

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.

6 unchanged sentences

• 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").

In August 2024, a Change Event occurred due to the downgrade of the Company's debt.

Prior to the redemption of the Series A Convertible Preferred Stock, an agreement was reached to exchange the Series A Convertible Preferred Stock with Series B Convertible Preferred Stock as discussed above.

• 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").

16 unchanged sentences

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

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

The Company recognized $ 6,736 of the maintenance services revenue during the nine months ended September 30, 2024 .

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).

10 unchanged sentences

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.

LNG cargo sales for the three and nine months ended September 30, 2024 were $ 174,570 and $ 199,072 , respectively, which included $ 35,088 from the cargo sale from the Company's first FLNG project in the third quarter of 2024.

LNG cargo sales for the three and nine months ended

September 30, 2023 were $ 0 and $ 617,138 , respectively, which included $ 0 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,

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

2024 2023 2024 2023

4 unchanged sentences

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

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

Amounts recognized in the nine months ended September 30, 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.

2 unchanged sentences

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.

As of September 30, 2024 and December 31, 2023, receivables related to revenue from contracts with customers totaled $ 429,130 and $ 331,108 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 9,859 and $ 1,158 , respectively.

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

3 unchanged sentences

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

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Contract assets, net - current $ 56,996 $ 8,714

6 unchanged sentences

Amounts included in contract liabilities at the beginning of the year $ 82,062 $ 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 assets are presented net of expected credit losses of $ 221 and $ 326 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, contract assets was comprised of $ 22,180 and

$ 28,536 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time.

The Company received prepayments of $ 150,000 for future contracted sales during the second and third quarters of 2024, which was recorded as a contract liability.

The Company recognized $ 42,273 as revenue during the third quarter of 2024 as delivery was completed.

The remaining deliveries under these contracts will occur during the fourth quarter of 2024 and through 2025.

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).

2 unchanged sentences

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 September 30, 2024, the Company has capitalized $ 23,349 of which $ 2,205 of these costs is presented within Prepaid expenses and other current assets, net and $ 21,144 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.

4 unchanged sentences

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

The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin

multiplied by the outstanding minimum guaranteed volumes.

The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes.

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

11 unchanged sentences

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 .

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

September 30, 2024 December 31, 2023

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

1 unchanged sentence

Property, plant and equipment, net $ 596,932 $ 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,

The components of lease income from vessel operating leases for the three and nine months ended September 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 nine months ended September 30, 2024 includes revenue of $ 17,407 and $ 102,569 from third-party charters of vessels included in the Energos Formation Transaction.

The operating lease income shown below for the three and nine months ended September 30, 2023 includes revenue of $ 66,557 and $ 208,921 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

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

2024 2023 2024 2023

3 unchanged sentences

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

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

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

Leases, as lessee

7 unchanged sentences

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

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

September 30, 2024 December 31, 2023

Operating right-of-use-assets $ 621,807 $ 538,055

10 unchanged sentences

Total non-current lease liabilities $ 494,222 $ 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.

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 6,754 and $ 21,470 as of September 30, 2024 and December 31, 2023 , respectively.

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

1 unchanged sentence

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

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

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

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

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

During the second quarter of 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 (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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

2024 2023 2024 2023

5 unchanged sentences

Lease cost - Selling, general and administrative 1,477 2,094 5,870 5,901

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.

For the three months ended September 30, 2024 and 2023, the Company has capitalized $ 9,522 and $ 8,111 of lease costs, respectively.

For the nine months ended September 30, 2024 and 2023, the Company has capitalized $ 46,659 and $ 26,816 of lease costs, respectively.

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

1 unchanged sentence

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

For the three 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,

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

2024 2023 2024 2023

2 unchanged sentences

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,

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

Nine Months Ended September 30,

Operating cash outflows for operating lease liabilities $ 141,021 $ 89,326

2 unchanged sentences

Right-of-use assets obtained in exchange for new finance lease liabilities — 47,672

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

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

Operating Leases Financing Leases

11 unchanged sentences

Non-current lease liability 490,010 4,212

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.

As of September 30, 2024, the weighted average remaining lease term for operating leases was 7.0 years and finance leases was 3.0 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 %.

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

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.

During 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.

As of September 30, 2024 , the notional amount of outstanding foreign exchange contracts was approximately $ 299,124 .

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 recognized unrealized losses, net of $ 460 for the three months ended September 30, 2024 and unrealized gains, net of $ 9,634 for the nine months ended September 30, 2024 for these foreign currency contracts.

We also recognized realized loss of $ 4,151 upon settlement of a portion of the foreign exchange contracts during the three months ended September 30, 2024.

Gains or losses on the foreign exchange contracts and other derivative instruments that are not intended to mitigate commodity risk are reported in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

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

15 unchanged sentences

The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring.

The 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:

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

Level 1 Level 2 Level 3 Total

June 30, 2024

September 30, 2024

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

5 unchanged sentences

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

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of June 30, 2024 and December 31, 2023 and are classified as Level 1 within the fair value hierarchy.

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 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:

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

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

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

2024 2023 2024 2023

Contingent consideration derivative liabilities - Fair value adjustment - (gain) $ ( 2,723 ) $ ( 2,722 ) $ ( 5,027 ) $ ( 5,757 )

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 three and nine months ended September 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;

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Restricted cash

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Cash restricted under the terms of loan agreements $ 87,851 $ 102,079

2 unchanged sentences

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

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

LNG and natural gas inventory $ 51,161 $ 75,417

4 unchanged sentences

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.

No adjustments were recorded during the nine months ended September 30, 2024.

The Company recognized an adjustment to inventory of $ 6,232 during the nine months ended September 30, 2023.

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

Prepaid expenses and other current assets

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Prepaid expenses $ 23,025 $ 31,490

4 unchanged sentences

Total prepaid expenses and other current assets, net $ 273,255 $ 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,

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).

During the fourth quarter of 20 23, 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, which was $ 59,074 as of December 31, 2023.

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

The sub-charter was terminated during the third quarter of 2024, and the Company derecognized both the sub-charter asset and liability.

The remaining balance of other current assets as of September 30, 2024 and December 31, 2023 primarily consists of derivative assets recognized for foreign currency exchange contracts (Note 9), 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 transaction is expected to close in the fourth 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 conjunction with the classification to held for sale, the Company recognized an impairment loss of $ 1,007 for three months ended September 30, 2024 and $ 5,279 for nine months ended September 30, 2024 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 Miami Facility for the purpose of recognizing the impairment.

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

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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

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

September 30, 2024

Equity method investments as of December 31, 2023

Capital contribution 6,794

Sale of equity method investment ( 144,587 )

Equity method investments as of June 30, 2024

Sale of equity method investments ( 144,587 )

Equity method investments as of September 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).

This loss was recognized in Income from equity method investments in the Condensed Consolidated Statements 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 (income) expense, 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.

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Construction in progress

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

June 30, 2024

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

September 30, 2024

Construction in progress as of December 31, 2023

2 unchanged sentences

Assets placed in service ( 80,482 )

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.

Construction in progress as of September 30, 2024

Interest expense of $ 346,856 and $ 201,890 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2024 and 2023, respectively.

Recoverable taxes of $ 45,262 were capitalized for the nine months ended September 30, 2024 and represents non-cash addition to Construction in progress.

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.

The Company's first Fast LNG project is currently being commissioned, and costs capitalized in Construction in progress related to this project were $ 3,471,389 as of September 30, 2024.

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

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

September 30, 2024 December 31, 2023

Vessels $ 1,576,346 $ 1,494,433

1 unchanged sentence

Power facilities 269,939 273,978

271,698 273,978

ISO containers and other equipment 70,087 97,984

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Total property, plant and equipment, net $ 2,134,987 $ 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 book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of September 30, 2024 and December 31, 2023 was $ 1,289,243 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) .

Depreciation expense for the three months ended September 30, 2024 and 2023 totaled $ 32,017 and $ 36,705 , respectively, of which $ 217 and $ 230 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Depreciation expense for the nine months ended September 30, 2024 and 2023 totaled $ 110,167 and $ 92,980 , respectively, of which $ 712 and $ 693 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Goodwill and intangible assets

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

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

The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

An annual impairment assessment is conducted as of October 1st of each year.

Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The Company’s common stock price has declined since January 1, 2024.

Such decreases did not result in the Company’s market capitalization falling below the book value of equity as of September 30, 2024, and management concluded that a triggering event did not occur during the third quarter of 2024.

The Company will perform its annual goodwill impairment assessment as of October 1, 2024.

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

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

September 30, 2024

Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life

Definite-lived intangible assets

4 unchanged sentences

Indefinite-lived intangible assets

Easements 1,191 — ( 81 ) 1,110

Easements 1,191 — ( 10 ) 1,181 n/a

Total intangible assets $ 244,389 $ ( 23,863 ) $ ( 14,260 ) $ 206,266

12 unchanged sentences

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 for the three months ended September 30, 2024 and 2023 was $ 2,876 and $ 6,290 , respectively.

Amortization expense for the nine months ended September 30, 2024 and 2023 was $ 7,307 and $ 19,371 , 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.

We challenged this decision, and in September

2024, the High Court of Ireland ruled that the ABP did not have appropriate grounds for the denial of our permit.

The ABP has been directed to reconsider our permit application in accordance with Irish law.

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.

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

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

September 30, 2024 December 31, 2023

Cost to fulfill (Note 6)

5 unchanged sentences

Total other non-current assets, net $ 112,272 $ 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.

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

The Company has not recognized any gains or losses in the value of these investments during 2024.

The Company recognized unrealized losses of $ 672 and unrealized gains of $ 539 on its investments in equity securities for the three and nine months ended September 30, 2023 , respectively, within Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Other non-current assets includes the development costs for hosted software products, foreign exchange contracts and deferred financing costs related to the Revolving Facility.

Accrued liabilities

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Accrued development costs $ 234,384 $ 286,030

4 unchanged sentences

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

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

September 30, 2024 December 31, 2023

Derivative liabilities $ 16,927 $ 19,450

Contract liabilities (Note 6)

121,361 65,287

Income tax payable 72,764 54,040

4 unchanged sentences

Total other current liabilities $ 248,825 $ 227,951

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Senior Secured Notes, due September 2025 $ 873,027 $ 1,245,662

6 unchanged sentences

PortoCem Bridge Loan, due October 2025 270,718 —

Term Loan A, due July 2027 249,260 —

South Power 2029 Bonds, due May 2029 217,644 216,993

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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.

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 Term Loan A (defined below) will become immediately due.

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

On September 30, 2024, the Company entered into a Transaction Support Agreement (the "TSA") with certain holders of the Company’s 2025 Notes, 2026 Notes, and 2029 Notes.

The TSA relates to a series of transactions, among the Company, certain of the Company’s direct and indirect subsidiaries and certain holders of the 2025 Notes, 2026 Notes and 2029 Notes

(the "Supporting Holders"), intended to extend the maturity profile of the Company’s indebtedness while providing additional operating liquidity and financial flexibility.

On November 6, 2024, the Company entered into a privately negotiated exchange and subscription agreement (the "Exchange and Subscription Agreement") with the Supporting Holders to implement the transactions described in the TSA.

Pursuant to the Exchange and Subscription Agreement, (i) NFE Financing LLC ("NFE Financing"), an indirectly owned subsidiary of the Company, will sell to the Supporting Holders approximately $ 1.2 billion aggregate principal amount of 12.00 % Senior Secured Notes due 2029 (the "New Notes") (the transactions described in clause (i), the "Subscription Transactions") and (ii) NFE Financing will issue to the Supporting Holders $ 1.5 billion aggregate principal amount of New Notes in a dollar-for-dollar exchange for the Company's 2026 Notes and 2029 Notes (the "Exchange Transactions" and together with the Subscription Transactions, the "Transactions").

The New Notes will be issued in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The Company intends to use net proceeds from the Transactions to repay in full the outstanding aggregate principal amount of the Company's 2025 Notes and for general corporate purposes.

As of November 12, 2024, the date of the issuance of these financial statements, the Transactions have not closed, and there are certain conditions precedent that must be met prior to closing.

In the absence of closing the Transactions, the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support the repayment of the 2025 Notes, in full, prior to the Springing Maturity Date, and as such, management concluded that substantial doubt exists related to the Company’s ability to continue as a going concern.

Management expects all conditions precedent to be achieved and the Transactions to close in the coming weeks, which will alleviate the substantial doubt.

However, there can be no assurance that the Company will be successful in closing the Transactions.

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 fair value of the Company's debt was $ 7,621,138 and $ 6,835,487 as of September 30, 2024 and December 31, 2023, respectively, and is classified as Level 2 within the fair value hierarchy.

The Company's debt arrangements also 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.

6 unchanged sentences

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

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

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

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

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

3 unchanged sentences

In connection with the issuance of the 2029 Notes, the Company incurred $ 14,171 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 .

As of September 30, 2024, total remaining unamortized deferred financing costs for the 2029 Notes was $ 12,884 .

Revolving Facility

3 unchanged sentences

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 .

During the second quarter of 2024, the Company drew the additional capacity on the Revolving Facility and $ 1,000,000 was outstanding as of September 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 Revolving Facility matures upon the earliest to the 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.

4 unchanged sentences

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

In the third quarter of 2024, the Company borrowed $ 60,290 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.

1 unchanged sentence

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.

4 unchanged sentences

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

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

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

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

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

1 unchanged sentence

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.

PortoCem initially borrowed R$ 1.5 billion ( $ 275,340 based on rates in effect at September 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.

1 unchanged sentence

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.

Through September 30, 2024, the Company has incurred $ 11,663 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 .

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

As of September 30, 2024, total remaining unamortized deferred financing costs for the PortoCem Bridge Loan was $ 4,622 .

In July 2024, the Company entered into a credit agreement ("Term Loan A Credit Agreement") for a senior secured, multiple draw term loan facility in an aggregate principal amount of up to $ 700,000 ("Term Loan A").

Proceeds will be used to pay costs of the construction and development of the Company's onshore FLNG project in Altamira (the “Altamira Onshore Project”).

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

Such condition was satisfied and initial funding occurred in the third quarter of 2024.

The remaining commitments for subsequent funding expire on the earliest of June 30, 2026, the date of completion of the Onshore Altamira Project (the “Completion Date”) and the date that the commitments are reduced to zero or terminated.

During the third quarter of 2024, the Company drew $ 285,829 on the Term Loan A.

The obligations under the Term Loan A 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 Term Loan A 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 Term Loan A is 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 Term Loan A will mature in July 2027 and is payable in full on 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, amounts outstanding under the Term Loan A will become due and payable on such date.

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

The Company is required to prepay the Term Loan A with the net proceeds of certain asset sales, condemnations, debt and convertible securities issuances, and extraordinary receipts related to the Onshore Altamira Project.

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

The Term Loan A will bear interest at a per annum rate equal to Term SOFR plus 3.75 %, or at a base rate plus 2.75 %.

The interest rate on the Term Loan A will increase by 0.25 % every 180 days beginning on June 30, 2025.

The Term Loan A Credit Agreement contains usual and customary representations, warranties and affirmative and negative covenants for financings of this type, including certain representations and warranties related to the Onshore Altamira Project.

The Term Loan A 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 Company must also comply with certain financial covenants.

In connection with the issuance of the Term Loan A, the Company incurred $ 38,334 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the Term Loan A on the Condensed Consolidated

Balance Sheets.

As of September 30, 2024, total remaining unamortized deferred financing costs for the Term Loan A was $ 36,569 .

Turbine Financing

4 unchanged sentences

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 .

Proceeds received were net of upfront fees due to the lender, and through September 30, 2024, the Company has incurred $ 2,136 in origination, structuring and other fees, associated with entry into the Turbine Financing.

As of September 30, 2024, total remaining unamortized deferred financing costs for the Turbine Financing was $ 1,925 .

EB-5 Loan Agreement

4 unchanged sentences

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.

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

Equipment Notes

1 unchanged sentence

The balance outstanding as of the repayment date was $ 188,431 , and the Company incurred a prepayment premium of 3 % .

The prepayment premium and

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

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

On August 31, 2024, we entered into amendments of certain debt agreements that amend and restate the conditions applicable to the suspension of the maximum Debt to Total Capitalization Ratio for the quarterly covenant tests conducted as of the last day of the fiscal quarters ending September 30, 2024, December 31, 2024 and March 31, 2025.

The amended agreements also contain a financial covenant that requires a minimum consolidated liquidity of (i) $ 50.0 million as of the last day of each month, commencing as of October 31, 2024 and (ii) $ 100.0 million as of the last day of any fiscal quarter, commencing as of December 31, 2024.

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,

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

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

2024 2023 2024 2023

6 unchanged sentences

Total interest expense $ 71,107 $ 64,822 $ 228,850 $ 200,891

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

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

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

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

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

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

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 34,619 and $ 98,506 f or the three and nine months ended September 30, 2024, respectively, and $ 37,285 and $ 119,648 for the three and nine months ended September 30, 2023, respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended September 30, 2024 was 20.7 % compared to 28.8 % for the three months ended September 30, 2023 .

The total tax provision for the three months ended September 30, 2024 was $ 2,953 compared to a provision of $ 25,194 for the three months ended September 30, 2023 .

The effective tax rate for the nine months ended September 30, 2024 was 306.6 % compared to 17.2 % for the nine months ended September 30, 2023 .

The total tax provision for the nine months ended September 30, 2024 was $ 28,012 compared to $ 69,476 for the nine months ended September 30, 2023 .

The Company's effective tax rate for the nine months ended September 30, 2024 differs from the Company's statutory tax rate and the prior periods primarily due to pretax losses in the US and certain foreign jurisdictions, and from establishment of additional valuation allowance in the US and foreign entities.

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

3 unchanged sentences

Earnings per share

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

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

2024 2023 2024 2023

13 unchanged sentences

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,

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

2 unchanged sentences

— — 2,039,768 —

Equity Agreement shares (2)

— 555,359 — —

Total — 555,359 3,730,688 —

(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

Series A Preferred Units.

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

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

During the third quarter of 2024, the Company declared a dividend of $ 20,507 , representing $ 0.10 per Class A share;

this dividend had not been paid as of September 30, 2024.

The Company declared and paid dividends of $ 20,503 during the

three months ended September 30, 2023 , representing $ 0.10 per Class A share.

The Company paid dividends of $ 41,010 and $ 61,473 during the nine months ended September 30, 2024 and 2023 , respectively, representing $ 0.10 per Class A share.

During each of the three months ended September 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 nine months ended September 30, 2024 and 2023 , the Company paid dividends of $ 9,057 to holders of the GMLP Series A Preferred Units.

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

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

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

During the third quarter of 2024, the Company paid dividends on the Series A Convertible Preferred Stock of $ 2,493 for the nine months ended September 30, 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.

4 unchanged sentences

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

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

The following table summarizes the RSU activity for the nine months ended September 30, 2024:

Restricted Stock

6 unchanged sentences

Forfeited ( 121,315 ) 32.48

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

Non-vested RSUs as of September 30, 2024 2,655,157 $ 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.

The weighted-average remaining vesting period of non-vested RSUs totaled 0.85 years as of September 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

Compensation expense of $ 4,759

and $ 6,777 for the three and nine months ended September 30, 2024 associated with this award is included in the table below.

For the three months and nine months ended September 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 September 30, 2024 Nine Months Ended September 30, 2024

Operations and maintenance $ 80 $ 179

1 unchanged sentence

Total share-based compensation expense $ 22,543 $ 47,855

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.

During the three and nine months ended September 30, 2024, the Company recognized a reversal of cumulative compensation expense of $ 320 and $ 481 , respectively, 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,

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 .

As of September 30, 2024, unrecognized compensation costs from non-vested RSUs was $ 46,903 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 47,181 .

Related party transactions

2 unchanged sentences

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

The charges under the Administrative Agreement that are attributable to the Company totaled 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.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 1,363 and $ 1,643 for the three months ended September 30, 2024 and 2023, respectively, and totaled expenses of $ 3,171 and $ 4,284 for the nine months ended September 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.

As of September 30, 2024 and December 31, 2023, $ 3,104 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.

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

The Company incurred, at market rates, charter costs of $ 134 and $ 523 for the three months ended September 30, 2024 and 2023, respectively, and $ 1,218 and $ 1,934 for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, $ 251 and $ 1,095 was due, respectively.

Fortress affiliated entities

1 unchanged sentence

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

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended 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.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended September 30, 2024 and 2023, $ 319 and $ 280 of rent and office related expenses were incurred by these affiliates, respectively.

For the nine months ended September 30, 2024 and 2023, $ 781 and $ 821 of rent and office related expenses were incurred by these affiliates, respectively.

As of September 30, 2024 and December 31, 2023, $ 2,338 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.

The Company incurred rent and administrative expenses of $ 0 and $ 767 for the three months ended September 30, 2024 and 2023, respectively, and $ 900 and $ 2,016 for the nine months ended September 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 September 30, 2024 and December 31, 2023, $ 3,602 and $ 2,702 were d ue to Fortress affiliated entities, respectively.

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

The Company recognized expense related to the land lease of $ 134 and $ 126 during the three months ended June 30, 2024 and 2023, respectively, and $ 237 and $ 252 during the six months ended June 30, 2024 and 2023, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has amounts due to FECI of $ 0 and $ 92 as of June 30, 2024 and December 31, 2023, respectively.

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

The Company recognized expense related to the land lease of $ 73 and $ 126 during the three months ended September 30, 2024 and 2023, respectively, and $ 310 and $ 378 during the nine months ended September 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 September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, the Company has recorded a lease liability of $ 3,377 and $ 3,368 , respectively, for the Company's Miami facility which, after June 30, 2024, has been classified as liabilities held for sale 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.

The Company recognized expense related to the land lease of $ 548 and $ 30 during the nine months ended September 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 Jefferson Terminal of $ 390 and $ 0 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company has recorded a right-of-use asset of $ 3,622 and a lease liability of $ 4,383 on the Condensed Consolidated Balance Sheets.

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

3 unchanged sentences

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

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

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

As of June 30, 2024, the Company operates in two reportable segments:

The Company recognized $ 123 and $ 117 in expense within Selling, general and administrative for the three months ended September 30, 2024 and 2023, respectively, and $ 387 and $ 318 in expense within Selling, general and administrative for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, $ 123 and $ 106 were due to DevTech, respectively.

As of September 30, 2024, the Company operates in two reportable segments:

Terminals and Infrastructure and Ships:

2 unchanged sentences

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.

• Ships includes vessels that are leased to customers under long-term arrangements, and as of September 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.

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

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

2 unchanged sentences

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:

Three Months Ended June 30, 2024

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

Three Months Ended September 30, 2024

(in thousands of $) Terminals and

15 unchanged sentences

$ 753,011 $ — $ 753,011 $ — $ 753,011

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Terminals and

15 unchanged sentences

$ 1,883,824 $ — $ 1,883,824 $ — $ 1,883,824

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

(in thousands of $) Terminals and

13 unchanged sentences

$ 662,717 $ — $ 662,717 $ — $ 662,717

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in thousands of $) Terminals and

13 unchanged sentences

$ 2,911,345 $ — $ 2,911,345 $ — $ 2,911,345

(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.

(1) Cost of sales in the Company’s segment measu re only includes realized gains and losses on derivative transactions that are an economic hedge of commodity purchases and sales, and realized losses of $ 293 and realized gains of $ 141,560 for the three and nine months ended September 30, 2023, respectively, were recognized 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 recognized unrealized gains of $ 423 and unrealized losses of $ 107,882 on the mark-to-market value of derivative transactions for the three and nine months ended September 30, 2023, respectively, and these gains and losses reconcile Cost of sales in the segment measure to Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has excluded contract acquisition costs that do not meet the criteria for capitalization from the segment measure.

Contract acquisition costs of $ 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) .

Contract acquisition costs of $ 0 and $ 6,232 for the three and nine months ended September 30, 2023, respectively, reconcile Cost of sales in the segment measure to Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

There were no contract acquisition costs incurred in 2024.

(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).

(4) For the three and nine months ended September 30, 2024, Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $ 150,000 (Note 6);

a portion of these deferred earnings of $ 42,273 were recognized upon delivery during the third quarter of 2024.

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.

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 (income) 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,

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

(in thousands of $) 2024 2023 2024 2023

4 unchanged sentences

Interest expense 71,107 64,822 228,850 200,891

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

Other (income) expense, net ( 5,836 ) ( 2,271 ) 60,630 16,150

Asset impairment expense 1,484 — 5,756 —

1 unchanged sentence

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

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

Tax provision 2,953 25,194 28,012 69,476

(Income) from equity method investments — ( 489 ) — ( 12,738 )

1 unchanged sentence

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

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.

Equity Offering

On October 1, 2024, the Company entered into an Underwriting Agreement with several underwriters to issue and sell 46,349,942 shares of the Company's Class A common stock, par value $ 0.01 per share, at a purchase price to the public of $ 8.63 per share, less underwriting discounts and commissions, in a registered public offering (the "Equity Offering").

The Company's chief executive officer, Wesley R.

Edens, agreed to purchase 5,793,742 shares at the public offering price per share and on the same terms as the other purchasers in the Equity Offering.

The Equity Offering closed on October 2, 2024.

The Company received net proceeds of approximately $ 387.3 millions after underwriters' discounts and commissions and the estimated offering expenses payable by the Company.

Exchange and Subscription Agreement

On November 6, 2024, the Company entered into the Exchange and Subscription Agreement with the Supporting Holders to implement the transactions described in the TSA (Refer to Note 19 - Debt).

Pursuant to the Exchange and Subscription Agreement, NFE Financing will issue an aggregate principal amount of $ 2.7 billion in New Notes pursuant to the Transactions.

Net proceeds from the Transactions will be used to repay in full the outstanding aggregate principal amount of the Company's 2025 Notes, exchange a portion of the existing 2026 Notes and 2029 Notes, and for general corporate purposes.

The New Notes will be issued pursuant to an indenture (the "New Notes Indenture").

Refer to Note 19 - Debt for further information on the Exchange and Subscription Agreement.

Pursuant to the Exchange and Subscription Agreement, the Supporting Holders may elect to receive a commitment fee equal to either (i) 5 % of the aggregate principal amount of such Supporting Holder’s New Notes, payable in shares of Class A common stock of the Company, at a price of $ 8.63 per share (the "Commitment Fee Shares"), (ii) 2 % of the aggregate principal amount of such Supporting Holder’s New Notes, payable in kind in the form of additional New Notes (the "Commitment Fee Notes"), or (iii) a combination of the foregoing.

To the extent any Supporting Holder elects to receive Commitment Fee Notes, the equivalent value in Commitment Fee Shares will be ratably reallocated amongst the other Supporting Holders to ensure that the Supporting Holders will in any case receive 5 % of the total amount of New Notes payable in Commitment Fee Shares.

In the event any Supporting Holder elects to receive the Commitment Fee Shares, such Supporting Holder will enter into a Registration Rights Agreement with the Company, pursuant to which such Supporting Holder is entitled to certain registration rights and subject to certain lock-up restrictions.

Any Supporting Holders may not, subject to customary exceptions, offer, sell, contract to sell, pledge or otherwise dispose of the Commitment Fee Shares for a period of six months from the date of the Registration Rights Agreement without the prior written consent of the Company.

New Notes Indenture

The New Notes will be issued by NFE Financing, bearing interest at a per annum rate of 12 % and interest will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2025.

The New Notes will mature on November 15, 2029 and are payable in full on maturity date.

NFE Financing may redeem the New Notes, in whole or in part, at any time prior to maturity, subject to certain prepayment premiums.

NFE Financing is required to prepay the New Notes, subject to repurchase premiums, upon occurrence of change of control events and other specified prepayment events.

Additionally, the New Notes will be subject to a par repurchase offer in connection with any “Pass Through Prepayment Event” (defined as any prepayment made under the Brazil Parent Credit Agreement or the Series II Credit Agreement (each, as defined below)).

The New Notes will be guaranteed on a senior secured basis by NFE Financing’s wholly-owned subsidiary, Bradford County Real Estate Partners LLC ("New Notes Guarantor"), which owns the Company's land in Wyalusing, Pennsylvania.

The New Notes will be secured by first-priority liens on (a) all assets of NFE Financing, including the promissory note evidencing indebtedness under the Series II Credit Agreement (as defined below), the promissory note evidencing indebtedness under the Brazil Parent Credit Agreement (as defined below), approximately 45 % of the equity in NFE Brazil Holdings Limited ("NFE Brazil Holdings"), which owns the Company’s Brazil business, and 100 % of the equity in the New Notes Guarantor and (b) all assets of the New Notes Guarantor.

In connection with NFE Financing’s issuance of the New Notes, NFE will:

(i) enter into approximately $ 1.4 billion Series II Credit Agreement (as defined below) with NFE Financing, (ii) enter into an approximately $ 970 million Series I Credit Agreement (as defined below) with NFE Brazil Investments LLC (“Brazil Parent”), an indirectly owned, restricted subsidiary of the Company and the direct parent of NFE Financing, and (iii) further cause Brazil Parent to enter into an approximately $ 970 million Brazil Parent Credit Agreement (as defined below) with NFE Financing.

Intercompany loans

Brazil Parent Credit Agreement

NFE Financing and Brazil Parent will enter into a credit agreement (the “Brazil Parent Credit Agreement”), whereby NFE Financing will provide a term loan of approximately $ 970 million (the “Brazil Parent Term Loan”) to Brazil Parent, which

will mature in November 2029.

The obligations under the Brazil Parent Credit Agreement will be secured by substantially all assets of Brazil Parent (including a pledge of the equity interests held by Brazil Parent in NFE Brazil Holdings).

Brazil Parent may redeem the Brazil Parent Term Loan, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

Brazil Parent is required to prepay the Brazil Parent Term Loan, subject to repurchase premiums, upon occurrence of certain events, including any change of control and receipt of net proceeds from any prepayment under the Series I Credit Agreement (as defined below).

The Brazil Parent Credit Agreement is expected to contain usual and customary representations and warranties, covenants and events of default for financings of this type.

Series I Credit Agreement

NFE and Brazil Parent will enter into a term loan credit agreement (“Series I Credit Agreement”), under which Brazil Parent will provide NFE a senior secured term loan in an aggregate principal amount of approximately $ 970 million (the “Series I Term Loan”).

The Company intends to use proceeds to repay in full the outstanding aggregate principal amount of the Company’s 2025 Notes and consummate a portion of the Exchange Transactions.

Series II Credit Agreement

NFE and NFE Financing will enter into a term loan credit agreement (“Series II Credit Agreement”), under which NFE Financing will provide NFE a senior secured term loan in an aggregate principal amount of approximately $ 1.4 billion (the “Series II Term Loan”).

The proceeds will be used by the Company to consummate the Exchange Transactions.

Both Series I and Series II Term Loan will mature in November 2029 and will be payable in full on the maturity date.

The obligations under both the Series I Credit Agreement and Series II Credit Agreement will be guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the 2026 Notes and the 2029 Notes.

The obligations under the Series I and Series II Credit Agreement will be secured by substantially the same collateral that currently secures the 2026 Notes and 2029 Notes.

An equal priority intercreditor agreement will govern the treatment of the collateral.

The Company may redeem the Series I and Series II Term Loan, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

In addition, the Company will be required to prepay the Series I and Series II Term Loan upon the occurrence of any change of control (as defined in the New Notes Indenture and the Brazil Parent Credit Agreement), and with the net proceeds of certain asset sales, condemnations and debt and convertible securities issuances.

Both Series I and Series II Credit Agreement are expected to contain customary representations, warranties, covenants and events of default, subject to certain thresholds and grace periods, typical for financings of this type.

Credit Agreement Amendments

On November 6, 2024, the Company entered into the Ninth Amendment to its Revolving Credit Agreement (the “Ninth Amendment”), which extends the maturity date of the Revolving Facility for consenting lenders from April 15, 2026 to October 15, 2027, subject to certain events that would cause the maturity to spring to an earlier date as described in the Ninth Amendment.

On November 6, 2024, the Company entered into the Fifth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement (the “Fifth Amendment”, and together with the “Ninth Amendment,” the “Amendments”).

The Amendments, among other things, modify the definition of Excluded Assets and exclude certain assets of the Company’s Brazil business from the definition of Excluded Assets.

The Amended Credit Agreements also amend the financial covenant that tests the consolidated first lien debt ratio.

The consolidated first lien debt ratio cannot exceed (i) 9.50 to 1.00, for the fiscal quarters ending March 31, 2025 through June 30, 2025, (ii) 8.50 to 1.00, for the fiscal quarters ending September 30, 2025 through December 31, 2025, (iii) 8.00 to 1.00, for the fiscal quarters ending March 31, 2026 through June 30, 2026, and (iv) 7.50 to 1.00, for the fiscal quarters ending September 30, 2026 and each fiscal quarter thereafter.

The Amended Credit Agreements also add a fixed charge coverage ratio test.

Commencing with the fiscal quarter ending March 31, 2025, the Company cannot permit the fixed charge coverage ratio (the ratio of consolidated EBITDA to fixed charges) for the Company and its restricted subsidiaries to be less than 0.80 to 1.00 for the fiscal quarter ending March 31,

2025 and, for the fiscal quarter ending June 30, 2025 and each fiscal quarter thereafter, 1.00 to 1.00.

Additionally, the Amendments modify how consolidated EBITDA is calculated to more closely align with the calculations in certain of the Company's existing term loan facilities and also remove the Debt to Total Capitalization Ratio.

Lumina Note Purchase Agreement

On November 6, 2024, NFE Brazil Financing Limited (“NFE Brazil”), a wholly-owned, indirect subsidiary of the Company, entered into a note purchase agreement (the “Note Purchase Agreement”) to issue and sell up to $ 350 million aggregate principal amount of its 15 % Senior Secured Notes due 2029 (the “NFE Brazil Notes”) at a purchase price of 97.75 % of the principal amount.

The obligations under the NFE Brazil Notes will be guaranteed by the Company and certain subsidiaries of NFE Brazil, and NFE Brazil, its subsidiary guarantors and certain of its other subsidiaries will grant security interests in certain of their assets to secure the NFE Brazil Notes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements