Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to__________ Commission File Number: 001-38790 New Fortress Energy Inc. (Exact Name of Registrant as Specified in its Charter) (State or other ...

Financial Data and Key Metrics Changes - The company reported an adjusted EBITDA of $340 million for the quarter, aligning with estimates and tracking guidance for the year [1] - GAAP net income for the quarter was $54 million or $0.26 per share, but after adjusting for nonrecurring charges, net income was $138 million or $0.67 per share [89] Business Line Data and Key Metrics Changes - In Puerto Rico, the company has secured an 80 TBtu island-wide contract, increasing total contracts to 105 TBtu, which represents a significant portion of the island's energy needs [18][60] - In Brazil, the company has 12 MTPA of LNG import capacity and contracts for 2.2 gigawatts of power, leading to a projected $500 million contracted EBITDA on a run rate 2026 basis [32][42] Market Data and Key Metrics Changes - The company highlighted Brazil as a major opportunity, with a forecasted need for 20 gigawatts of firm power to be added to the grid by 2032, including 8 gigawatts to be auctioned this year [78] - The energy consumption and natural gas consumption per capita in Brazil lag significantly behind developed countries, indicating substantial growth potential [39] Company Strategy and Development Direction - The company aims to accelerate the transition from distillate fuels to natural gas in Puerto Rico, which is expected to save ratepayers $1 billion annually [19] - In Brazil, the company is focused on providing reliable power and flexible fuel supply to meet the growing energy demands, leveraging its LNG terminals [38][52] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth prospects in Puerto Rico and Brazil, emphasizing the alignment of the company's strategy with public policy and economic needs [62] - The company anticipates significant growth in EBITDA, potentially doubling to nearly $1 billion by 2028 through its operations in Brazil [42][54] Other Important Information - The company is in the final stages of commissioning its FLNG unit, expecting the first cargo in June, which represents a significant operational milestone [55] - A recent incident involving a pipe fracture was reported, but it is expected to be repaired quickly without significant impact on operations [43] Q&A Session Summary Question: Can incremental Puerto Rico growth beyond the 80 TBtu contract be linked to liquid fuel pricing? - Management indicated that the current contract supports the transition and that future contracts may migrate to a Henry Hub index as the market evolves [72] Question: Thoughts on adjusted EBITDA performance and the impact of the FEMA contract? - Management noted that the settlement from the FEMA contract would primarily contribute to earnings, and the transition to gas is expected to occur rapidly [75] Question: What is the forecast for firm power needs in Brazil? - Management highlighted the Brazilian regulator's forecast for a need for 20 gigawatts of firm power by 2032, with ongoing capacity auctions [78]

New Fortress Energy Announces First Quarter 2024 Results May 8, 2024 NEW YORK -- New Fortress Energy Inc. (Nasdaq: NFE) ("NFE" or the "Company") today reported its financial results for the first quarter of 2024. Exhibit 99.1 111 W 19 Street, 8 Floor New York, NY 10011 th th We generated significant Funds from Operations per share of $0.92 on a fully diluted basis in the first quarter of 2024, the majority of which was generated by contracted downstream assets. (3) At the same time, we expect a significant ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_______ Commission File Number: 001-38790 New Fortress Energy Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 83-1482060 (State or oth ...

Financial Performance - New Fortress Energy reported Adjusted EBITDA of $388 million for Q4 2023 and $1.3 billion for the full year 2023, reflecting significant operational growth[6]. - The company achieved a net income of $215 million in Q4 2023 and $549 million for the full year 2023, indicating strong profitability[6]. - Funds from Operations per share reached $1.36 in Q4 2023 and $3.56 for the full year 2023, more than doubling from 2022[6]. - Total revenues for Q4 2023 were $758,358,000, an increase from $514,462,000 in Q3 2023, representing a growth of approximately 47.4%[34]. - Operating income for Q4 2023 was $327,040,000, up from $157,438,000 in Q3 2023, indicating a significant increase of about 107.9%[34]. - Net income attributable to stockholders for Q4 2023 was $217,207,000, compared to $61,221,000 in Q3 2023, reflecting a growth of approximately 254.5%[34]. - Total revenues for 2023 reached $2,413,296, an increase of 1.1% compared to $2,368,272 in 2022[49]. - Operating income improved to $942,667 in 2023, up 27.8% from $737,380 in 2022[49]. - Net income attributable to stockholders was $547,882 in 2023, a significant increase of 182.2% from $194,479 in 2022[49]. - Cash flows from operating activities increased to $824,756 in 2023, compared to $355,111 in 2022[50]. Capital Expenditures and Investments - New Fortress Energy's Gross Capex peaked in 2023 at approximately $1.1 billion, with expectations to decline significantly starting in 2024[5]. - The company aims to achieve a gross capital expenditure goal, focusing on new projects and developments, excluding remaining capex related to FLNG 1[24]. - Capital expenditures for 2023 were $3,029,834, significantly higher than $1,174,008 in 2022[50]. - The company secured $700 million in financing for its second Fast LNG project in Altamira, Mexico, with construction expected to complete in Q1 2026[5]. Operational Developments - The company completed the Barcarena and Santa Catarina terminals in Brazil, which are expected to generate revenue starting March 2024[4]. - In Puerto Rico, two FEMA Power plants with a total capacity of 350 MW were installed, operating approximately 99% of the time since installation[4]. - The company has a total capacity of approximately 8.7 GW across thirty plants in five countries, positioning itself in high-growth regions[8]. - Management estimates a potential capacity of 8.7 GW, which is the maximum amount of power the company owns, manages, or supplies[26]. Future Outlook - New Fortress Energy aims to nearly double its Funds from Operations per share again in 2024, targeting approximately $6.00[7]. - The company plans to fund future projects through debt financing or partnerships, particularly for FLNG 3, 4, and 5[24]. Shareholder Returns - A dividend of $0.10 per share was approved by the Board of Directors, with a record date of March 15, 2024[7]. Financial Position - Total assets grew to $10,501,245 in 2023, up 36.3% from $7,705,082 in 2022[48]. - Current liabilities increased to $1,706,288 in 2023, compared to $1,409,238 in 2022, reflecting a rise of 21.1%[48]. - Long-term debt rose to $6,510,523 in 2023, an increase of 45.5% from $4,476,865 in 2022[48]. - The company reported a net cash decrease of $544,269 in 2023, compared to an increase of $591,053 in 2022[50]. - The weighted average number of shares outstanding decreased to 205,942,837 in 2023 from 209,501,298 in 2022[49]. Earnings Conference Call - The next earnings conference call is scheduled for February 29, 2024, at 8:00 A.M. Eastern Time[29].

[GLOSSARY OF TERMS](index=4&type=section&id=GLOSSARY%20OF%20TERMS) This section defines key terminology used throughout the report [CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS](index=6&type=section&id=CAUTIONARY%20STATEMENT%20ON%20FORWARD-LOOKING%20STATEMENTS) This section outlines the nature of forward-looking statements and associated risks - This Quarterly Report contains forward-looking statements regarding the Company's plans, strategies, prospects, and financial projections which involve known and unknown risks[14](index=14&type=chunk) - Key risk factors include limited operating history, construction and operational risks, regulatory complexities, and economic or political instability in operating jurisdictions[15](index=15&type=chunk) [PART I FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This part contains the unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements.](index=7&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements for New Fortress Energy Inc [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's balance sheet expanded due to significant investments in construction projects, financed largely by increased debt | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Total assets | $9,796,370 | $7,705,082 | | Total liabilities | $8,217,808 | $6,263,223 | | Total stockholders' equity | $1,578,562 | $1,441,859 | - **Total assets increased by $2.1 billion (27.1%)** from December 31, 2022, to September 30, 2023, primarily driven by a significant increase in Construction in progress[17](index=17&type=chunk) - **Total liabilities increased by $2.0 billion (31.2%)** over the same period, largely due to increases in long-term debt and accounts payable[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Revenue declined due to lower LNG cargo sales, but net income grew substantially driven by improved investment performance | Metric (in thousands of U.S. dollars) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues | $514,462 | $731,930 | $1,654,938 | $1,821,903 | | Operating income | $149,594 | $186,735 | $607,783 | $486,886 | | Net income | $62,338 | $56,231 | $334,004 | $118,981 | | Net income per share - basic | $0.30 | $0.30 | $1.60 | $0.62 | - **Total revenues decreased by $217.5 million (29.7%)** for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to lower LNG cargo sales and a reduction in the Henry Hub index[18](index=18&type=chunk)[213](index=213&type=chunk) - **Net income for the nine months ended September 30, 2023, significantly increased to $334.0 million** from $119.0 million in the prior year, largely due to improved income from equity method investments[18](index=18&type=chunk)[246](index=246&type=chunk)[249](index=249&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity grew, reflecting strong net income that outweighed the impact of share cancellations and dividends | Metric (in thousands of U.S. dollars) | Dec 31, 2022 | Sep 30, 2023 | | :------------------------------------ | :----------- | :----------- | | Total stockholders' equity | $1,441,859 | $1,578,562 | | Retained earnings | $62,080 | $331,282 | | Additional paid-in capital | $1,170,254 | $1,039,428 | - **Total stockholders' equity increased by $136.7 million** from December 31, 2022, to September 30, 2023, primarily driven by net income and other comprehensive income, partially offset by share cancellations and dividends[19](index=19&type=chunk) - The Company **cancelled 4.1 million shares** during the nine months ended September 30, 2023, reducing Class A common stock and additional paid-in capital[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow improved significantly, but heavy capital expenditures led to a net decrease in cash reserves | Metric (in thousands of U.S. dollars) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $537,184 | $91,105 | | Net cash used in investing activities | $(2,065,562) | $(195,960) | | Net cash provided by financing activities | $924,072 | $249,710 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(603,383) | $139,959 | - **Cash provided by operating activities significantly increased by $446.1 million**, driven by improved collection of receivables and settlement of a commodity derivative[267](index=267&type=chunk)[268](index=268&type=chunk) - **Cash used in investing activities increased substantially by $1.9 billion**, primarily due to capital expenditures for the Fast LNG project and Puerto Rico grid stabilization[269](index=269&type=chunk) - **Cash provided by financing activities increased by $674.4 million**, mainly from new borrowings, partially offset by a large dividend payment in January 2023[271](index=271&type=chunk) [1. Organization](index=13&type=section&id=1.%20Organization) The company operates as a global energy infrastructure firm with two primary business segments - New Fortress Energy Inc (NFE) is a global energy infrastructure company focused on natural gas and LNG, operating in the United States, Jamaica, Brazil, and Mexico[26](index=26&type=chunk) - The Company operates through two segments: **Terminals and Infrastructure**, and **Ships**[27](index=27&type=chunk) [2. Basis of presentation](index=13&type=section&id=2.%20Basis%20of%20presentation) The interim financial statements adhere to GAAP standards for fair and accurate presentation - The unaudited interim condensed consolidated financial statements are prepared in accordance with GAAP and include all necessary adjustments for fair presentation[28](index=28&type=chunk) [3. Adoption of new and revised standards](index=13&type=section&id=3.%20Adoption%20of%20new%20and%20revised%20standards) Recent accounting pronouncements are not expected to materially affect the company's financial statements - The Company has reviewed recent accounting pronouncements and expects no material impact on its financial statements from future adoption[30](index=30&type=chunk) [4. Revenue recognition](index=13&type=section&id=4.%20Revenue%20recognition) Operating revenue streams include LNG, natural gas, and power, with future revenue secured by long-term contracts - Operating revenue includes sales of LNG, natural gas, power, steam, and LNG cargos; **no LNG cargo sales occurred in Q3 2023**, a decrease from $350.6 million in Q3 2022[31](index=31&type=chunk) | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Receivables related to revenue | $351,160 | $280,382 | | Total contract assets, net | $30,743 | $36,734 | | Total contract liabilities, net | $111,072 | $12,748 | - **Contract liabilities significantly increased** during the nine months ended September 30, 2023, primarily due to upfront payments for temporary power and O&M services in Puerto Rico[35](index=35&type=chunk) **Transaction Price Allocated to Remaining Performance Obligations (Take-or-Pay Contracts):** | Period | Revenue (in thousands of U.S. dollars) | | :---------------- | :------------------------------------- | | Remainder of 2023 | $473,460 | | 2024 | $2,044,859 | | 2025 | $1,449,971 | | 2026 | $528,514 | | 2027 | $525,643 | | Thereafter | $8,004,334 | | **Total** | **$13,026,781** | [5. Leases, as lessee](index=16&type=section&id=5.%20Leases,%20as%20lessee) The company's lease portfolio consists mainly of LNG vessels, port space, and various operational assets - The Company primarily leases LNG vessels, marine port space, office space, land, and equipment[44](index=44&type=chunk) | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Total right-of-use assets | $474,483 | $377,877 | | Total current lease liabilities | $142,296 | $48,741 | | Total non-current lease liabilities | $318,082 | $302,121 | **Cash Outflows for Lease Liabilities (9 Months Ended Sep 30):** | Type of Lease Liability | 2023 (in thousands of U.S. dollars) | 2022 (in thousands of U.S. dollars) | | :---------------------- | :---------------------------------- | :---------------------------------- | | Operating lease liabilities | $89,326 | $73,389 | | Finance lease liabilities | $13,582 | $3,654 | [6. Financial instruments](index=18&type=section&id=6.%20Financial%20instruments) Commodity swaps are utilized to manage exposure to natural gas and LNG market price volatility - The Company uses commodity swap transactions to manage exposure to natural gas/LNG market pricing, recognizing realized and unrealized gains/losses in Cost of sales[49](index=49&type=chunk) - A commodity swap settled in Q1 2023 resulted in a **$41.3 million gain**, reducing Cost of sales[50](index=50&type=chunk) **Fair Value of Financial Instruments (in thousands of U.S. dollars):** | Instrument | Sep 30, 2023 (Level 2/3) | Dec 31, 2022 (Level 1/2/3) | | :---------------------------------- | :----------------------- | :------------------------- | | Investment in equity securities | $7,678 (L3) | $17,806 (L1/L3) | | Commodity swap (liability/asset) | $1,841 (L2) | $104,797 (L2) | | Contingent consideration derivative liabilities | $40,946 (L3) | $46,619 (L3) | [7. Restricted cash](index=21&type=section&id=7.%20Restricted%20cash) Restricted cash balances decreased substantially due to changes in loan agreement requirements | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Cash restricted under loan agreements | $3,825 | $124,085 | | Collateral for letters of credit/bonds | $62,337 | $41,392 | | Collateral for interest rate swaps | — | $2,500 | | Total restricted cash | $66,162 | $167,977 | - **Restricted cash decreased significantly from $168.0 million to $66.2 million**, primarily due to a reduction in cash restricted under loan agreements[59](index=59&type=chunk) [8. Inventory](index=21&type=section&id=8.%20Inventory) Inventory levels rose sharply, driven by a significant increase in LNG and natural gas holdings | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | LNG and natural gas inventory | $73,936 | $15,398 | | Automotive diesel oil inventory | $9,848 | $8,164 | | Bunker fuel, materials, supplies, other | $19,547 | $15,508 | | Total inventory | $103,331 | $39,070 | - **Total inventory increased by $64.3 million**, mainly due to a substantial increase in LNG and natural gas inventory[61](index=61&type=chunk) - An inventory adjustment of **$6.2 million was recognized in Q2 2023** due to the net realizable value of a spot cargo being below cost[61](index=61&type=chunk) [9. Prepaid expenses and other current assets](index=22&type=section&id=9.%20Prepaid%20expenses%20and%20other%20current%20assets) Current assets decreased due to the absence of a commodity swap asset, partially offset by assets held for sale | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Prepaid expenses | $26,831 | $56,380 | | Recoverable taxes | $68,748 | $37,504 | | Commodity swap | — | $104,797 | | Assets held for sale | $48,879 | — | | Total prepaid expenses and other current assets, net | $164,559 | $226,883 | - **Prepaid expenses and other current assets decreased by $62.3 million**, primarily due to the absence of a commodity swap asset and lower prepaid LNG inventory[62](index=62&type=chunk) - Assets of Pecém and Muricy were classified as held for sale as of September 30, 2023, with an estimated fair value exceeding carrying value[64](index=64&type=chunk) [10. Equity method investments](index=22&type=section&id=10.%20Equity%20method%20investments) The sale of the Hilli LLC investment significantly reduced the company's equity method investment portfolio | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Hilli LLC | — | $260,000 | | Energos | $139,058 | $132,306 | | Total equity method investments | $139,058 | $392,306 | - **Equity method investments decreased significantly** due to the sale of Hilli LLC in March 2023, which resulted in a $37.4 million loss on disposal[65](index=65&type=chunk)[67](index=67&type=chunk) - The Company recognized earnings from Energos of $0.5 million and $6.8 million for the three and nine months ended September 30, 2023, respectively[70](index=70&type=chunk) [11. Construction in progress](index=24&type=section&id=11.%20Construction%20in%20progress) Investment in Fast LNG projects and Puerto Rico power assets nearly doubled the construction in progress balance | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | | :------------------------------------ | :----------- | | Construction in progress as of Dec 31, 2022 | $2,418,608 | | Additions | $2,889,770 | | Assets placed in service | $(532,390) | | Construction in progress as of Sep 30, 2023 | $4,789,799 | - **Construction in progress nearly doubled**, with significant additions of $2.9 billion, primarily focused on Fast LNG projects and temporary power generation assets for Puerto Rico[72](index=72&type=chunk)[73](index=73&type=chunk) - **Interest expense of $201.9 million was capitalized** for the nine months ended September 30, 2023, reflecting substantial development activities[72](index=72&type=chunk) [12. Property, plant and equipment, net](index=24&type=section&id=12.%20Property,%20plant%20and%20equipment,%20net) The company's fixed asset base grew due to new terminal and power plant equipment placed into service | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Total property, plant and equipment, net | $2,563,871 | $2,116,727 | | Vessels | $1,527,684 | $1,518,839 | | Terminal and power plant equipment | $430,883 | $218,296 | | Accumulated depreciation | $(331,889) | $(248,082) | - **Property, plant and equipment, net increased by $447.1 million**, driven by additions to terminal and power plant equipment and leasehold improvements[75](index=75&type=chunk) - **Depreciation expense increased to $125.2 million** for the nine months ended September 30, 2023, reflecting assets placed in service for the Puerto Rico grid stabilization project[18](index=18&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) [13. Goodwill and intangible assets](index=25&type=section&id=13.%20Goodwill%20and%20intangible%20assets) Intangible assets declined due to amortization, while goodwill remained unchanged - **Goodwill remained constant at $776.8 million** as of September 30, 2023[77](index=77&type=chunk) | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Total intangible assets | $67,443 | $85,897 | | Favorable vessel charter contracts | $24,127 | $41,664 | | Permits and development rights | $40,990 | $41,863 | - **Intangible assets decreased by $18.5 million**, primarily due to amortization of favorable vessel charter contracts[78](index=78&type=chunk) - The Company is challenging the denial of its LNG terminal application in Shannon, Ireland; capitalized permits for this project are not deemed impaired despite uncertainty[80](index=80&type=chunk) [14. Other non-current assets, net](index=26&type=section&id=14.%20Other%20non-current%20assets,%20net) Non-current assets decreased following the reclassification of assets held for sale and a reduction in equity investments | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Assets held for sale | — | $40,685 | | Cost to fulfill | $23,834 | $9,773 | | Contract assets, net | $22,176 | $28,651 | | Investments in equity securities | $7,678 | $17,806 | | Total other non-current assets, net | $110,681 | $141,679 | - **Other non-current assets, net decreased by $31.0 million**, mainly due to the reclassification of assets held for sale and a decrease in equity securities investments[81](index=81&type=chunk) - The Company recognized a realized loss of $0.4 million on the sale of certain equity securities during Q3 2023[81](index=81&type=chunk) [15. Accrued liabilities](index=26&type=section&id=15.%20Accrued%20liabilities) A large dividend payment and reduced development costs led to a significant decrease in accrued liabilities | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Accrued development costs | $265,061 | $364,157 | | Accrued interest | $72,970 | $51,994 | | Accrued dividend | — | $626,310 | | Total accrued liabilities | $435,692 | $1,162,412 | - **Total accrued liabilities decreased significantly by $726.7 million**, primarily due to the payment of a large accrued dividend in January 2023[84](index=84&type=chunk) [16. Other current liabilities](index=27&type=section&id=16.%20Other%20current%20liabilities) Current liabilities grew substantially, driven by increased contract liabilities and income tax payable | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Derivative liabilities | $20,045 | $19,458 | | Contract liabilities | $69,254 | $12,748 | | Income tax payable | $31,180 | $6,261 | | Liabilities held for sale | $21,407 | — | | Total other current liabilities | $169,744 | $52,878 | - **Total other current liabilities increased by $116.9 million**, mainly driven by a substantial increase in contract liabilities and income tax payable[85](index=85&type=chunk) [17. Debt](index=27&type=section&id=17.%20Debt) The company's total debt increased significantly due to new borrowings to fund its expansion projects | Metric (in thousands of U.S. dollars) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------ | :----------- | :----------- | | Total debt | $6,168,075 | $4,541,685 | | Current portion of long-term debt and short-term borrowings | $270,547 | $64,820 | | Long-term debt | $5,897,528 | $4,476,865 | - **Total debt increased by $1.6 billion**, primarily due to new borrowings under the Revolving Facility, Bridge Term Loan, and Equipment Notes[86](index=86&type=chunk)[271](index=271&type=chunk) - The Revolving Facility's borrowing capacity increased to **$866.6 million** through amendments in 2023, with the full amount drawn as of September 30, 2023[91](index=91&type=chunk) - The Company was in compliance with all debt covenants as of September 30, 2023[93](index=93&type=chunk) **Total Interest Costs (in thousands of U.S. dollars):** | Period | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total interest costs | $148,138 | $90,871 | $402,781 | $213,122 | | Capitalized interest | $83,316 | $27,283 | $201,890 | $56,778 | | Total interest expense | $64,822 | $63,588 | $200,891 | $156,344 | [18. Income Taxes](index=30&type=section&id=18.%20Income%20Taxes) The company's tax position shifted from a significant benefit to a provision, resulting in a normalized effective tax rate **Tax Provision (Benefit) (in thousands of U.S. dollars):** | Period | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Tax provision (benefit) | $25,194 | $9,971 | $69,476 | $(126,249) | | Effective tax rate | 28.8% | 15.1% | 17.2% | 1,737.1% | - The **effective tax rate for the nine months ended September 30, 2023, was 17.2%**, a significant change from the 1,737.1% benefit in the prior year, which was driven by discrete items[105](index=105&type=chunk) [19. Commitments and contingencies](index=30&type=section&id=19.%20Commitments%20and%20contingencies) Current legal matters are not expected to have a material adverse effect on the company's financial standing - The Company does not believe current legal proceedings, claims, and disputes will have a material adverse effect on its financial position, results of operations, or cash flows[106](index=106&type=chunk) [20. Earnings per share](index=30&type=section&id=20.%20Earnings%20per%20share) Earnings per share increased substantially year-over-year, reflecting higher net income **Net Income Per Share (Basic & Diluted):** | Period | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income per share - basic | $0.30 | $0.30 | $1.60 | $0.62 | | Net income per share - diluted | $0.30 | $0.29 | $1.59 | $0.62 | | Weighted average shares outstanding - basic | 205,032,928 | 209,629,936 | 206,249,474 | 209,749,139 | - **Basic and diluted EPS for the nine months ended September 30, 2023, increased significantly to $1.60 and $1.59**, respectively, from $0.62 in the prior year[107](index=107&type=chunk) - The Board reinstated a quarterly dividend policy of **$0.10 per share in Q3 2023**, following a $3.00 per share dividend paid in January 2023[109](index=109&type=chunk)[257](index=257&type=chunk) [21. Share-based compensation](index=31&type=section&id=21.%20Share-based%20compensation) No compensation expense was recognized for certain performance-based stock units due to unmet vesting conditions - No compensation expense was recognized for PSUs granted in Q4 2022, as it was not probable that the performance condition for vesting would be achieved[111](index=111&type=chunk) [22. Related party transactions](index=31&type=section&id=22.%20Related%20party%20transactions) The company engages in transactions with affiliated entities for administrative, aircraft, and office space services **Administrative Services Agreement Charges (in thousands of U.S. dollars):** | Period | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Charges under Administrative Agreement | $1,643 | $1,117 | $4,284 | $3,776 | - The Company incurred charter costs of $0.5 million and $1.9 million for the three and nine months ended September 30, 2023, respectively, for an aircraft leased from a Fortress affiliate[114](index=114&type=chunk) - Rent and administrative expenses to a Fortress-affiliated entity for office space totaled $0.8 million and $2.0 million for the three and nine months ended September 30, 2023, respectively[116](index=116&type=chunk) [23. Segments](index=32&type=section&id=23.%20Segments) The company's operations are divided into Terminals and Infrastructure and Ships segments - The Company operates in two reportable segments: **Terminals and Infrastructure**, and **Ships**[120](index=120&type=chunk) - Terminals and Infrastructure includes integrated gas-to-power solutions, from natural gas procurement and liquefaction to logistics, shipping, facilities, and power generation[120](index=120&type=chunk) - Ships segment includes vessels leased to customers under long-term or spot arrangements, and the Company's investment in Energos[122](index=122&type=chunk) **Segment Operating Margin (in thousands of U.S. dollars):** | Segment | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Terminals and Infrastructure | $194,743 | $251,469 | $836,318 | $700,264 | | Ships | $54,944 | $87,861 | $188,020 | $266,597 | | Consolidated Segment Operating Margin | $250,110 | $295,749 | $894,778 | $819,773 | [24. Subsequent events](index=36&type=section&id=24.%20Subsequent%20events) The company secured significant long-term financing for its Barcarena Power Plant and Fast LNG project post-quarter end - Subsequent to September 30, 2023, the Company secured two long-term financing arrangements for the Barcarena Power Plant, including a **BNDES Credit Agreement for up to R$1.8 billion** and **$200 million in convertible debentures**[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) - On October 30, 2023, the Company entered into an **$856 million Term Loan B Credit Agreement**, with proceeds used to repay Bridge Term Loans[141](index=141&type=chunk) - The Term Loan B is secured by assets of the first Fast LNG project in Altamira, Mexico, and has quarterly principal payments starting March 2024[141](index=141&type=chunk)[142](index=142&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's financial performance, operational strategies, development projects, and liquidity position [Overview](index=38&type=section&id=Overview) The company aims to provide clean and affordable energy through its integrated natural gas and LNG infrastructure - NFE is a global energy infrastructure company focused on natural gas and LNG, aiming to provide reliable, affordable, and clean energy[150](index=150&type=chunk) - The Company's business is managed through two operating segments: **Terminals and Infrastructure**, and **Ships**[150](index=150&type=chunk) - The Terminals and Infrastructure segment covers the entire production and delivery chain, with a focus on Fast LNG development[151](index=151&type=chunk) [Our Current Operations – Terminals and Infrastructure](index=38&type=section&id=Our%20Current%20Operations%20–%20Terminals%20and%20Infrastructure) The company operates key energy facilities across the Americas, serving major utility and industrial customers - The Company operates facilities in Jamaica, Puerto Rico, Mexico, and the United States, serving significant customers like JPS, PREPA, and CFE[153](index=153&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk) - In Puerto Rico, NFE commissioned **350MW of additional power generation capacity** in Q2 and Q3 2023 to support grid stabilization[158](index=158&type=chunk) - Genera PR LLC, a wholly-owned subsidiary, was awarded a **10-year contract** for operation and maintenance of PREPA's thermal generation assets, commencing July 1, 2023[159](index=159&type=chunk) [Our LNG Supply and Cargo Sales](index=40&type=section&id=Our%20LNG%20Supply%20and%20Cargo%20Sales) A diversified supply strategy, including proprietary Fast LNG production, aims to meet long-term demand and manage price risk - NFE plans to satisfy LNG demand through current contractual supply, additional long-term contracts starting in 2027, and its own Fast LNG production[164](index=164&type=chunk) - The Company has secured **100% of expected committed LNG volumes** for its downstream terminals and has binding 20-year contracts from two U.S. LNG facilities starting in 2027[164](index=164&type=chunk) - NFE aims to mitigate exposure to natural gas price fluctuations by basing customer contracts on the Henry Hub index and commencing its own Fast LNG production in Q4 2023[165](index=165&type=chunk) [Our Current Operations – Ships](index=40&type=section&id=Our%20Current%20Operations%20–%20Ships) The Ships segment provides marine assets for customer leases and supports the company's integrated terminal operations - The Ships segment includes FSRUs, FSUs, and LNG carriers leased to customers, with plans to utilize these vessels for NFE's own terminal operations as charters expire[166](index=166&type=chunk) - In August 2022, NFE transferred ownership of 11 vessels to Energos Infrastructure, receiving **$1.85 billion in cash and a 20% equity interest**[167](index=167&type=chunk) [Our Development Projects](index=40&type=section&id=Our%20Development%20Projects) The company is advancing several major development projects, led by its innovative Fast LNG modular liquefaction units - Current development projects include modular floating liquefaction facilities (Fast LNG) and LNG terminals and power plants in Nicaragua, Brazil, and Ireland[168](index=168&type=chunk) - The **first Fast LNG unit** has been installed offshore Altamira, Mexico, and is in the commissioning phase, with additional units planned for deployment[175](index=175&type=chunk) - The Barcarena Facility is substantially completed and expected to commence operations in Q1 2024, with the Barcarena Power Plant expected to be operational in 2025[180](index=180&type=chunk) - The Ireland Facility's application for development was denied in Q3 2023, which the Company is challenging, introducing uncertainty and regulatory risks[183](index=183&type=chunk) [Recent Developments](index=42&type=section&id=Recent%20Developments) The company recently secured significant long-term financing for its Barcarena and Fast LNG projects - In October 2023, NFE's Brazilian subsidiaries secured long-term financing for the Barcarena Power Plant, including a **BNDES Credit Agreement (R$1.8 billion)** and **convertible debentures ($200 million)**[184](index=184&type=chunk)[185](index=185&type=chunk)[188](index=188&type=chunk) - On October 30, 2023, the Company entered into an **$856 million Term Loan B Credit Agreement**, used to repay Bridge Term Loans and for general corporate purposes[191](index=191&type=chunk)[192](index=192&type=chunk) [Other Matters](index=43&type=section&id=Other%20Matters) Regulatory proceedings for the San Juan Facility are ongoing, with continued operation permitted - The San Juan Facility remains under FERC jurisdiction, with an application for authorization to operate pending since September 2021[196](index=196&type=chunk) - FERC approved an amendment in July 2023, allowing construction of a pipeline to supply natural gas for temporary power generation in Puerto Rico[197](index=197&type=chunk) [Results of Operations – Three Months Ended September 30, 2023 compared to Three Months Ended June 30, 2023 and Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022](index=44&type=section&id=Results%20of%20Operations%20–%20Three%20Months%20Ended%20September%2030,%202023%20compared%20to%20Three%20Months%20Ended%20June%2030,%202023%20and%20Nine%20Months%20Ended%20September%2030,%202023%20compared%20to%20Nine%20Months%20Ended%20September%2030,%202022) Segment Operating Margin serves as the primary metric for evaluating the company's core operational performance - Segment Operating Margin is the key metric for evaluating segment performance, defined as segment revenue less direct operating costs[123](index=123&type=chunk)[198](index=198&type=chunk) **Consolidated Segment Operating Margin (Non-GAAP) (in thousands of U.S. dollars):** | Period | 3 Months Ended Sep 30, 2023 | 3 Months Ended Jun 30, 2023 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Consolidated Segment Operating Margin | $250,110 | $290,437 | $894,778 | $819,773 | - **Consolidated Segment Operating Margin decreased by $40.3 million QoQ** but increased by $75.0 million YoY for the nine-month period[200](index=200&type=chunk)[205](index=205&type=chunk) [Terminals and Infrastructure Segment](index=47&type=section&id=Terminals%20and%20Infrastructure%20Segment) Segment performance was impacted by lower LNG cargo sales, though downstream volumes and margins improved **Terminals and Infrastructure Segment Performance (in thousands of U.S. dollars):** | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Jun 30, 2023 | Change (QoQ) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------ | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Total revenues | $447,905 | $495,504 | $(47,599) | $1,446,017 | $1,711,241 | $(265,224) | | Cost of sales | $192,343 | $222,371 | $(30,028) | $488,512 | $909,938 | $(421,426) | | Operations and maintenance | $60,819 | $33,697 | $27,122 | $121,187 | $89,861 | $31,326 | | Segment Operating Margin | $194,743 | $239,436 | $(44,693) | $836,318 | $700,264 | $136,054 | - **QoQ revenue decrease was driven by no LNG cargo sales in Q3 2023**, partially offset by increased gas sales in Puerto Rico and higher Henry Hub index pricing[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - **YoY revenue decrease was due to lower LNG cargo sales** and a 60% reduction in the Henry Hub index, partially offset by a 62% increase in downstream terminal volumes[213](index=213&type=chunk)[214](index=214&type=chunk) - **Operations and maintenance expenses increased significantly** due to new O&M services for PREPA's thermal assets and increased lease costs for Puerto Rican operations[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) [Ships Segment](index=50&type=section&id=Ships%20Segment) The segment's revenue and operating expenses declined year-over-year following the Energos vessel transaction **Ships Segment Performance (in thousands of U.S. dollars):** | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Jun 30, 2023 | Change (QoQ) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------ | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Total revenues | $66,557 | $65,841 | $716 | $230,315 | $337,626 | $(107,311) | | Vessel operating expenses | $11,613 | $11,443 | $170 | $42,295 | $71,029 | $(28,734) | | Segment Operating Margin | $54,944 | $54,398 | $546 | $188,020 | $266,597 | $(78,577) | - **YoY revenue decreased by $107.3 million**, primarily due to the sale of the Nanook as part of the Energos Formation Transaction[226](index=226&type=chunk) - **Vessel operating expenses decreased YoY by $28.7 million**, mainly due to lower costs related to the Hilli after its exchange and the sale of the Nanook[229](index=229&type=chunk) - The Company sold the vessel Golar Spirit for **$15.8 million in July 2023**, recognizing a $7.8 million gain[224](index=224&type=chunk) [Other operating results](index=52&type=section&id=Other%20operating%20results) Net income grew substantially year-over-year, driven by improved investment income and despite higher interest expense **Other Operating Results (in thousands of U.S. dollars):** | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Jun 30, 2023 | Change (QoQ) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :-------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Selling, general and administrative | $49,107 | $55,803 | $(6,696) | $157,048 | $165,952 | $(8,904) | | Depreciation and amortization | $48,670 | $42,115 | $6,555 | $125,160 | $106,439 | $18,721 | | Interest expense | $64,822 | $64,396 | $426 | $200,891 | $156,344 | $44,547 | | Net income | $62,338 | $120,100 | $(57,762) | $334,004 | $118,981 | $215,023 | - **Selling, general and administrative expenses decreased QoQ** due to reduced headcount and lower annual incentive compensation estimates[233](index=233&type=chunk) - **Depreciation and amortization increased** due to assets placed in service for the Puerto Rico grid stabilization project[237](index=237&type=chunk)[238](index=238&type=chunk) - **Interest expense increased YoY by $44.5 million**, driven by a higher total principal outstanding ($6.2 billion as of Sep 30, 2023)[241](index=241&type=chunk) - **Net income for the nine months ended September 30, 2023, increased by $215.0 million**, largely due to a significant improvement in income from equity method investments[231](index=231&type=chunk)[249](index=249&type=chunk) [Factors Impacting Comparability of Our Financial Results](index=54&type=section&id=Factors%20Impacting%20Comparability%20of%20Our%20Financial%20Results) Future financial results will be shaped by the deployment of Fast LNG units and the full impact of recently completed projects - Historical results are not indicative of future performance due to the exclusion of results from disposed investments and the upcoming impact of Fast LNG solutions[250](index=250&type=chunk) - The deployment of Fast LNG facilities is expected to **significantly lower LNG supply costs** and reduce dependence on third-party suppliers[252](index=252&type=chunk) - Recent project completions, such as the La Paz Power Plant and Puerto Rico grid stabilization assets, will impact future revenue and operating results[252](index=252&type=chunk) [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) The company anticipates sufficient liquidity from borrowings, cash flow, and other capital sources to fund future expenditures - The Company expects sufficient liquidity from recent borrowings, additional capital sources, and cash flow from operations to fund capital expenditures[251](index=251&type=chunk) - Working capital position is expected to improve due to new financing, potential asset sales, and cash flows from temporary power projects[252](index=252&type=chunk)[253](index=253&type=chunk) - **Total committed expenditures for completed and existing projects are approximately $6.2 billion**, with $4.8 billion paid through September 30, 2023[255](index=255&type=chunk) [Contractual Obligations](index=55&type=section&id=Contractual%20Obligations) The company has substantial long-term contractual obligations, primarily related to debt and LNG purchase agreements **Contractual Obligations as of September 30, 2023 (in thousands of U.S. dollars):** | Obligation Type | Total | Less than 1 Year | Years 2 to 3 | Years 4 to 5 | More than 5 years | | :------------------------ | :----------- | :--------------- | :----------- | :----------- | :---------------- | | Long-term debt obligations | $8,525,237 | $225,540 | $3,550,767 | $2,177,844 | $2,571,086 | | Purchase obligations | $14,968,923 | $645,109 | $2,237,465 | $1,412,110 | $10,674,239 | | Lease obligations | $600,005 | $47,555 | $255,500 | $108,502 | $188,448 | | **Total** | **$24,094,165** | **$918,204** | **$6,043,732** | **$3,698,456** | **$13,433,773** | - **Purchase obligations**, primarily take-or-pay contracts for LNG/natural gas and EPC agreements, represent the largest portion of future commitments[263](index=263&type=chunk)[264](index=264&type=chunk) - Long-term debt obligations exclude payments to Energos for vessel charters and residual value, as these are not direct cash payments by NFE[261](index=261&type=chunk) [Cash Flows](index=56&type=section&id=Cash%20Flows) Cash flow dynamics reflect strong operating performance offset by major investments and significant financing activities **Cash Flow Summary (in thousands of U.S. dollars):** | Cash Flows From: | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change | | :-------------------- | :-------------------------- | :-------------------------- | :----------- | | Operating activities | $537,184 | $91,105 | $446,079 | | Investing activities | $(2,065,562) | $(195,960) | $(1,869,602) | | Financing activities | $924,072 | $249,710 | $674,362 | | Net (decrease) increase in cash | $(604,306) | $144,855 | $(749,161) | - **Operating cash flow increased significantly** due to improved receivables collection, commodity derivative settlement, and deferred cash receipts[268](index=268&type=chunk) - **Investing cash flow saw a substantial increase in outflows**, primarily for Fast LNG and Puerto Rico grid stabilization projects, partially offset by $100 million from the Hilli LLC sale[269](index=269&type=chunk) - **Financing cash flow increased due to $1.77 billion in new borrowings**, offset by a $626.3 million dividend payment and debt repayments[271](index=271&type=chunk) [Long-Term Debt and Preferred Stock](index=57&type=section&id=Long-Term%20Debt%20and%20Preferred%20Stock) The company actively managed its debt profile through new loan agreements and increased revolving credit capacity - The Company entered into a **$400 million Bridge Term Loan Agreement** in August 2023, which was subsequently repaid in full after the quarter end[274](index=274&type=chunk) - In June 2023, NFE secured up to **$200 million in Equipment Notes** to finance turbines for the Puerto Rico grid stabilization project[276](index=276&type=chunk) - An EB-5 Loan Agreement was entered into in July 2023 for up to **$100 million** to fund a new green hydrogen facility in Texas[278](index=278&type=chunk) - The Revolving Facility's capacity increased by $426.6 million in 2023 to a total of **$866.6 million**[281](index=281&type=chunk) - The Company was in compliance with all debt covenants as of September 30, 2023[282](index=282&type=chunk) [Critical Accounting Policies and Estimates](index=58&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no significant changes to the company's critical accounting estimates since the last annual report - No significant changes to critical accounting estimates have occurred since the Annual Report[283](index=283&type=chunk) [Recent Accounting Standards](index=58&type=section&id=Recent%20Accounting%20Standards) Information on recently issued accounting standards is available in the financial statement notes - Refer to Note 3 for descriptions of recently issued accounting standards[284](index=284&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is exposed to market risks from commodity prices, interest rates, and foreign currency exchange [Commodity Price Risk](index=59&type=section&id=Commodity%20Price%20Risk) LNG price exposure is managed through index-based customer contracts and derivative instruments - NFE manages LNG price exposure by largely basing customer contract pricing on the **Henry Hub index** plus a contractual spread[286](index=286&type=chunk) - A commodity swap settled in Q1 2023 resulted in a **$146.1 million realized gain**, while new swaps led to an unrealized loss of $1.8 million for the nine months ended September 30, 2023[286](index=286&type=chunk) [Interest Rate Risk](index=59&type=section&id=Interest%20Rate%20Risk) The company's exposure to interest rate risk is linked to both its fixed-rate and variable-rate debt instruments - Fixed-rate debt means interest rate changes impact fair value but not results of operations or cash flows[287](index=287&type=chunk) - A **100-basis point change** in market interest rates would alter the fair value of fixed-rate debt by approximately **$69 million**[287](index=287&type=chunk) - For the variable-rate Barcarena Term Loan, a **100-basis point change** would impact annual interest expense by approximately **$2 million**[288](index=288&type=chunk) [Foreign Currency Exchange Risk](index=59&type=section&id=Foreign%20Currency%20Exchange%20Risk) Operations in Brazil expose the company to foreign exchange fluctuations against the U.S. dollar - The Company has transactions, assets, and liabilities denominated in **Brazilian reais**, exposing it to foreign exchange fluctuations[289](index=289&type=chunk) - A **10% depreciation of the U.S. dollar** against the Brazilian reais would not significantly decrease revenue or expenses[289](index=289&type=chunk) - As international operations grow, NFE may use derivative or hedging transactions to manage foreign currency risks[290](index=290&type=chunk) [Item 4. Controls and Procedures.](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management has evaluated and confirmed the effectiveness of the company's disclosure controls and procedures [Evaluation of Disclosure Controls and Procedures](index=59&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective as of the end of the reporting period - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective as of September 30, 2023**, providing reasonable assurance[291](index=291&type=chunk)[292](index=292&type=chunk) [Changes in Internal Control over Financial Reporting](index=60&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes to internal controls occurred during the quarter, though a new system implementation is noted - **No material changes** in internal control over financial reporting occurred during the quarter ended September 30, 2023[293](index=293&type=chunk) - The Company completed an implementation of core financial systems in Q4 2023, which could lead to future changes in internal control over financial reporting[293](index=293&type=chunk) [PART II OTHER INFORMATION](index=61&type=section&id=PART%20II%20OTHER%20INFORMATION) This part provides information on legal proceedings, risk factors, and other corporate matters [Item 1. Legal Proceedings.](index=61&type=section&id=Item%201.%20Legal%20Proceedings.) The company is not currently a party to any material legal proceedings - The Company is not currently involved in any material legal proceedings[296](index=296&type=chunk) - Various legal and regulatory claims may arise in the ordinary course of business, but the Company does not anticipate a material adverse effect on its financial position[296](index=296&type=chunk) [Item 1A. Risk Factors.](index=61&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks related to its business operations, jurisdictions, and stock ownership [Summary Risk Factors](index=61&type=section&id=Summary%20Risk%20Factors) Key risks include operational challenges, regulatory hurdles, competition, and geopolitical instability - Key business risks include limited operating history, construction and operational risks, dependence on third-party contractors, regulatory complexities, and intense competition[299](index=299&type=chunk) - Risks related to operating jurisdictions include economic, political, and social instability, and foreign exchange fluctuations[302](index=302&type=chunk) - Ownership risks include control by a small number of original investors and the Company's status as a 'controlled company' under Nasdaq rules[302](index=302&type=chunk) [Risks Related to Our Business](index=63&type=section&id=Risks%20Related%20to%20Our%20Business) The company's business is subject to risks from its limited operating history, project execution, and substantial debt - The Company has a limited operating history, with **net income of $62.3 million in Q3 2023**, but prior years included significant net losses, making historical performance an unreliable basis for future evaluation[303](index=303&type=chunk) - Construction projects are subject to risks like engineering problems, supply delays, and regulatory approvals, which can lead to cost overruns and delays[307](index=307&type=chunk)[310](index=310&type=chunk) - Operational risks for infrastructure, facilities, and vessels include equipment failures, human error, and environmental accidents, which could result in revenue loss and increased costs[311](index=311&type=chunk) - Dependence on third-party contractors and suppliers poses risks of non-performance, delays, and cost increases[313](index=313&type=chunk) - The success of the business relies on LNG being a competitive energy source; price volatility and competition could adversely affect demand and profitability[314](index=314&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk) - The Company's **Fast LNG technology is unproven** and subject to construction, regulatory, and operational risks, with no guarantee of achieving expected cost savings[360](index=360&type=chunk)[361](index=361&type=chunk) - **Substantial debt ($6.2 billion as of Sep 30, 2023)** and restrictive covenants may limit operational flexibility and ability to fund future needs[362](index=362&type=chunk) [Risks Related to the Jurisdictions in Which We Operate](index=77&type=section&id=Risks%20Related%20to%20the%20Jurisdictions%20in%20Which%20We%20Operate) Operating in multiple international jurisdictions exposes the company to political, economic, and regulatory risks - Operations in Jamaica, Mexico, Puerto Rico, Brazil, Ireland, and Nicaragua expose the Company to economic, political, and social instability[405](index=405&type=chunk) - Foreign exchange fluctuations, particularly in **Brazilian reais and Mexican pesos**, can adversely affect financial condition and operating results[408](index=408&type=chunk) - The Company is subject to extensive environmental, social, health, and safety laws, which can lead to increased compliance costs, liabilities, and reputational damage[369](index=369&type=chunk)[370](index=370&type=chunk)[383](index=383&type=chunk) - Compliance with anti-corruption laws (e.g., FCPA) is critical; violations could result in investigations, fines, and penalties, especially in high-risk jurisdictions[388](index=388&type=chunk)[389](index=389&type=chunk)[390](index=390&type=chunk) - Dependence on land leases and rights-of-way for projects means loss of these rights could materially affect operations[395](index=395&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=88&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) Stock ownership risks include price volatility, concentrated voting power, and discretionary dividend payments - The market price and trading volume of Class A common stock may be volatile due to factors like earnings fluctuations and general economic conditions[409](index=409&type=chunk)[410](index=410&type=chunk)[412](index=412&type=chunk) - As a **'controlled company'** under Nasdaq rules, NFE is exempt from certain corporate governance requirements, which may not afford the same protections as other companies[413](index=413&type=chunk) - A small number of original investors control a **majority of voting power**, potentially leading to conflicts of interest with other stockholders[414](index=414&type=chunk)[415](index=415&type=chunk) - The declaration and payment of dividends are at the discretion of the Board, and there is no assurance of continued payments[422](index=422&type=chunk) [General Risks](index=92&type=section&id=General%20Risks) General risks include the company's holding structure, M&A challenges, and potential impacts from global events - As a holding company, NFE's financial results depend on its subsidiaries, whose ability to make distributions may be limited by restrictive debt covenants[427](index=427&type=chunk) - Future mergers, acquisitions, or divestments carry significant risks, including integration challenges and failure to realize expected value[428](index=428&type=chunk) - Global pandemics can cause economic disruptions, supply chain issues, and financial market volatility, negatively impacting operations[429](index=429&type=chunk)[430](index=430&type=chunk) - Changes in tax laws or regulations in operating countries could lead to materially higher tax expenses[431](index=431&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=94&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) Restrictive covenants on subsidiary indebtedness can impact the distribution and use of proceeds - Operating subsidiaries, joint ventures, and special purpose entities are subject to restrictive covenants on dividend distributions related to their indebtedness[434](index=434&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=94&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reports no defaults upon its senior securities - No defaults upon senior securities were reported[435](index=435&type=chunk) [Item 4. Mine Safety Disclosures.](index=94&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[436](index=436&type=chunk) [Item 5. Other Information.](index=94&type=section&id=Item%205.%20Other%20Information.) There is no other information to report in this section - No other information is applicable[437](index=437&type=chunk) [Item 6. Exhibits.](index=94&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed as part of the quarterly report - The exhibits include organizational documents, incentive plans, shareholder agreements, and administrative services agreements[438](index=438&type=chunk) - Debt-related exhibits comprise various indentures and credit agreements, including amendments to the Revolving Facility and the new Credit Agreement dated August 3, 2023[439](index=439&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk)[442](index=442&type=chunk) - Certifications by the Chief Executive Officer and Chief Financial Officer, along with Inline XBRL documents, are also included[442](index=442&type=chunk)[443](index=443&type=chunk) [SIGNATURES](index=100&type=section&id=SIGNATURES) This section provides the official signatures of the company's certifying officers - The report is signed by Wesley R Edens (CEO), Christopher S Guinta (CFO), and Yunyoung Shin (CAO) on November 9, 2023[449](index=449&type=chunk)

Financial Data and Key Metrics Changes - The company reported $208 million of adjusted EBITDA for Q3 2023, with expectations of $1.6 billion for the full year and $2.4 billion for 2024, including about $200 million from asset sales in Q4 [2][34] - Net income for Q3 was $62 million, or $0.30 per share, with forecasts of $600 million for 2023 and $1.4 billion for 2024 [32][34] - The company expects a significant increase in free cash flow, estimating $775 million for 2023 and $1.65 billion for 2024, with a notable decrease in CapEx from $1.2 billion in 2023 to $400 million in 2024 [34][60] Business Line Data and Key Metrics Changes - Downstream operating margin reached $195 million in Q3, a 4x increase from Q2 and 13x from Q1, with expectations to nearly double in Q4 [58] - Over 85% of cash flows in 2024 are expected to come from volumes sold to downstream customers, with nearly 90% of these volumes already contracted [5][20] Market Data and Key Metrics Changes - The company highlighted significant opportunities in Brazil and Puerto Rico, with Brazil being described as a massive market with potential for commercial activity [44][26] - In Puerto Rico, the company operates power plants that provide about 15% of the island's power, representing the cheapest and most reliable energy source available [27][54] Company Strategy and Development Direction - The company aims to achieve an investment-grade rating within the next 12 to 24 months, focusing on deleveraging its balance sheet through operating cash flows and asset sales [19][33] - The company is expanding its hydrogen business, with plans for multiple hydrogen production facilities in North America, targeting significant growth in the sector [63][71] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the operational performance, noting that Q3 was the best operational quarter in the company's history, with a significant increase in cash flows from core business activities [43][45] - The company sees substantial growth potential in existing markets, particularly in Brazil and Puerto Rico, where there is a strong demand for cleaner energy solutions [97][110] Other Important Information - The company has completed significant construction milestones, including the commissioning of its first FLNG unit and the completion of two power plants in Puerto Rico [11][18] - The company is actively pursuing asset sales to streamline operations and improve cash flow, with a focus on non-core assets that do not significantly contribute to EBITDA [106][88] Q&A Session Summary Question: Expected EBITDA for Q4 and contribution from non-contracted assets - Management clarified that they expect one cargo sale in Q4, with the remainder of earnings coming from contracts with downstream customers [66] Question: CapEx deployment during Q3 and guidance for 2024 - Management indicated that the lumpiness in CapEx during Q3 was related to the development of FLNG2 and completion of FLNG1 [68][84] Question: Status of FLNG unit with respect to DOE and deployment of FLNG2 - Management confirmed that they resolved a nomenclature issue with the DOE and are looking to deploy FLNG units both offshore and onshore [104][100] Question: Drivers for asset sales despite increased free cash flow - Management explained that the assets being sold are non-core and do not significantly impact cash flow, allowing for a cleaner balance sheet and additional cash flow [78][106] Question: Growth outlook in fuel switching markets - Management highlighted the significant savings potential in markets switching from diesel to natural gas, particularly in Puerto Rico and Brazil [109][110]

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements%2E) The company's H1 2023 financials show increased assets and liabilities, improved net income, and significant capital expenditures [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $9.14 billion by June 30, 2023, driven by Construction in Progress, with liabilities also rising Condensed Consolidated Balance Sheet Highlights (in thousands USD) | Account | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $104,342 | $675,492 | | Construction in progress | $4,593,132 | $2,418,608 | | Total current assets | $713,691 | $1,387,154 | | **Total assets** | **$9,135,239** | **$7,705,082** | | **Liabilities & Equity** | | | | Current portion of long-term debt | $366,945 | $64,820 | | Accounts payable | $602,759 | $80,387 | | Long-term debt | $5,064,188 | $4,476,865 | | **Total liabilities** | **$7,584,364** | **$6,263,223** | | **Total stockholders' equity** | **$1,550,875** | **$1,441,859** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) Net income significantly improved to $269.5 million for H1 2023, driven by higher operating income despite a slight revenue decrease Statement of Operations Highlights (in thousands USD, except per share data) | Metric | Q2 2023 (USD) | Q2 2022 (USD) | Six Months 2023 (USD) | Six Months 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $561,345 | $584,855 | $1,140,476 | $1,089,973 | | Operating income | $190,965 | $133,695 | $458,189 | $300,151 | | Net income (loss) attributable to stockholders | $119,248 | $(169,765) | $269,454 | $68,504 | | Net income (loss) per share – diluted | $0.58 | $(0.81) | $1.29 | $0.33 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to $503.9 million, but significant capital expenditures led to a net decrease in cash for H1 2023 Cash Flow Summary (in thousands USD) | Activity | Six Months Ended June 30, 2023 (USD) | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $503,877 | $170,933 | | Net cash used in investing activities | $(1,367,092) | $(441,708) | | Net cash provided by financing activities | $222,583 | $226,654 | | **Net decrease in cash, cash equivalents and restricted cash** | **$(639,024)** | **$(46,139)** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail LNG cargo sales, $13.2 billion in future contract revenue, increased debt, and post-quarter financing activities - For the six months ended June 30, 2023, the company recognized **$617.1 million** in revenue from LNG cargo sales, which included **$332.0 million** from contract settlements[29](index=29&type=chunk) Transaction Price Allocated to Remaining Performance Obligations (in thousands USD) | Period | Revenue (USD) | | :--- | :--- | | Remainder of 2023 | $ 846,988 | | 2024 | 2,043,173 | | 2025 | 1,355,952 | | 2026 | 525,753 | | 2027 | 522,876 | | Thereafter | 7,988,459 | | **Total** | **$ 13,283,201** | - On March 15, 2023, the company sold its investment in Hilli LLC to Golar LNG Limited in exchange for approximately **4.1 million NFE shares** and **$100,000** in cash, recognizing a loss on disposal of **$37,401**[65](index=65&type=chunk) - Construction in progress increased by **$2.25 billion** during the first six months of 2023, reaching a total of **$4.59 billion**, primarily for Fast LNG projects and the Puerto Rican temporary power project[70](index=70&type=chunk)[71](index=71&type=chunk) - Subsequent to quarter-end, on August 3, 2023, the company entered into a **$400 million Term Loan Credit Agreement** for working capital and general corporate purposes, maturing on August 1, 2024[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%2E) Management discusses segment performance, significant investments in Fast LNG, and liquidity, with $5.0 billion in committed project expenditures [Overview of Business and Operations](index=37&type=section&id=Overview%20of%20Business%20and%20Operations) NFE operates two segments, focusing on global energy infrastructure and developing Fast LNG to lower supply costs - The company operates through two segments: Terminals and Infrastructure (vertically integrated gas-to-power solutions) and Ships (vessels leased to customers)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - Key development projects include multiple Fast LNG units, the Puerto Sandino Facility (Nicaragua), Barcarena Facility (Brazil), Santa Catarina Terminal (Brazil), and the Ireland Facility[153](index=153&type=chunk) - The first Fast LNG unit is expected to be deployed in Q3 2023, anticipated to significantly lower LNG supply costs and reduce dependence on third-party suppliers[158](index=158&type=chunk)[221](index=221&type=chunk) - In Q1 2023, subsidiary Genera PR LLC was awarded a 10-year contract to operate and maintain PREPA's thermal generation assets in Puerto Rico, commencing July 1, 2023[144](index=144&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Consolidated Segment Operating Margin increased to $644.7 million in H1 2023, driven by Terminals and Infrastructure growth Segment Operating Margin Comparison (in thousands USD) | Segment | Six Months 2023 (USD) | Six Months 2022 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Terminals and Infrastructure | $641,575 | $448,795 | $192,780 | | Ships | $133,076 | $178,736 | $(45,660) | | **Consolidated Segment Operating Margin** | **$644,668** | **$524,024** | **$120,644** | - Terminals and Infrastructure revenue for H1 2023 decreased slightly to **$998.1 million** from **$1,023.8 million** in H1 2022, mainly due to the divested CELSEPAR investment, offset by a **67% increase** in volumes delivered to downstream customers in 2023[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk) - Cost of sales for the Terminals and Infrastructure segment in H1 2023 decreased by **$211.3 million** compared to H1 2022, primarily due to a **$141.9 million** realized gain from a commodity swap settlement and lower LNG purchase prices[188](index=188&type=chunk)[191](index=191&type=chunk) - Ships segment revenue for H1 2023 decreased by **$62.2 million** compared to H1 2022, mainly due to the sale of the Nanook vessel and the conclusion of charters for two other vessels[200](index=200&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity for 12 months, with $5.0 billion in committed project expenditures and new financing - The company has assumed total committed expenditures for all completed and existing projects to be approximately **$4.997 billion**, with **$3.526 billion** paid through June 30, 2023[225](index=225&type=chunk) - The company expects its working capital position to improve based on new financing (totaling **$485 million** post-Q2), over **$2 billion** in unencumbered assets, and future cash flows from new projects[223](index=223&type=chunk) - A special dividend of **$626.3 million** (**$3.00 per share**) was paid in Q1 2023, and the Board has reinstated a quarterly dividend policy targeting **$0.10 per share**[227](index=227&type=chunk) Contractual Obligations as of June 30, 2023 (in thousands USD) | Obligation Type | Total (USD) | Less than 1 Year (USD) | Years 2 to 3 (USD) | Years 4 to 5 (USD) | More than 5 years (USD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term debt obligations | $7,836,484 | $259,024 | $2,952,126 | $2,093,200 | $2,532,134 | | Purchase obligations | $14,996,844 | $1,256,540 | $2,170,489 | $1,354,518 | $10,215,297 | | Lease obligations | $631,113 | $83,411 | $254,249 | $107,037 | $186,416 | | **Total** | **$23,464,441** | **$1,598,975** | **$5,376,864** | **$3,554,755** | **$12,933,847** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk%2E) The company manages commodity, interest rate, and foreign currency risks, with limited exposure due to hedging and contract structures - The company limits exposure to natural gas price fluctuations as its downstream customer contracts are largely based on the Henry Hub index price plus a contractual spread[253](index=253&type=chunk) - A **100-basis point** change in the market interest rate would impact the fair value of fixed-rate debt by approximately **$73 million**, but would not impact results of operations or cash flows[254](index=254&type=chunk) - For variable-rate debt (Barcarena Term Loan), a **100-basis point** increase or decrease in the market interest rate would change annual interest expense by approximately **$2 million**[255](index=255&type=chunk) [Item 4. Controls and Procedures.](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures%2E) Management concluded disclosure controls and procedures were effective as of June 30, 2023, with no material changes - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[258](index=258&type=chunk) - There were no material changes to the company's internal control over financial reporting during the quarter ended June 30, 2023[259](index=259&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings.](index=59&type=section&id=Item%201.%20Legal%20Proceedings%2E) The company is not currently a party to any material legal proceedings - The company is not currently a party to any material legal proceedings[262](index=262&type=chunk) [Item 1A. Risk Factors.](index=59&type=section&id=Item%201A.%20Risk%20Factors%2E) The company faces risks related to its business, operations, jurisdictions, and stock ownership, including unproven technology and high debt [Risks Related to Our Business](index=61&type=section&id=Risks%20Related%20to%20Our%20Business) Business risks include limited operating history, construction and operational challenges, reliance on third parties, and unproven Fast LNG technology - The company has a limited operating history, which may not be sufficient to evaluate its business and prospects[269](index=269&type=chunk) - The business is subject to significant construction risks, including engineering problems, delays in equipment delivery, and failure to obtain government approvals, which can lead to cost overruns and project delays[273](index=273&type=chunk)[275](index=275&type=chunk) - The company's Fast LNG technology is not yet proven and faces risks associated with new technologies, including failure to meet performance specifications, high costs, and regulatory challenges[326](index=326&type=chunk) - As of June 30, 2023, the company had approximately **$5.5 billion** in aggregate principal amount of indebtedness outstanding, which includes restrictive covenants that may limit operational flexibility[328](index=328&type=chunk) [Risks Related to the Jurisdictions in Which We Operate](index=85&type=section&id=Risks%20Related%20to%20the%20Jurisdictions%20in%20Which%20We%20Operate) Operations are exposed to economic, political, and social instability, and foreign currency exchange risks in various jurisdictions - Operations are materially dependent on the economic, political, and social conditions in jurisdictions like Jamaica, Puerto Rico, Brazil, and Mexico, which have experienced instability[371](index=371&type=chunk) - The company is exposed to foreign currency exchange risk from revenues and expenses in local currencies, such as the Brazilian real and Mexican peso, which have historically been volatile against the U.S. dollar[374](index=374&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=86&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) Ownership risks stem from the company's 'controlled company' status, concentrated voting power, and anti-takeover provisions - The company is a "controlled company" under Nasdaq rules, as a small group of investors holds a majority of the voting power, exempting it from certain corporate governance requirements such as a majority-independent board[379](index=379&type=chunk) - A small number of original investors, including Founder Entities and Energy Transition Holdings LLC, control over **50%** of the voting power, enabling them to direct matters requiring stockholder approval[380](index=380&type=chunk) - The company's organizational documents contain provisions that could discourage acquisition bids, such as a classified board and limitations on who can call special meetings[384](index=384&type=chunk)[386](index=386&type=chunk) [General Risks](index=90&type=section&id=General%20Risks) General risks include holding company dependence, M&A integration, pandemic impacts, and potential changes in tax laws - As a holding company, NFE is dependent on the results and cash distributions from its subsidiaries, which may be restricted by their own financing agreements[393](index=393&type=chunk) - The company is unable to predict the full extent to which global pandemics, like COVID-19, will negatively affect its operations, financial performance, customers, and suppliers[395](index=395&type=chunk) - Changes in tax laws, regulations, or treaties in the countries where the company operates could result in a materially higher tax expense[397](index=397&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=92&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%2E) No unregistered sales of equity securities occurred, though subsidiaries face debt-related dividend restrictions - There were no unregistered sales of equity securities during the reporting period[400](index=400&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=92&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities%2E) The company reported no defaults upon senior securities - None[401](index=401&type=chunk) [Item 4. Mine Safety Disclosures.](index=92&type=section&id=Item%204.%20Mine%20Safety%20Disclosures%2E) This item is not applicable to the company - Not applicable[402](index=402&type=chunk) [Item 5. Other Information.](index=92&type=section&id=Item%205.%20Other%20Information%2E) Post-quarter, the company secured a $400 million Term Loan and appointed a new Chief Operating Officer - On August 3, 2023, the company entered into a Term Loan Credit Agreement, securing term loans of **$400 million**[403](index=403&type=chunk) - The Term Loans mature on August 1, 2024, and bear interest at a rate of Adjusted Term SOFR plus **3.50%**[405](index=405&type=chunk) - On August 7, 2023, William L. Payne was appointed as Chief Operating Officer of the Company[408](index=408&type=chunk) [Item 6. Exhibits.](index=93&type=section&id=Item%206.%20Exhibits%2E) This section lists all exhibits filed, including corporate governance documents, debt agreements, and officer certifications - The report includes a list of exhibits, such as the Certificate of Incorporation, Bylaws, various debt agreements (including supplemental indentures and credit agreements), and officer certifications required by the Sarbanes-Oxley Act[409](index=409&type=chunk)[410](index=410&type=chunk)[411](index=411&type=chunk)

Financial Data and Key Metrics Changes - The company reported a revenue of $561 million for Q2 2023, with adjusted EBITDA of $246 million, leading to a total of $686 million for the first half of 2023 [111] - The EBITDA guidance for 2023 is now $1.6 billion, with a forecast of $2.4 billion for 2024, reflecting a slight reduction due to project delays [28][29] - The net income for the quarter was $120 million, translating to $0.58 per share on a diluted basis [112] Business Line Data and Key Metrics Changes - The company is transitioning from a revenue mix of 50% merchant sales to nearly all customer sales, enhancing the quality and reliability of earnings [29] - Segment operating margins were reported at $239 million for terminals and $54 million for the ship segment [82] Market Data and Key Metrics Changes - The company has significantly increased its LNG capacity, growing from 40% of 1 ton capacity at the start to 620 TBtus today, with a projection of 920 TBtus next year [23] - The company is expanding its operations in Brazil with two large terminals coming online, increasing throughput capacity by nearly 35% [30] Company Strategy and Development Direction - The company is focused on becoming a major player in the green hydrogen sector, with plans for new facilities in the Northeastern US, Pacific Northwest, and Gulf Coast [14] - The strategy includes leveraging existing infrastructure to minimize additional capital expenditures while maximizing revenue potential [32] Management's Comments on Operating Environment and Future Outlook - Management highlighted the significant commercial opportunities in Puerto Rico, viewing it as a potential model for energy transformation [3][70] - The company is optimistic about the future, expecting immediate impacts on cash flow and deleveraging as projects come online [5][20] Other Important Information - The company has invested $3.2 billion in infrastructure projects that are transitioning to revenue-generating assets, which is expected to significantly enhance revenue potential [22] - The company has closed on an additional $500 million in financing, including a $400 million term loan against FLNG 1 [114] Q&A Session Summary Question: What is the outlook for CapEx guidance for 2024? - Management indicated a significant reduction in CapEx guidance due to the transition from construction to operational phases, allowing for easier financing [123][140] Question: Can you provide context on Puerto Rico's contribution to future earnings? - Management refrained from providing specific guidance on terminal or country basis but acknowledged the significant potential in Puerto Rico [151]

2020 2021 2022 2023(13) 2024(13) Mexico 150 3 9.53% 15.74% 26.17% 26.45% 21.74% Puerto Rico (Increased Capacity) 85 2 Barcarena 150 3 Santa Catarina 150 3 Nicaragua 150 3 Terminal capacity increasing >100% by YE 2024(13) ~18 MTPA of LNG terminal capacity by YE 2024(13) Rule of thumb: ~50 TBtu = 1 tonneCapacity Utilization Total 920 18 12 Capacity & Customers Continued growth in utilization & capacity drive earnings growth & quality Two pathways to accelerate growth: 1. increasing utilization & 2. entering n ...