What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-12 compared with 2024-08-09 · 294 added, 194 removed, 442 unchanged (52% of the section changed)

22 unchanged sentences

We expect to begin to source a portion of our LNG from our modular floating liquefaction facilities, which we refer to as "Fast LNG" or "FLNG." Our first FLNG facility began producing LNG in July 2024.

The first full cargo was loaded onto the Energos Princess vessel and set sail for Europe on September 30, 2024.

Following the anticipated sale of our Miami Facility, we expect to continue sourcing LNG from third parties and for a portion of our supply to be generated by our first FLNG unit.

4 unchanged sentences

Our Current Operations – Terminals and Infrastructure

Our management team has successfully employed our strategy to secure long-term contracts with significant customers, including Jamaica Public Service Company Limited (“JPS”), the sole public utility in Jamaica, South Jamaica Power Company Limited (“SJPC”), an affiliate of JPS, Jamalco, a bauxite mining and alumina producer in Jamaica, the

Puerto Rico Electric Power Authority (“PREPA”), and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below.

Power Company Limited (“SJPC”), an affiliate of JPS, Jamalco, a bauxite mining and alumina producer in Jamaica, the Puerto Rico Electric Power Authority (“PREPA”), and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below.

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

38 unchanged sentences

In the fourth quarter of 2022, we finalized short-form agreements with CFE to expand and extend our supply of natural gas to multiple CFE power generation facilities in Baja California Sur and to sell the La Paz Power Plant to CFE.

We executed the final long-form gas sales agreement in the second quarter of 2023, which is subject to certain conditions precedent including the execution of the final agreement to sell the La Paz Power Plant.

In the third quarter of 2024, we executed a 10-year gas sales agreement to supply natural gas to additional CFE facilities on take-or-pay basis.

Miami Facility

2 unchanged sentences

On June 30, 2024, the Company entered into a definitive agreement to sell its Miami Facility for $62 million.

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.

Our LNG Supply and Cargo Sales

6 unchanged sentences

LNG facilities, each with a 20-year term, which are expected to commence in 2027.

Finally, we plan to commence production from our own Fast LNG facilities, the first of which began to produce LNG in July 2024 .

Finally, we plan to source production from our own Fast LNG facilities, the first of which began to produce LNG in July 2024 .

We sold the first full cargo from this facility on September 30, 2024.

We plan to expand that capacity when additional Fast LNG units come online.

12 unchanged sentences

The in-place and future charters to NFE of ten vessels prevent the recognition of the sale of those vessels to Energos, and the proceeds associated with these vessels have been treated as a failed sale leaseback.

As a result, these ten vessels continue to be recognized on our Consolidated Balance Sheet as Property, plant and equipment, and the proceeds are recognized as debt.

Consistent with this treatment as a failed

sale leaseback, (i) the third party charter revenues continue to be recognized by us as Vessel charter revenue;

As a result, these ten vessels continue to be recognized on our Consolidated Balance

Sheet as Property, plant and equipment, and the proceeds are recognized as debt.

Consistent with this treatment as a failed sale leaseback, (i) the third party charter revenues continue to be recognized by us as Vessel charter revenue;

(ii) the costs of operating the vessels is included in Vessel operating expenses for the remaining terms of the third-party charters and (iii) such revenues are included as part of debt service for the sale leaseback financing debt and are included in additional financing costs within Interest expense, net.

22 unchanged sentences

In the first quarter of 2023, we executed an agreement with CFE to supply natural gas for one FLNG unit located off the coast of Altamira, Tamaulipas, Mexico.

The 1.4 million ton per annum (“MTPA”) FLNG unit will utilize CFE’s firm pipeline transportation capacity on the Sur de Texas-Tuxpan Pipeline to receive feedgas volumes.

The 1.4 million ton per annum (“MTPA”) FLNG unit is utilizing CFE’s firm pipeline transportation capacity on the Sur de Texas-Tuxpan Pipeline to receive feedgas volumes.

Our first FLNG unit has been installed and connected to the gas pipeline at Altamira, and we are in the process of commissioning the project.

While we experienced a delays in commissioning our first FLNG unit, which impacted our results of operations in this period and may impact our results in future periods, in July 2024, we began to produce LNG, and we expect to achieve run-rate production later in 2024.

While we experienced delays in commissioning our first FLNG unit, which impacted our results of operations in this period and may impact our results in future periods, in July 2024, we began to produce LNG, and we expect to achieve run-rate production later in 2024.

We sold the first full cargo from this facility on September 30, 2024.

In the first quarter of 2024, we executed an agreement with CFE to supply natural gas to an onshore liquefied natural gas terminal with up to two 1.4 MTPA FLNG units.

1 unchanged sentence

The Altamira onshore LNG facility is a world class import facility that will be converted to export LNG similar to other gulf coast regasification terminals.

Existing infrastructure at the facility includes two 150,000m3 storage tanks, deepwater marine berth and access to local gas and power networks.

infrastructure at the facility includes two 150,000m3 storage tanks, deepwater marine berth and access to local gas and power networks.

In addition, we are considering a plan to install up to two FLNG units approximately 16 nautical miles off the southeast coast of Grand Isle, Louisiana.

13 unchanged sentences

We have entered into a 15-year gas supply agreement with a subsidiary of Norsk Hydro ASA for the supply of natural gas to the Alunorte Alumina Refinery in Pará, Brazil, through our Barcarena Facility.

We substantially completed our Barcarena Facility in 2022 and expect to commence operations, including delivery to the Alunorte Alumina Refinery in the second half of 2024.

We substantially completed our Barcarena Facility in 2022 and are in process of final commissioning.

The Barcarena Facility will also supply our new 630MW combined cycle thermal power plant to be located in Pará, Brazil (the “Barcarena Power Plant”).

11 unchanged sentences

The Santa Catarina Facility and associated pipeline are expected to have a total addressable market of 15 million cubic meters per day.

We expect to complete commissioning of our Santa Catarina Facility and commence operations in the second half of 2024.

We are in the process of final commissioning of our Santa Catarina Facility.

Ireland Facility

3 unchanged sentences

In the third quarter of 2023, An Bord Pleanála, Ireland's planning commission, denied our application for the development of an LNG terminal and power plant.

We are challenging this decision.

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 on our results of operations.

5 unchanged sentences

In total, ZeroPark I is expected to produce up to 86,000 kg of clean hydrogen per day, or approximately 31,000 TPA.

We have commenced design, engineering and permitting for ZeroPark I and expect to commence operations on the first phase in 2025.

We have commenced design, engineering and permitting for ZeroPark I.

Additionally, we have secured a binding offtake commitment for the clean hydrogen produced at ZeroPark I.

Once completed, we expect ZeroPark I to be the largest green hydrogen plant in the United States.

Recent Developments

The Company recently launched Klondike, a power and data center development business dedicated to working with hyperscale customers to build and operate data centers.

We recently launched Klondike, a power and data center development business dedicated to working with hyperscale customers to build and operate data centers.

This venture comes in response to a significant need for turnkey digital infrastructure to support the next stage of explosive growth in artificial intelligence.

5 unchanged sentences

These locations have large existing power plants or permits in process to build several gigawatts of power, connectivity to fiber networks, access to transmission and water.

Recent Developments

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 our 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").

Our 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.

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

Transaction Support Agreement and Exchange and Subscription Agreement

On September 30, 2024, we entered into a Transaction Support Agreement (the "TSA") with certain holders of our 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 our indebtedness while providing additional operating liquidity and financial flexibility.

On November 6, 2024, we 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 our 2026 Notes and 2029 Notes (the "Exchange Transactions" and together with the Subscription Transactions, the "Transactions").

The New Notes will be issued pursuant to an indenture (the "New Notes Indenture") and will be issued in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

We intend to use net proceeds from the Transactions to repay in full the outstanding aggregate principal amount of our 2025 Notes and for general corporate purposes.

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 our Class A common stock, 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 our prior written consent.

New Notes Indenture

Interest on the New Notes 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 our 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, the promissory note evidencing indebtedness under the Brazil Parent Credit Agreement, approximately 45% of the equity in NFE Brazil Holdings Limited ("NFE Brazil Holdings"), which owns our 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”).

We intend to use proceeds to repay in full the outstanding aggregate principal amount of our 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 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.

We 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, we 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, we entered into the Ninth Amendment to our 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, we 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 our 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, we 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 our 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.

Other Matters

9 unchanged sentences

On July 31, 2023, FERC issued an order stating that it would not take action to prevent the construction and operation of the pipeline and interconnect and on January 30, 2024, FERC reaffirmed the order allowing the construction and operation to continue.

Results of Operations – Three Months Ended June 30, 2024 compared to Three Months Ended March 31, 2024 and Six Months Ended June 30, 2024 compared to Six Months Ended June 30, 2023

On September 26, 2024, the United States Coast Guard ("USCG") filed a Letter of Recommendation with FERC in which it assessed our Letter of Intent dated April 12, 2024, and our Waterway Suitability Assessment, dated August 26, 2024, in respect of future ship to ship transfers with alternative vessels, and recommended against the allowance of the proposed operations.

Further, the USCG issued a Letter of Warning in respect of our ongoing ship to ship transfers of LNG operations within the San Juan port limits.

On October 21, 2024, we filed an appeal with the USCG under 33 CFR 160.7 and are awaiting a response.

On October 25, 2024, FERC issued a notice of intent to prepare an Environmental Impact Statement, which included, among other things, two public scoping sessions in Puerto Rico scheduled for November 18, 2024 in accordance with the National Environmental Policy Act.

Results of Operations – Three Months Ended September 30, 2024 compared to Three Months Ended June 30, 2024 and Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023

Performance of our two segments, Terminals and Infrastructure and Ships, is evaluated based on Segment Operating Margin.

1 unchanged sentence

We reconcile Consolidated Segment Operating Margin to GAAP Gross margin, inclusive of depreciation and amortization.

Consolidated Segment Operating Margin is mathematically equivalent to Revenue minus Cost of sales (excluding depreciation and amortization reflected separately) minus Operations and maintenance minus Vessel operating expenses, each as reported in our financial statements.

Consolidated Segment Operating Margin is mathematically equivalent to Revenue minus Cost of sales (excluding depreciation and amortization reflected separately) minus Operations and maintenance minus

Vessel operating expenses, each as reported in our financial statements.

We believe this non-GAAP measure, as we have defined it, offers a useful supplemental measure of the overall performance of our operating assets in evaluating our profitability in a manner that is consistent with metrics used for management’s evaluation of the overall performance of our operating assets.

5 unchanged sentences

Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our Gross margin, and not to rely on any single financial measure to evaluate our business.

The tables below present our segment information for the three months ended June 30, 2024 and March 31, 2024, and for the six months ended June 30, 2024 and June 30, 2023:

Three Months Ended June 30, 2024

The tables below present our segment information for the three months ended September 30, 2024 and June 30, 2024, and for the nine months ended September 30, 2024 and September 30, 2023:

Three Months Ended September 30, 2024

(in thousands of $) Terminals and

11 unchanged sentences

Segment Operating Margin $ 184,846 $ 34,808 $ 219,654 $ (17,727) $ 201,927

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in thousands of $) Consolidated

2 unchanged sentences

Consolidated Segment Operating Margin (Non-GAAP) $ 201,927

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands of $) Terminals and

8 unchanged sentences

39,292 — 39,292 — 39,292

Deferred earnings from contracted sales (5)

90,000 $ — 90,000 (90,000) —

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands of $) Consolidated

2 unchanged sentences

Consolidated Segment Operating Margin (Non-GAAP) $ 158,351

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Terminals and

3 unchanged sentences

Cost of sales 776,269 — 776,269 — 776,269

450,977 — 450,977 — 450,977

Vessel operating expenses — 25,153 25,153 — 25,153

— 16,899 16,899 — 16,899

Operations and maintenance 139,902 — 139,902 — 139,902

107,840 — 107,840 — 107,840

Deferred earnings from contracted sales(5) 150,000 — 150,000 (150,000) —

90,000 — 90,000 (90,000) —

Segment Operating Margin $ 749,194 $ 103,071 $ 852,265 $ (107,727) $ 744,538

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Consolidated

2 unchanged sentences

Consolidated Segment Operating Margin (Non-GAAP) $ 744,538

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in thousands of $) Terminals and

3 unchanged sentences

Cost of sales 488,512 — 488,512 114,114 602,626

296,169 — 296,169 114,537 410,706

Vessel operating expenses — 42,295 42,295 (5,948) 36,347

— 30,682 30,682 (5,948) 24,734

Operations and maintenance 121,187 — 121,187 — 121,187

60,368 — 60,368 — 60,368

Segment Operating Margin $ 836,318 $ 188,020 $ 1,024,338 $ (129,560) $ 894,778

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in thousands of $) Consolidated

2 unchanged sentences

Consolidated Segment Operating Margin (Non-GAAP) $ 894,778

(1) Cost of sales in our segment measure only includes realized gains and losses on derivative transactions that are economic hedges of our commodity purchases and sales, and realized gains of $141.9 million for the six months ended June 30, 2023 were recognized as a reduction to Cost of sales in the segment measure.

(1) Cost of sales in our segment measure only includes realized gains and losses on derivative transactions that are economic hedges of our commodity purchases and sales, and realized losses of $0.3 million and realized gains of $141.6 million for the three and nine months ended September 30, 2023, respectively, were recognized as a reduction to Cost of sales in the segment measure.

No such transactions were completed in 2024.

The Company recognized unrealized losses of $108.3 million on the mark-to-market value of derivative transactions for the six months ended June 30, 2023, and these 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 $6.2 million for the six months ended June 30, 2023 are shown as a reduction to Cost of sales in the segment measure.

We recognized unrealized gains of $0.4 million and unrealized losses of $107.9 million 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) .

We have excluded contract acquisition costs that do not meet the criteria for capitalization from the segment measure.

Contract acquisition costs of $6.2 million for the nine months ended September 30, 2023 are shown as a reduction to Cost of sales in the segment measure.

There were no contract acquisition costs incurred in 2024.

(2) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(3) Consolidation and Other adjusts for the inclusion of deferred earnings on contracted LNG sales of $90,000.

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 to this investment, as well as unrealized mark-to-market gain or loss on derivative instruments, are also removed.

(3) Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $150.0 million;

a portion of these deferred earnings of $42.3 million were recognized upon delivery during the third quarter of 2024.

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

(4) Operations and maintenance and Vessel operating expenses are directly attributable to revenue-producing activities of our terminals and vessels and are included in the calculation of Gross margin defined under GAAP.

(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.

Terminals and Infrastructure Segment

Three Months Ended,

(in thousands of $) June 30, 2024 March 31, 2024 Change

(in thousands of $) September 30, 2024 June 30, 2024 Change

Total revenues $ 482,200 $ 385,428 $ 96,772

3 unchanged sentences

Segment Operating Margin $ 184,846 $ 214,276 $ (29,430)

Six Months Ended,

(in thousands of $) June 30, 2024 June 30, 2023 Change

Nine Months Ended,

(in thousands of $) September 30, 2024 September 30, 2023 Change

Total revenues $ 1,515,365 $ 1,446,017 $ 69,348

4 unchanged sentences

Total revenue

Total revenue for the Terminals and Infrastructure Segment decreased by $262.3 million for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

The decrease was primarily driven by decreases to revenue earned in our Puerto Rican operations after the termination of our contract to support the grid stabilization project late in the first quarter of 2024.

Additionally, volumes delivered to downstream terminal customers decreased from 22.0 TBtu in the first quarter of 2024 to 20.2 TBtu in the second quarter of 2024, which was primarily due to contract termination and maintenance in our Puerto Rico operations.

The average Henry Hub index pricing used to invoice our downstream customers decreased by 15% for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

Total revenue for the Terminals and Infrastructure Segment increased by $35.1 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and the increase in revenue was primarily attributable to the following:

• For the six months ended June 30, 2024, volumes delivered to downstream customers were 42.1 TBtu as compared to 26.1 TBtu for the six months ended June 30, 2023.

We delivered gas for two and half months for the

grid stabilization project in Puerto Rico during the first half of 2024, while the project was just ramping up during the second quarter of 2023.

• In the third quarter of 2023, we started providing operations and maintenance services to PREPA's thermal generation assets recognizing $109.6 million of revenue during the six months ended June 30, 2024.

Total revenue for the Terminals and Infrastructure Segment increased by $96.8 million for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024.

The increase was primarily driven by higher cargo sales and Henry Hub index that forms a portion of the pricing to invoice most of our customers in this segment, partially offset by lower incentive fee revenue from the Genera's operation and maintenance contract.

The increase in revenue in the third quarter of 2024 when compared to the second quarter of 2024 was primarily attributable to the following:

• Revenue from cargo sales was $174.6 million for the three months ended September 30, 2024, increasing from $24.5 million for the three months ended June 30, 2024.

• Volumes delivered to downstream terminal customers were substantially consistent, increasing from 20.2 TBtu in the second quarter of 2024 to 20.7 TBtu in the third quarter of 2024.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 14% for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024.

Total revenue for the Terminals and Infrastructure Segment increased by $69.3 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, and the increase in revenue was primarily attributable to the following:

• For the nine months ended September 30, 2024, volumes delivered to downstream customers were 62.8 TBtu as compared to 46.1 TBtu for the nine months ended September 30, 2023.

• In 2023, we began to support the grid stabilization project in Puerto Rico, commissioning power generation assets in the second and third quarters of 2023, and the increase in volumes for the nine months ended September 30, 2024 is primarily attributable to additional sales in Puerto.

Our customer terminated the grid stabilization project in the first quarter of 2024, but we continue to sell volumes into these power plants under a new island-wide gas sale agreement signed with PREPA.

Although we delivered significantly higher volumes in the current year, our revenue was impacted by lower Henry Hub pricing and lower cargo sale revenue.

• The average Henry Hub index pricing used to invoice our downstream customers decreased by 25% for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

• The Company had $24.5 million in cargo sales for the six months ended June 30, 2024.

Revenue from cargos sales was $617.1 million for the six months ended June 30, 2023

• The average Henry Hub index pricing used to invoice our downstream customers decreased by 22% for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

• The Company had $199.1 million in cargo sales for the nine months ended September 30, 2024.

Revenue from cargos sales was $617.1 million for the nine months ended September 30, 2023.

Cost of sales

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Under our contract with PREPA, we pass all of these costs onto PREPA, and such billings are recognized as revenue.

Cost of sales decreased by $7.3 million for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024, which was attributable to lower cost of gas purchased and volumes delivered.

We delivered 8% less volumes to our downstream terminal customers during the three months ended June 30, 2024 compared to the three months ended March 31, 2024.

Our cost to deliver natural gas volumes decreased to $6.42 per MMBtu for the three months ended June 30, 2024 from $6.96 per MMBtu for the three months ended March 31, 2024.

After our FLNG asset is fully commissioned and operational, we expect to be able to produce materially cheaper LNG than the LNG purchased under our supply contracts.

Cost of sales increased by $154.8 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, which was attributable to the following activity:

• In the six months ended June 30, 2023, realized gains of $141.9 million from the settlement of commodity swap transactions, entered into as an economic hedge to reduce the market risks associated with commodity prices, were included as reduction of cost of sales in the segment measure.

For segment performance measures, unrealized mark to market gains and losses are excluded until settled.

No such transactions occurred in the current period.

• We incurred increased cost of LNG purchased from third parties for sale to our downstream customers of $71.1 million during the six months ended June 30, 2024 due to increased volumes delivered.

Cost of sales increased by $103.4 million for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024, which was attributable to higher cost of gas purchased and cargo sales.

Our cost to deliver natural gas volumes increased to $6.65 per MMBtu for the three months ended September 30, 2024 from $6.42 per MMBtu for the three months ended June 30, 2024.

After our FLNG asset is fully commissioned and operational, we expect to be able to produce LNG at a lower cost than the LNG purchased under our supply contracts.

We incurred increased cost of LNG for LNG cargo sales during the third quarter of 2024 by $76.7 million compared to the second quarter of 2024 due to higher volumes delivered.

Cost of sales increased by $287.8 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, which was attributable to the following activity:

• We incurred increased cost of LNG purchased from third parties for sale to our downstream customers of $76.4 million during the nine months ended September 30, 2024 due to increased volumes delivered.

We delivered 36% more volume to our downstream terminal customers in the current period.

While we delivered significantly more volumes to our downstream customers, our pricing to purchase LNG for delivery to such customers was lower, decreasing to $6.65 per MMBtu for the six months ended June 30, 2024 from $7.66 per MMBtu for the six months ended June 30, 2023.

• Vessel costs increased by $47.3 million, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

In 2023, we chartered additional vessels to enable us to rapidly have the infrastructure available to deliver additional LNG to Puerto Rico to support the grid stabilization contract.

In future periods, we expect our vessel costs to decrease as we optimize our supply chain to Puerto Rico with fewer and less costly vessels.

We were also able to sub-charter certain vessels for a portion of the current period, earning incremental charter revenue.

• We recognized additional payroll and other operating costs of $47.6 million to provide services under Genera's operations and maintenance contract;

While we delivered significantly more volumes to our downstream customers, our pricing to purchase LNG for delivery to such customers was lower,

decreasing to $ 6.65 per MMBtu for the nine months ended September 30, 2024 from $ 7.26 per MMBtu for the nine months ended September 30, 2023.

• Vessel costs increased by $59.8 million, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

The increase is primarily driven by additional vessels being used for servicing our terminals during 2024.

• We recognized payroll and other operating costs of $77.0 million to provide services under Genera's operations and maintenance contract for the nine months ended September 30, 2024 compared to $16.3 million for the nine months ended September 30, 2023;

these costs are passed onto PREPA.

No such costs were incurred during the six months ended June 30, 2023 as our contract commenced on July 1, 2023.

• We incurred decreased cost of LNG purchased from third parties for LNG cargo sales of $162.2 million during the six months ended June 30, 2024 as our LNG cargo sale activity has been significantly lower in the first half of 2024.

The weighted-average cost of our LNG inventory balance to be used in our operations as of June 30, 2024 and December 31, 2023 was $7.30 per MMBtu and $8.09 per MMBtu, respectively.

Only one quarter of such costs were incurred during the nine months ended September 30, 2023 as our contract commenced on July 1, 2023.

• We incurred decreased cost of LNG for LNG cargo sales during the nine months ended September 30, 2024 by $72.7 million as our LNG cargo sale activity has been significantly lower in the first three quarters of 2024.

• In the nine months ended September 30, 2023, realized gains of $141.9 million from the settlement of commodity swap transactions, entered into as an economic hedge to reduce the market risks associated with commodity prices, were included as reduction of cost of sales in the segment measure.

For segment performance measures, unrealized mark to market gains and losses are excluded until settled.

No such transactions occurred in the current period.

The weighted-average cost of our LNG inventory balance to be used in our operations as of September 30, 2024 and December 31, 2023 was $7.46 per MMBtu and $7.33 per MMBtu, respectively.

Operations and maintenance

Operations and maintenance includes costs of operating our facilities, exclusive of costs to convert that are reflected in Cost of sales.

Operations and maintenance decreased $29.3 million for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

The decrease was primarily attributable to reduced operations, maintenance and lease costs of turbines to generate power as part of the grid stabilization project in Puerto Rico.

In conjunction with the sale of certain turbines to PREPA, we have terminated our leases of certain turbines and are no longer incurring costs to operate these turbines.

Operations and maintenance increased $47.5 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 .

The increase was primarily due to additional operations and maintenance cost including lease of turbines as part of the grid stabilization project in Puerto Rico.

The project operated for two and a half months during the first half of 2024, while it was just ramping up during the second quarter of 2023.

Operations and maintenance decreased by $7.2 million for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024.

The decrease was primarily due to lower maintenance costs at our terminals during the third quarter and termination of the lease of three turbines during the second quarter of 2024.

Operations and maintenance increased $18.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 .

We incurred additional operations and maintenance costs at our La Paz Power Plant during nine months ended September 30, 2024 as it was placed into service in September 2023.

Additional operations and maintenance cost were also incurred at our La Paz Facility in 2024 to meet higher customer demand.

Deferred earnings from contracted sales

In the second quarter of 2024, we completed forward sales receiving a prepayment from the buyer of $90.0 million.

The prepayment was based on the fair market value of these sales as compared to our supply cost, and our CODM includes these results in his evaluation of Terminals and Infrastructure operations for the second quarter of 2024.

Revenue for these sales will be recognized in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as deliveries under this contract will occur in the third and fourth quarters of 2024.

In the second and third quarters of 2024, we completed forward sales receiving prepayments from the buyer of $90.0 million and $60.0 million respectively.

The prepayment was based on the fair market value of these sales as compared to our supply cost, and our CODM includes these results in his evaluation of Terminals and Infrastructure operations.

A portion of these deferred earnings of $42.3 million were recognized upon delivery during the third quarter of 2024.

Both the forward contracted sale and our supply contract are based on Henry Hub which mitigates the impact that changes in commodity pricing will have on our results of operations.

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Three Months Ended,

(in thousands of $) June 30, 2024 March 31, 2024 Change

(in thousands of $) September 30, 2024 June 30, 2024 Change

Total revenues $ 43,062 $ 42,578 $ 484

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Segment Operating Margin $ 34,808 $ 34,075 $ 733

Six Months Ended,

(in thousands of $) June 30, 2024 June 30, 2023 Change

Nine Months Ended,

(in thousands of $) September 30, 2024 September 30, 2023 Change

Total revenues $ 128,224 $ 230,315 $ (102,091)

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Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs.

As of June 30, 2024 , three FSRUs and one LNG carrier were leased to customers under long-term arrangements.

As of September 30, 2024 , three FSRUs and one LNG carrier were leased to customers under long-term arrangements.

On March 15, 2023, we completed disposition of our investment in the common units of Hilli LLC, and after this point, the revenue, expenses and operating margin attributable to our 50% ownership of the Hilli are no longer included in our segment results.

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Total revenue

Total revenue for the Ships segment remained consistent for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024 .

Total revenue for the Ships segment increased by $0.5 million during the three months ended September 30, 2024 compared to the three months ended June 30, 2024 .

Subsequent to the Energos Formation Transaction, we continue to be, for accounting purposes, the owner of certain vessels included in the transaction, and as such, we continue to recognize revenue from the charter of these vessels to third parties.

Total revenue for the Ships segment decreased $78.6 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Total revenue for the Ships segment decreased $102.1 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

After the disposition of our investment in the common units of Hilli LLC at the end of the first quarter of 2023, we no longer recognize revenue from the Hilli , decreasing revenue in the Ships segment.

Additionally the charters for four vessels concluded in 2023, lowering vessel revenue for the six months ended June 30, 2024.

Additionally the charters for four vessels concluded in 2023, lowering vessel revenue for the nine months ended September 30, 2024.

We are now utilizing these vessels in our operations.

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To the extent that these costs are a fixed amount specified in the charter, which is not dependent upon redelivery location, the estimated voyage expenses are recognized over the term of the time charter.

Vessel operating expenses remained consistent during the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

There were no changes to the vessels that comprise the Ships segment in the second quarter of 2024.

Vessel operating expenses decreased $13.8 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 .

Vessel operating expenses remained consistent during the three months ended September 30, 2024 as compared to the three months ended June 30, 2024.

There were no changes to the vessels that comprise the Ships segment in the third quarter of 2024.

Vessel operating expenses decreased $17.1 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 .

The decrease in vessel operating expenses was primarily due to lower costs related to the Hilli after the disposition our investment in the common units of Hilli LLC at the end of the first quarter of 2023.

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Other operating results

Three Months Ended, Six Months Ended,

(in thousands of $) June 30, 2024 March 31, 2024 Change June 30, 2024 June 30, 2023 Change

Three Months Ended, Nine Months Ended,

(in thousands of $) September 30, 2024 June 30, 2024 Change September 30, 2024 September 30, 2023 Change

Selling, general and administrative $ 82,388 $ 70,578 $ 11,810 $ 223,720 $ 157,048 $ 66,672

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Interest expense 71,107 80,399 (9,292) 228,850 200,891 27,959

Other expense (income), net 47,354 19,112 28,242 66,466 18,421 48,045

Other (income) expense, net (5,836) 47,354 (53,190) 60,630 16,150 44,480

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

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

Tax provision (benefit) 3,435 21,624 (18,189) 25,059 44,282 (19,223)

Tax (benefit) provision 2,953 3,435 (482) 28,012 69,476 (41,464)

Net income $ 11,313 $ (86,860) $ 98,173 $ (18,877) $ 334,004 $ (352,881)

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Selling, general and administrative includes compensation expenses for our corporate employees, employee travel costs, insurance, professional fees for our advisors, and screening costs for projects that are in initial stages and development is not yet probable.

Selling, general and administrative remained consistent for the three months ended June 30, 2024, compared to the three months ended March 31, 2024.

The Company incurred increased share-based compensation expense, that were partially offset by decrease in bad debt expense.

We recognized an additional $14.7 million of share-based compensation expense for RSUs and other equity awards during the second quarter of 2024 as we recognized a full quarter of expense for RSUs granted during the first quarter of 2024.

During the first quarter of 2024, the Company recorded an additional allowance for uncollectible receivables of $11.6 million.

There was no such allowance recognized during the second quarter of 2024.

We also incurred lower payroll and professional fees in the second quarter of 2024.

Selling, general and administrative increased by $33.4 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

The increases were primarily due to increased share-based compensation expense.

We recognized $25.2 million of share-based compensation expense for RSUs and other equity awards during the first half of 2024;

no significant cost was recognized in the first half of 2023.

Selling, general and administrative increased $11.8 million for the three months ended September 30, 2024, compared to the three months ended June 30, 2024.

The Company incurred payroll severance cost of $7.9 million and additional share-based compensation expense of $2.5 million during the three months ended September 30, 2024.

Selling, general and administrative increased $66.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

The increase was primarily due to increased share-based compensation expense.

We recognized $47.7 million of share-based compensation expense for RSUs and other equity awards during the first three quarters of 2024;

no significant cost was recognized in the first three quarters of 2023.

In addition, the allowance for bad debt increased by $11.6 million due to an additional allowance recorded during the three months ended March 31, 2024.

Transaction and integration costs

We did not incur significant transaction and integration costs for the three or six months ended June 30, 2024 or six months ended June 30, 2023.

We did not incur significant transaction and integration costs for the three or nine months ended September 30, 2024.

Depreciation and amortization

Depreciation and amortization decreased $13.1 million for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

We sold certain turbines and equipment to PREPA in the first quarter of 2024, and the decrease in depreciation was primarily a result of no longer owning these assets.

Depreciation and amortization increased $11.4 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

In 2023, we began to place assets in service as part of the grid stabilization project in Puerto Rico, including turbines leased for the Palo Seco Power Plant under a finance lease.

The increase is primarily resulting from depreciation of the leasehold improvements that were placed into service during the second and third quarters of 2023, prior to the sale of these assets in the first quarter of 2024.

Depreciation and amortization decreased $2.0 million for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024.

Depreciation and amortization decreased $1.9 million for the nine months ended

September 30, 2024 as compared to the nine months ended September 30, 2023.

The Company classified the Miami Facility as held for sale on June 30, 2024, and no depreciation was recorded after that date.

Asset impairment expense

In December 2023, the Company recognized an impairment of $4.3 million in conjunction with the classification as the Miami Facility as held for sale in the second quarter of 2024.

There was no impairment of assets during three months ended March 31, 2024 or six months ended June 30, 2023.

The Company recognized an impairment of $ 5.3 million that was predominately due to the classification of the Miami Facility as held for sale in the second quarter of 2024.

There was no significant impairment of assets during the three months ended September 30, 2024.

Loss on sale of assets, net

During the three months ended March 31, 2024, the Company recognized a loss of $77.5 million from the sale of turbines and related equipment to the PREPA.

We did not have any losses on sales during the three months ended June 30, 2024 or six months ended June 30, 2023.

We did not have any losses on sales during the three months ended September 30, 2024.

Interest expense

Interest expense increased by $3.1 million for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024.

We have incremental borrowings under the PortoCem Bridge Loan and our new Turbine Financing (each as defined below), and much of this increased interest expense was capitalized.

Interest expense increased by $21.7 million for the six months ended June 30, 2024 , as compared to the six months ended June 30, 2023 .

Interest expense decreased by $9.3 million for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024, primarily due to increased capitalization of interest costs.

Interest expense increased by $28.0 million for the nine months ended September 30, 2024 , as compared to the nine months ended September 30, 2023 .

The increase was primarily due to an increase in total principal outstanding due to additional borrowings and amortization of related debt issuance costs.

The total principal balance on outstanding facilities was $7.8 billion as of June 30, 2024 as compared to total principal outstanding of $5.5 billion as of June 30, 2023.

The total principal balance on outstanding facilities was $8.2 billion as of September 30, 2024 as compared to total principal outstanding of $6.2 billion as of September 30, 2023.

We capitalize a significant portion of our borrowing costs for development projects, and while the principal balances increased, the interest expense did not increase as significantly.

Other expense (income), net

Other expense (income), net was $47.4 million and $19.1 million for the three months ended June 30, 2024, and March 31, 2024, respectively.

Other expense (income), net was $66.5 million and $18.4 million for the six months ended June 30, 2024 and 2023, respectively.

Other expense recognized in the three months ended June 30, 2024 was primarily comprised of foreign currency losses due to remeasurement of USD denominated debt in our Brazil subsidiary.

Other expense recognized in the six months ended June 30, 2024 was primarily comprised of foreign currency remeasurement losses and loss on termination of leases of turbines used in the grid stabilization project in Puerto Rico partially offset by interest income.

Other (income) expense, net

Other (income) expense, net was $(5.8) million and $47.4 million three months ended September 30, 2024, and June 30, 2024, respectively.

Other (income) expense, net was $60.6 million and $16.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.

Other income recognized in the three months ended September 30, 2024 was primarily comprised of foreign currency gains due to remeasurement of USD denominated debt in our Brazil subsidiary.

The gains were partly offset by realized loss on settlement of foreign currency derivative contracts.

Other expense recognized in the nine months ended September 30, 2024 was primarily comprised of foreign currency remeasurement losses and loss on termination of leases of turbines used in the grid stabilization project in Puerto Rico partially offset by interest income.

Loss on extinguishment of debt

During the three months ended March 31, 2024, we recognized prepayment premium and unamortized financing costs of $7.9 million in connection with the prepayment of the Equipment Notes.

We also recognized a premium over the

repurchase price of $1.9 million in connection with the cash tender offer to repurchase $375.0 million of the outstanding 2025 Notes.

We did not have any extinguishment transactions in the second quarter of 2024 or the first half of 2023.

We also recognized a premium over the repurchase price of $1.9 million in connection with the cash tender offer to repurchase $375.0 million of the outstanding 2025 Notes.

We did not have any extinguishment transactions in the third quarter of 2024 or the first three quarters of 2023.

Income (loss) from equity method investments

During the first half of 2023, we recognized income of $6.3 million from our equity method investment in Energos and $6.0 million of income from our investment in the common units of Hilli LLC for the period prior to the completion of the disposition of this investment.

In the first quarter of 2024, we sold substantially all of our stake in Energos resulting in no income or loss from equity method investments for the three or six months ended June 30, 2024.

During 2023, we recognized income of $6.3 million from our equity method investment in Energos and $6.0 million of income from our investment in the common units of Hilli LLC for the period prior to the completion of the disposition of

this investment.

In the first quarter of 2024, we sold substantially all of our stake in Energos resulting in no income or loss from equity method investments for the three or nine months ended September 30, 2024.

Tax provision

We recognized a tax provision for the three months ended June 30, 2024 of $3.4 million compared to a tax provision of $21.6 million for the three months ended March 31, 2024.

We recognized a tax provision of $25.1 million for the six months ended June 30, 2024 compared to a tax provision of $44.3 million for the six months ended June 30, 2023.

The decrease in the tax provision for the three and six months ended June 30, 2024 is mainly due to changes in pre-tax income in the US and foreign jurisdictions which resulted in correlative changes in tax expense in those jurisdictions.

We recognized a tax provision for the three months ended September 30, 2024 of $3.0 million compared to a tax provision of $3.4 million for the three months ended June 30, 2024.

We recognized a tax provision of $28.0 million for the nine months ended September 30, 2024 compared to $69.5 million for the nine months ended September 30, 2023.

The decrease in the tax provision for the three and nine months ended September 30, 2024 is mainly due to pre-tax losses in the US and decrease in pre-tax income in foreign jurisdictions which resulted in correlative changes in tax expense in those jurisdictions.

Factors Impacting Comparability of Our Financial Results

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• Our historical financial results do not reflect our Fast LNG solution which we expect will lower the cost of our LNG supply.

We currently purchase the majority of our supply of LNG from third parties, sourcing approximately 99% of our LNG volumes from third parties for the six months ended June 30, 2024.

We currently purchase the majority of our supply of LNG from third parties, sourcing approximately 97% of our LNG volumes from third parties for the nine months ended September 30, 2024.

We anticipate that the deployment of Fast LNG liquefaction facilities will significantly lower the cost of our LNG supply and reduce our dependence on third-party suppliers.

Though the commissioning of these facilities, particularly our first Fast LNG unit, was delayed from the initially anticipated date, which impacted our results of operations in this period and may impact our results in future periods, we began to produce LNG from our first Fast LNG unit in July 2024.

The first full cargo was loaded onto the Energos Princess vessel and set sail for Europe on September 30, 2024.

We plan to leverage the development process for the first unit in deploying future Fast LNG liquefaction facilities.

• Our historical financial results do not include significant projects that have recently been completed or are near completion.

Our results of operations for the three and six months ended June 30, 2024 include our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Power Plant, certain industrial end-users and our Miami Facility.

While we anticipate the sale of our Miami Facility in the third quarter of 2024, we have completed construction and commissioning of our Barcarena Facility and Santa Catarina Facility and expect to place these assets into service in 2024.

We are also continuing to develop our Puerto Sandino Facility and Ireland Facility, and our current results do not include revenue and operating results from these projects.

Our results of operations for the three and nine months ended September 30, 2024 include our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Power Plant and certain industrial end-users.

We have completed construction of our Barcarena Facility and Santa Catarina Facility and are in the final stages of commissioning these assets.

We are also continuing to develop our Barcarena Power Plant, PortoCem Power Plant, Puerto Sandino Facility and Ireland Facility, and our current results do not include revenue and operating results from these projects.

Additionally, we began to deliver power to the Puerto Rican grid as part of the grid stabilization project in the second quarter of 2023.

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Liquidity and Capital Resources

We believe we will have sufficient liquidity from proceeds from recent borrowings, access to additional capital sources and cash flow from operations to fund our capital expenditures and working capital needs for the next 12 months and the reasonably foreseeable future.

Our 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 (as defined within Note 26 to the financial statements) will become immediately due.

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

We have entered into a Backstop Agreement with a lender, pursuant to which we may, at our 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 million 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.

We expect the current working capital position to improve based on the following:

On September 30, 2024, we entered into a Transaction Support Agreement with certain holders of our 2025 Notes, 2026 Notes and 2029 Notes, setting forth the terms of a series of transactions intended to extend the maturity profile of our indebtedness, while providing additional operating liquidity and financial flexibility.

On November 6, 2024, we entered

into the Exchange and Subscription Agreement with these Supporting Holders, which sets forth the definitive terms of the Transactions, the consummation of which remains subject to customary closing conditions.

We intend to use the proceeds of the Transactions to:

(a) redeem in full the 2025 Notes;

(b) exchange and cancel approximately $1.4 billion aggregate principal amount of 2026 Notes and 2029 Notes on a dollar-for-dollar basis for additional New Notes and (c) pay fees and expenses related to the Transactions and (d) add approximately $300 million in cash to our balance sheet.

See “Recent Developments” for additional detail regarding the Transactions.

The $875.0 million aggregate outstanding principal amount of our 2025 Notes matures 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 Term Loan A (defined below) will become immediately due.

In the absence of closing the Transactions, our 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 our 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 we will be successful in closing the Transactions.

We intend to use a portion of the proceeds from the New Notes to redeem all of the outstanding 2025 Notes.

We have issued a notice of redemption conditioned on the closing of the Transactions;

we expect to effectuate the redemption, and satisfy and discharge the indenture governing the 2025 Notes, shortly following the closing of the Transactions.

In addition to cash received from the recent Equity Offering and the Transactions, we expect our current working capital position to improve based on the following:

(1) expected cash flows generated from new gas sale agreements and volume growth in Puerto Rico, Mexico and Brazil (2) sales of our own LNG generated by our first deployed Fast LNG unit;

(3) we have fully funded the construction of our Barcarena Power Plant with new long-term financing in Brazil and we have commitments to fund substantially all of the remaining cost of our onshore FLNG project at Altamira;

(4) our credit agreements allow for proceeds from the sale of assets to be reinvested in our business, and we have significant non-core assets that could be used to fund our developments;

(4) we have agreed to issue the New Brazil Notes to provide additional financing to construct our PortoCem Power Plant;

(5) our relationships with certain significant vendors, including vendors constructing our Fast LNG assets, have allowed us to extend our payment terms to better align with the expected completion of our first Fast LNG project;

and (6) the anticipated sale of our Miami Facility in the third quarter of 2024.

In addition, we are exploring capital raising and strategic alternatives for our business in Brazil, which may include a merger transaction, sale of a minority interest and/ or initial public offering.

There can be no assurance that the exploration of capital raising and strategic alternatives will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms.

and (6) the anticipated sale of our Miami Facility in the fourth quarter of 2024.

In addition, we have begun to identify strategic partners for one or more of our primary businesses and expect to explore potential strategic partner financing, commercial ventures or assets sales to enhance our liquidity and financial flexibility.

We expect to fund our current operations and continued development of additional facilities through cash on hand, borrowings under our debt facilities, cash generated from certain sales and financing transactions and cash generated from operations .

We may also opportunistically elect to generate additional liquidity through future debt or equity issuances and asset sales to fund our developments and transactions.

The terms and conditions of our indebtedness include restrictive covenants that limit our ability to operate our business, incur or refinance our debt, engage in certain transactions, and require us to maintain certain financial ratios, among others, any of which may limit our ability to finance future operations and capital needs, react to changes in our business and in the economy generally, and to pursue business opportunities and activities.

Following the completion of Amendments and the Transactions, our ability to undertake these activities, including our ability to incur or refinance our debt, will be further limited.

Furthermore, the restrictions contemplated by certain of the Amendments require proceeds of certain asset sales to be used to pay down existing indebtedness.

From time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase our outstanding debt through, as applicable, tender offers, redemptions, exchange offers, open market purchases, privately negotiated transactions or otherwise.

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Risk Factors” for risks and uncertainties that may cause our results to differ from our expectations, each in our Annual Report on Form 10-K.

Our remaining committed capital expenditures is approximately $1,446 million and includes remaining expenditures to complete our first Fast LNG project and our onshore liquefaction project at Altamira, as well as committed expenditures necessary to complete the Puerto Sandino Facility, Barcarena Facility, Barcarena and PortoCem Power Plants, and Santa Catarina Facility.

Our remaining committed capital expenditures, inclusive of invoiced amounts in Accounts payable, is approximately $1,362 million and includes remaining expenditures to complete our first Fast LNG project and our onshore liquefaction project at Altamira, as well as committed expenditures necessary to complete the Puerto Sandino Facility, Barcarena and PortoCem Power Plants.

This does not include any capital expenditures related to Klondike.

We have secured financing commitments to continue to develop our onshore Altamira project and the Barcarena Power Plant, which represents approximately $673 million of our upcoming committed capital expenditures.

We have secured financing commitments to continue to develop our onshore Altamira project, Barcarena Power Plant and PortoCem Power Plant,

which represents approximately $942 million of our upcoming committed capital expenditures and includes upcoming long-term permanent financing in Brazil to fully fund all development costs of our PortoCem Power Plant.

This anticipated financing, as well as the New Brazil Notes, is included within our secured financing commitments.

We expect fully completed Fast LNG units to cost between $1.0 billion and $2.0 billion per unit on average.

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We may also enter into other financing arrangements to generate proceeds to fund our developments.

As of June 30, 2024, we have spent approximately $128.6 million to develop the Pennsylvania Facility.

As of September 30, 2024, we have spent approximately $128.6 million to develop the Pennsylvania Facility.

Approximately $22.5 million of construction and development costs have been expensed as we have not issued a final notice to proceed to our engineering, procurement and construction contractors.

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We are committed to make cash payments in the future pursuant to certain contracts.

The following table summarizes certain contractual obligations, including principal and interest, in place as of June 30, 2024.

The following table summarizes certain contractual obligations, including principal and interest, in place as of September 30, 2024.

(in thousands of $) Total Less than Year 1 Years 2 to 3 Year 4 to 5 More than

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For information on our long-term debt obligations, see “—Liquidity and Capital Resources—Long-Term Debt” in our Annual Report, and “—Long-Term Debt and Preferred Stock” .

The amounts included in the table above are based on the total debt balance, scheduled maturities, and interest rates in effect as of June 30, 2024.

The amounts included in the table above are based on the total debt balance, scheduled maturities, and interest rates in effect as of September 30, 2024.

A portion of our long-term debt obligations will be paid to Energos under charters of vessels included in the Energos Formation Transaction to third parties.

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As neither these third party charter payments nor the residual value of these vessels represent cash payments due by NFE, such amounts have been excluded from the table above.

The New Notes issued pursuant to the Transactions will bear interest at the increased rate of 12.00% per annum compared with the 2025 Notes, the 2026 Notes and the 2029 Notes being refinanced, and will increase long-term debt obligations.

As the Transactions have not yet been completed, the increased debt and interest expense has not been included in the table above.

Purchase obligations

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Our commitments to purchase LNG and natural gas are principally take-or-pay contracts, which require the purchase of minimum quantities of LNG and natural gas, and these commitments are designed to assure sources of supply and are not expected to be in excess of normal requirements.

Certain LNG purchase commitments are subject to conditions precedent, and we include these expected commitments in the table above beginning when delivery is expected assuming that all contractual conditions precedent are met.

For purchase commitments priced based upon an index such as Henry Hub, the amounts shown in the table above are based on the spot price of that index as of June 30, 2024.

We have construction purchase commitments in connection with our development projects, including our Fast LNG projects, Puerto Sandino Facility, Barcarena Facility, Santa Catarina Facility and PortoCem Power Plant.

Certain LNG purchase commitments are subject to conditions precedent,

and we include these expected commitments in the table above beginning when delivery is expected assuming that all contractual conditions precedent are met.

For purchase commitments priced based upon an index such as Henry Hub, the amounts shown in the table above are based on the spot price of that index as of September 30, 2024.

Commitments included in the table above include commitments under engineering, procurement and construction contracts where a notice to proceed has been issued.

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Our lease obligations are primarily related to LNG vessel time charters, marine port leases, ISO tank leases, office space, and a land lease.

The following table summarizes the changes to our cash flows for the six months ended June 30, 2024 and 2023, respectively :

Six Months Ended June 30,

The following table summarizes the changes to our cash flows for the nine months ended September 30, 2024 and 2023, respectively :

Nine Months Ended September 30,

(in thousands of $) 2024 2023 Change

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Cash provided by operating activities

Our cash flow provided by operating activities was $163.0 million for the six months ended June 30, 2024, which decreased by $340.9 million from cash provided by operating activities of $503.9 million for the six months ended June 30, 2023.

Our net income for the six months ended June 30, 2024, when adjusted for non-cash items, decreased by $175.2 million from the six months ended June 30, 2024.

The remaining decrease in cash provided by operating activities for the six months ended June 30, 2024 was primarily driven by increases to receivables.

We also settled a significant commodity swap during the first quarter of 2023, resulting in a significant cash inflow that did not recur during 2024.

Our cash flow provided by operating activities was $146.2 million for the nine months ended September 30, 2024, which increased by $391.0 million from cash provided by operating activities of $537.2 million for the nine months ended September 30, 2023.

Our net income for the nine months ended September 30, 2024, when adjusted for non-cash items, decreased by $150.7 million from the nine months ended September 30, 2023.

The remaining decrease in cash provided by operating activities for the nine months ended September 30, 2024 was primarily driven by increases to recoverable taxes presented in Other current assets, and decreases in accrued liabilities.

We also settled a commodity swap during the first quarter of 2023, resulting in a significant cash inflow that did not recur during 2024.

Cash (used in) investing activities

Our cash flow used in investing activities was $882.7 million for the six months ended June 30, 2024, which decreased by $484.4 million from cash used in investing activities of $1,367.1 million for the six months ended June 30, 2023.

Cash outflows for investing activities during the six months ended June 30, 2024 were used primarily for continued development of our Fast LNG and the construction of the PortoCem Power Plant and Barcarena Power Plant.

Our cash flow used in investing activities was $1,308.6 million for the nine months ended September 30, 2024, which decreased by $757.0 million from cash used in investing activities of $2,065.6 million for the nine months ended September 30, 2023.

Cash outflows for investing activities during the nine months ended September 30, 2024 were used primarily for continued development of our Fast LNG project and the construction of the PortoCem Power Plant and Barcarena Power Plant.

Cash outflows were offset by proceeds of $306.6 million from the sale of turbines and related equipment to PREPA, $136.4 million from the sale of our equity method investment in Energos and $22.4 million from the sale of the Mazo .

Cash outflows for investing activities during the six months ended June 30, 2023 were used primarily for continued development of our Fast LNG project and assets to service the grid stabilization project in Puerto Rico.

Cash outflows were offset by proceeds of $100.0 million from the sale of our equity method investment in Hilli LLC in the Hilli Exchange.

Cash outflows for investing activities during the nine months ended September 30, 2023 were used primarily for continued development of our Fast LNG project and assets to service the grid stabilization project in Puerto Rico.

Cash outflows were offset by proceeds of $100.0 million from the sale of our equity method investment in Hilli LLC in the Hilli Exchange, as well as proceeds received from the sale of the Spirit and a portion of our investment in equity securities.

Cash provided by financing activities

Our cash flow provided by financing activities was $735.7 million for the six months ended June 30, 2024, which increased by $513.1 million from cash provided by financing activities of $222.6 million for the six months ended June 30, 2023.

In the first quarter of 2024 we issued $750.0 million of 2029 Notes with such borrowings primarily used to repay $375.0 million of the 2025 Notes and repay a portion of our outstanding balance on the Revolving Facility.

In advance of the sale of turbines to PREPA, we also repaid the Equipment Notes in full.

Subsequently, we utilized our Revolving Facility to fund continued development of the Fast LNG project.

We also received $284.4 million under the BNDES Credit Agreement, with such borrowings primarily used to repay the Barcarena Term Loan and fund development of the Barcarena Power Plant.

In the second quarter of 2024, we borrowed $269.9 million to repay the PortoCem BTG Loan and begin the development and construction of a power plant to deliver under the capacity reserve contracts acquired in the PortoCem Acquisition.

Additionally, we borrowed $148.5 million under a promissory note secured by certain turbines owned by the Company .

Our cash flow provided by financing activities for the six months ended June 30, 2023 included a dividend payment of $626.3 million that was made in January 2023.

Throughout the first six months of 2023, we also borrowed under our expanded Revolving Facility for total additional borrowings of $741.6 million, with such borrowings primarily used to fund the ongoing development of our Fast LNG project.

We also borrowed $100.0 million under the Equipment Notes to support our grid stabilization project in Puerto Rico and $78.0 million of short-term borrowings under repurchase arrangements.

These Equipment Notes were refinanced by the Turbine Financing.

Our cash flow provided by financing activities was $1,100.9 million for the nine months ended September 30, 2024, which increased by $176.8 million from cash provided by financing activities of $924.1 million for the nine months ended September 30, 2023.

Throughout the first nine months of 2024, we had total borrowings of $3,594.2 million, with such borrowings primarily used to fund continued development of the Fast LNG project, Barcarena Power Plant, and PortoCem Power Plant.

Such borrowings were also used to repay a portion of the 2025 Notes and various asset level financings in Puerto Rico and Brazil.

We also repaid our Revolving Facility and short-term borrowings under repurchase agreements, prior to again drawing on these facilities.

Our cash flow provided by financing activities for the nine months ended September 30, 2023 included a dividend payment of $626.3 million that was made in January 2023.

Throughout the first nine months of 2023, we also borrowed under our expanded Revolving Facility, Bridge Term Loans, Equipment Notes, as well as short-term borrowings under repurchase arrangements for total additional borrowings of $1,768.7 million.

Such borrowings were primarily used to fund the ongoing development of our Fast LNG project and to support our grid stabilization project in Puerto Rico.

Increased borrowings during 2023 were offset by repayments of debt totaling $104.5 million, primarily the repayment of short-term borrowings under repurchase arrangements.

Long-Term Debt and Preferred Stock

The terms of our debt instruments and associated obligations have been described in our Annual Report.

There have been no significant changes to the terms of our outstanding debt, covenant requirements or payment obligations, other than described below.

There have been no significant changes to the terms of our outstanding debt, covenant requirements or payment obligations, other than described below and as contemplated under "Recent Developments".

2029 Senior Secured Notes

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The 2029 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes and 2026 Notes, and 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 our 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.

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BNDES Term Loan

The owner of our power plant under construction in Pará, Brazil (the "Barcarena Power Plant") entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement").

One of our subsidiaries, the owner of t he Barcarena Power Plant, entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement").

We are able to borrow up to $355.6 million under the BNDES Credit Agreement, segregated into three tranches based on the use of proceeds ("BNDES Term Loan").

In the first quarter of 2024, we borrowed $284.4 million under the BNDES Credit Agreement.

In the third quarter of 2024, we borrowed $60.3 million under the BNDES Credit Agreement.

Each tranche bears a different rate of interest ranging from 2.61% to 4.41% plus the fixed rate announced by BNDES.

No principal payments are required until April 2026 and are due quarterly thereafter until maturity in 2045.

The obligations under the BNDES Credit Agreement are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and are secured by the Barcarena Power Plant and receivables under the Barcarena Power Plant's capacity reserve contracts.

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

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

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

These Brazilian subsidiaries must adhere to customary affirmative and negative

covenants, and the BNDES Credit Agreement also provides for customary events of default, prepayment and cure provisions.

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

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

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

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

EB-5 Loan Agreement

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The loan matures in 5 years from the initial advance with an option to extend the maturity by two one-year periods.

It is expected that the loan will be secured by our green hydrogen facility, and

we have provided a guarantee of the obligations under the EB-5 Loan Agreement.

In the six months ended June 30, 2024, an additional $37.1 million was funded under the EB-5 Loan Agreement.

It is expected that the loan will be secured by our green hydrogen facility, and we have provided a guarantee of the obligations under the EB-5 Loan Agreement.

In the nine months ended September 30, 2024, an additional $37.1 million was funded under the EB-5 Loan Agreement.

PortoCem Financings

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

PortoCem received funding under a short term credit note of R$600.0 million ("PortoCem Credit Note") from this syndicate that was due in July 2024, and a portion of the proceeds was used to repay the PortoCem BTG Loan.

PortoCem received funding under a short term credit note of R$600.0 billion million ("PortoCem Credit Note") from this syndicate that was due in July 2024, and a portion of the proceeds was used to repay the PortoCem BTG Loan.

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

PortoCem initially borrowed R$1.5 billion ( $269.9 million 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 ($ 275.3 million 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 the PortoCem Power Plant.

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.

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Turbine Financing

In May 2024, we executed a loan agreement with a lender to borrow $148.5 million under a promissory note secured by certain of our turbines (the “Turbine Financing”).

In May 2024, we executed a loan agreement with a lender to borrow $148.5 million million under a promissory note secured by certain of our turbines (the “Turbine Financing”).

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

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Principal outstanding as of the repayment date was $188.4 million, and we incurred a prepayment premium of 3%.

The prepayment premium and any unamortized financing costs of $7.9 million 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 $7.9 million were recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

In July 2024, we 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 $700.0 million ("Term Loan A").

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

The initial and subsequent funding of the Term Loan A was 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, we drew $285.8 million 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, our Revolving Facility, our letter of credit facility (the “Letter of Credit Facility”) and our 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 our 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.

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

We are 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, we 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 of 2.75%.

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

We must also comply with certain financial covenants.

Debt and lease restrictions

We are required to comply with covenants under the Revolving Facility and letter of credit facility, including requirements to maintain Debt to Capitalization Ratio of less than 0.7:1.0, and for quarters in which the Revolving Facility is greater than 50% drawn, the Debt to Annualized EBITDA Ratio must be less than 4.0:1.0.

We were in compliance with all covenants as of June 30, 2024.

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.

We were in compliance with all covenants as of September 30, 2024 .

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report.

As of June 30, 2024 , there have been no significant changes to our critical accounting estimates since our Annual Report.

As of September 30, 2024 , there have been no significant changes to our critical accounting estimates since our Annual Report.

Recent Accounting Standards

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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 2. Management’s Discussion and Analysis