FORWARD-LOOKING STATEMENTS Forward-Looking Statements Overview This section outlines forward-looking statements, based on current expectations and subject to inherent risks that may cause actual results to differ materially - Forward-looking statements are identified by terms such as 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'may,' 'plan,' 'potential,' 'predict,' 'project,' 'should,' 'target,' 'will,' or 'would'8 - Key risks and uncertainties include the ability to realize anticipated benefits of the Acquisition, unplanned issues (delays, expenses, shortages), competitive market for LNG regasification, changes in LNG supply/demand/price, need for substantial capital expenditures, and risks associated with international business operations9 - The company operates in a competitive and rapidly changing environment, with new risks emerging, such as global economic uncertainty, geopolitical conflicts, and health events, which could amplify existing risks10 PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents Excelerate Energy's unaudited consolidated financial statements for periods ended June 30, 2025, and December 31, 2024 Consolidated Balance Sheets Consolidated Balance Sheet Highlights (In thousands) | Item | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------------------- | :------------ | :---------------- | :----- | :------- | | Cash and cash equivalents | $425,998 | $537,522 | $(111,524) | -20.7% | | Total current assets | $609,339 | $754,279 | $(144,940) | -19.2% | | Property and equipment, net | $2,098,767 | $1,622,896 | $475,871 | 29.3% | | Intangible assets, net | $365,378 | — | $365,378 | N/A | | Goodwill | $249,240 | — | $249,240 | N/A | | Total assets | $4,010,080 | $2,883,215 | $1,126,865 | 39.1% | | Total current liabilities | $233,975 | $216,104 | $17,871 | 8.3% | | Long-term debt, net | $926,141 | $286,760 | $639,381 | 222.9% | | Total liabilities | $1,860,677 | $994,714 | $865,963 | 87.1% | | Total equity | $2,149,403 | $1,888,501 | $260,902 | 13.8% | Consolidated Statements of Income Consolidated Statements of Income Highlights (In thousands, except per share amounts) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Change (YoY) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Total revenues | $204,556 | $183,333 | $21,223 | $519,646 | $383,446 | $136,200 | | Operating income | $43,386 | $49,881 | $(6,495) | $109,102 | $95,040 | $14,062 | | Income before income taxes | $26,339 | $40,704 | $(14,365) | $84,489 | $75,745 | $8,744 | | Net income | $20,765 | $33,277 | $(12,512) | $72,888 | $61,417 | $11,471 | | Net income attributable to shareholders | $4,729 | $6,672 | $(1,943) | $16,116 | $12,996 | $3,120 | | Net income per common share – basic | $0.15 | $0.27 | $(0.12) | $0.58 | $0.51 | $0.07 | | Net income per common share – diluted | $0.15 | $0.26 | $(0.11) | $0.57 | $0.50 | $0.07 | Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income Highlights (In thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Change (YoY) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (YoY) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Net income | $20,765 | $33,277 | $(12,512) | $72,888 | $61,417 | $11,471 | | Other comprehensive income (loss) | $293 | $175 | $118 | $(1,142) | $3,163 | $(4,305) | | Comprehensive income | $20,788 | $33,310 | $(12,522) | $72,499 | $61,997 | $10,502 | | Comprehensive income attributable to shareholders | $4,752 | $6,705 | $(1,953) | $15,727 | $13,576 | $2,151 | Consolidated Statements of Changes in Equity Consolidated Statements of Changes in Equity Highlights (In thousands, except shares) | Item | Balance at January 1, 2025 | Balance at June 30, 2025 | Change | | :----------------------------------- | :------------------------- | :----------------------- | :----- | | Class A Common Stock (Amount) | $26 | $35 | $9 | | Class B Common Stock (Amount) | $82 | $82 | $0 | | Additional paid-in capital | $467,429 | $633,700 | $166,271 | | Retained earnings | $72,322 | $84,898 | $12,576 | | Accumulated other comprehensive income | $502 | $113 | $(389) | | Treasury stock (Amount) | $(52,375) | $(54,688) | $(2,313) | | Non-controlling interests | $1,400,515 | $1,485,263 | $84,748 | | Total equity | $1,888,501 | $2,149,403 | $260,902 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (Six months ended June 30, in thousands) | Item | 2025 | 2024 | Change (YoY) | | :------------------------------------------ | :--------- | :--------- | :----------- | | Net cash provided by operating activities | $241,949 | $155,040 | $86,909 | | Net cash used in investing activities | $(1,125,499) | $(38,268) | $(1,087,231) | | Net cash provided by (used in) financing activities | $773,048 | $(63,082) | $836,130 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(110,414) | $53,684 | $(164,098) | | Cash, cash equivalents and restricted cash, End of period | $444,081 | $626,142 | $(182,061) | Notes to Consolidated Financial Statements Note 1 – General business information Excelerate Energy, Inc. operates LNG and natural gas infrastructure, with George B. Kaiser holding a significant EELP interest - Excelerate Energy, Inc. owns and operates liquefied natural gas (LNG) and natural gas infrastructure assets25 - George B. Kaiser (and affiliates) owned approximately 71.9% of EELP ownership interests as of June 30, 2025, down from 77.5% as of December 31, 202426 Note 2 – Summary of significant accounting policies This note outlines significant accounting policies for property, intangible assets, goodwill, and new accounting pronouncements Useful Lives for Depreciation | Asset Type | Useful Life | | :--------------------------------- | :---------- | | Floating terminals and related equipment | 5-40 years | | Power generation | 25-35 years | | Fixed terminals and gas pipeline | 20-40 years | | Finance lease right-of-use assets | Lesser of useful life or lease term | | Other equipment | 3-12 years | - Intangible assets, primarily customer relationships from the Acquisition, are amortized on a straight-line basis over approximately 20 years, with $16.0 million expected amortization expense annually for the next five years31 - Goodwill, arising from the Acquisition, is considered to have an indefinite life and is tested for impairment at least annually or when impairment indicators are present3233 - The company is evaluating the impact of new FASB ASUs: ASU 2023-09 (Income Tax Disclosures, effective after Dec 15, 2024) and ASU 2024-03 (Expense Disaggregation Disclosures, effective after Dec 15, 2026)3536 Note 3 – Acquisition In May 2025, Excelerate acquired New Fortress Energy Inc.'s Jamaica Business for approximately $1.055 billion, funded by debt, equity, and cash, to enhance contract revenue and diversify markets - Excelerate acquired 100% of New Fortress Energy Inc.'s Jamaica Business in May 2025 for approximately $1.055 billion in cash37 - The acquisition included the Montego Bay LNG Terminal, Old Harbour LNG Terminal, and Clarendon combined heat and power plant, funded by a Debt Offering, Equity Offering, and cash on hand37 Fair Value of Assets Acquired and Liabilities Assumed (May 14, 2025, in thousands) | Item | Amount | | :----------------------------- | :--------- | | Assets Acquired: | | | Property and equipment, net | $436,543 | | Intangible assets, net | $367,500 | | Goodwill | $249,240 | | Right-of-use assets | $178,913 | | Total assets acquired | $1,320,256 | | Liabilities Assumed: | | | Operating lease liabilities | $153,208 | | Total liabilities assumed | $265,081 | | Net assets acquired | $1,055,175 | - The Acquisition generated $55.3 million in revenue and $12.7 million in net income for the period from May 14, 2025, through June 30, 2025, with transition and transaction expenses totaling $31.3 million for the six months ended June 30, 202539 Note 4 – Fair value of financial instruments This note details fair value measurements of financial instruments, primarily derivatives and 2030 Notes, classified as Level 2 Fair Value of Financial Instruments (In thousands) | Item | June 30, 2025 (Carrying Value) | June 30, 2025 (Fair Value) | December 31, 2024 (Carrying Value) | December 31, 2024 (Fair Value) | | :----------------------------- | :----------------------------- | :------------------------- | :----------------------------- | :------------------------- | | Derivative financial instruments (Assets) | $27,046 | $27,046 | $13,605 | $13,605 | | Derivative financial instruments (Liabilities) | $(25,851) | $(25,851) | $(11,268) | $(11,268) | | 2030 Notes | $(800,000) | $(843,464) | — | — | - All derivatives and the 2030 Notes are classified as Level 2 fair value instruments, with values determined using observable market inputs like SOFR yield curves and Euro/U.S. dollar forward curves4344 Note 5 – Accounts receivable, net This note provides a breakdown of the company's net accounts receivable as of June 30, 2025, and December 31, 2024 Accounts Receivable, Net (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Trade receivables | $72,274 | $114,381 | | Accrued revenue | $6,767 | $5,566 | | Amounts receivable – related party | $518 | $217 | | Allowance for doubtful accounts | $(728) | $(204) | | Accounts receivable, net | $78,831 | $119,960 | Note 6 – Derivative financial instruments This note details derivative financial instruments, including interest rate swaps and foreign currency hedges, used to manage rate exposures Notional Values of Derivative Instruments (June 30, 2025, in thousands) | Instrument | Notional Value | | :------------------ | :------------- | | Interest rate swaps | $46,275 | | Foreign currency hedges | €11,374 | Fair Value of Derivative Instruments (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Total designated as hedging instruments | $1,195 | $2,337 | | Total not designated as hedging instruments | $0 | $0 | | Total derivatives | $1,195 | $2,337 | - Cash flow hedges include interest rate swaps hedging SOFR-based borrowings (expiring 2030) and euro to U.S. dollar hedges for operational and salary expenses (expiring December 2025)49 Gains and Losses from Cash Flow Hedges (In thousands) | Item | Three months ended June 30, 2025 (OCI) | Three months ended June 30, 2024 (OCI) | Six months ended June 30, 2025 (OCI) | Six months ended June 30, 2024 (OCI) | | :------------------- | :------------------------------------- | :------------------------------------- | :----------------------------------- | :----------------------------------- | | Interest rate swaps | $510 | $1,102 | $(530) | $5,253 | | Reclassified to income | $217 | $927 | $612 | $2,090 | Note 7 – Other current assets This note provides a breakdown of the company's other current assets as of June 30, 2025, and December 31, 2024 Other Current Assets (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Prepaid expenses | $15,114 | $8,201 | | Prepaid expenses – related party | $2,311 | $2,250 | | Tax receivables | $6,221 | $5,978 | | Inventories | $19,304 | $23,930 | | Other receivables | $12,948 | $10,355 | | Other current assets | $55,898 | $50,714 | Note 8 – Property and equipment, net This note details net property and equipment, including Jamaica Acquisition additions and new floating regasification terminal construction Property and Equipment, Net (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Floating terminals and related equipment | $2,542,527 | $2,535,748 | | Power generation | $185,911 | — | | Fixed terminals and gas pipeline | $250,334 | — | | Assets in progress | $190,198 | $112,429 | | Less accumulated depreciation | $(1,133,129) | $(1,090,647) | | Property and equipment, net | $2,098,767 | $1,622,896 | - Depreciation expense was $25.5 million for Q2 2025 (down from $30.4 million in Q2 2024) and $47.2 million for YTD 2025 (down from $53.3 million in YTD 2024)52 - The company is constructing a new 170,000 m3 floating regasification terminal, with delivery expected in 2026, and made milestone payments of $20 million in Q2 202553 - The Montego Bay LNG Terminal, Old Harbour LNG Terminal, and Clarendon combined heat and power co-generation plant in Jamaica were acquired in May 2025 as part of the Acquisition54 Note 9 – Accrued liabilities This note provides a breakdown of the company's accrued liabilities as of June 30, 2025, and December 31, 2024 Accrued Liabilities (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued terminal and cargo expenses | $37,629 | $27,128 | | Payroll and related liabilities | $14,498 | $18,615 | | Current portion of TRA liability | $3,116 | $3,116 | | Other accrued liabilities | $46,659 | $21,163 | | Accrued liabilities | $101,902 | $70,022 | Note 10 – Long-term debt, net This note details the company's long-term debt, including $800 million in 2030 Notes, Term Loan Facility repayment, and EE Revolver extension, altering the debt structure Long-term Debt, Net (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | 2030 Notes | $800,000 | — | | Term Loan Facility | — | $163,555 | | Experience Financing | $105,187 | $111,375 | | 2017 Bank Loans | $58,266 | $63,695 | | Total debt | $963,453 | $338,625 | | Less unamortized debt issuance costs | $(17,215) | $(5,072) | | Total debt, net | $946,238 | $333,553 | | Less current portion, net | $(20,097) | $(46,793) | | Total long-term debt, net | $926,141 | $286,760 | - In May 2025, EELP issued $800 million in 8.000% senior unsecured notes due 2030 (2030 Notes) to fund the Jamaica Acquisition and repay the Term Loan Facility68 - The Term Loan Facility was repaid in full in April 2025 using proceeds from the 2030 Notes, and associated interest rate swaps were unwound66 - The EE Revolver's maturity was extended to March 17, 2029, and aggregate commitments increased to $500.0 million in April 2025; $500.0 million of undrawn capacity was available as of June 30, 20256667 Note 11 – Long-term debt – related party This note details the company's long-term debt with related parties, specifically the Exquisite Financing Long-term Debt – Related Party (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Exquisite Financing | $166,127 | $170,895 | | Less current portion | $(9,291) | $(8,943) | | Total long-term related party debt | $156,836 | $161,952 | - The Exquisite Financing, a $220.0 million sale leaseback agreement with Nakilat Excelerate LLC (an equity method investment), is treated as financing due to its terms71 Note 12 – Equity This note details Class A and B Common Stock, ownership changes, dividend declarations, and the Equity Offering's impact - Excelerate Energy Holdings, LLC (controlled by Kaiser) holds all Class B Common Stock, representing 71.9% of combined voting power as of June 30, 2025 (down from 77.5% at Dec 31, 2024)7374 Changes in Class A and Class B Common Stock Ownership | Item | Balance at January 1, 2025 | Balance at June 30, 2025 | | :------------------------------------ | :------------------------- | :----------------------- | | Class A Common Stock Outstanding | 23,868,073 | 32,001,057 | | Class B Common Stock | 82,021,389 | 82,021,389 | | Total | 105,889,462 | 114,022,446 | | Class A Ownership Percentage | 22.5% | 28.1% | - In March 2025, Excelerate completed an Equity Offering of 8,000,000 shares of Class A Common Stock (including underwriter option) for net proceeds of approximately $201.8 million, used to fund the Acquisition81 Dividends and Distributions Declared (In thousands, except per share amounts) | Quarter Ended | Date Paid or To Be Paid | Class B Interests (Distributions Paid or To Be Paid) | Class A Common Stock (Total Dividends Declared) | Dividend Declared per Share | | :-------------------- | :---------------------- | :--------------------------------------------------- | :-------------------------------------------- | :-------------------------- | | June 30, 2025 | September 4, 2025 | $6,562 | $2,679 | $0.08 | | March 31, 2025 | June 5, 2025 | $4,921 | $2,005 | $0.06 | | December 31, 2024 | March 27, 2025 | $4,921 | $1,535 | $0.06 | Note 13 – Earnings per share This note presents the computation of basic and diluted earnings per share, including weighted average shares outstanding and dilutive effects of unvested stock Earnings Per Share Computation (In thousands, except share and per share amounts) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to shareholders – basic | $4,729 | $6,672 | $16,116 | $12,996 | | Weighted average shares outstanding – basic | 31,489,508 | 25,175,057 | 27,715,777 | 25,668,374 | | Weighted average shares outstanding – diluted | 32,162,826 | 25,338,067 | 28,470,434 | 25,747,145 | | Basic EPS | $0.15 | $0.27 | $0.58 | $0.51 | | Diluted EPS | $0.15 | $0.26 | $0.57 | $0.50 | Note 14 – Leases This note analyzes finance and operating lease liabilities, including maturity profiles, weighted average terms, discount rates, and total lease costs Maturity Analysis of Lease Liabilities (June 30, 2025, in thousands) | Year | Operating Lease Payments | Finance Lease Payments | | :---------------- | :----------------------- | :--------------------- | | Remainder of 2025 | $17,620 | $16,617 | | 2026 | $33,516 | $33,235 | | 2027 | $33,514 | $33,235 | | 2028 | $33,878 | $27,584 | | 2029 | $33,778 | $27,571 | | Thereafter | $75,606 | $85,581 | | Total lease payments | $227,912 | $223,823 | | Carrying value of lease liabilities | $172,315 | $180,669 | - As of June 30, 2025, weighted average remaining lease terms were 8.6 years for operating leases and 7.6 years for finance leases, with weighted average discount rates of 7.0% and 6.3%, respectively88 Total Lease Costs (In thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Amortization of finance lease ROU assets | $653 | $653 | $1,305 | $1,305 | | Interest on finance lease liabilities | $2,877 | $3,204 | $5,838 | $6,486 | | Operating lease expense | $4,954 | $441 | $5,435 | $890 | | Short-term lease expense | $93 | $281 | $250 | $534 | | Total lease costs | $8,577 | $4,579 | $12,828 | $9,215 | Note 15 – Revenue This note disaggregates revenue by type and geographic region, providing insights into future minimum revenues and long-term contract expectations Total Revenue by Type (In thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue from leases | $136,481 | $138,114 | $269,258 | $270,265 | | Regasification and other services | $12,352 | $12,873 | $27,940 | $37,716 | | LNG, gas and power | $55,723 | $32,346 | $222,448 | $75,465 | | Total revenue | $204,556 | $183,333 | $519,646 | $383,446 | Revenue from Leases (In thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease income | $119,806 | $120,465 | $235,732 | $243,341 | | Sales-type lease income | $16,675 | $17,649 | $33,526 | $26,924 | | Total revenue from leases | $136,481 | $138,114 | $269,258 | $270,265 | Disaggregated Revenue by Region (Six months ended June 30, 2025, in thousands) | Region | Revenue from leases | Regas and other services | LNG, gas and power | Total revenue | | :------------- | :------------------ | :----------------------- | :----------------- | :------------ | | Asia Pacific | $33,526 | $21,455 | $95,741 | $150,722 | | Latin America | $101,672 | — | — | $101,672 | | Middle East | $76,585 | — | — | $76,585 | | Europe | $57,475 | $259 | $43,990 | $101,724 | | North America | — | $6,027 | $82,717 | $88,744 | | Other | — | $199 | — | $199 | | Total revenue | $269,258 | $27,940 | $222,448 | $519,646 | - The estimated fixed transaction price allocated to long-term performance obligations is $12.9 billion, with significant revenue expected from 2026 onwards, including a 15-year LNG sale and purchase agreement with Bangladesh Oil, Gas & Mineral Corporation starting in 202699 Note 16 – Long-term incentive compensation This note describes the Long-Term Incentive Plan (LTI Plan), including stock options, restricted stock units, performance units, and compensation expenses - The LTI Plan allows for grants of up to 10.8 million shares, increasing annually by 4% of outstanding Class A Common Stock, to align employee and stockholder interests100 Stock-based Compensation Expense (In thousands) | Period | 2025 | 2024 | | :------------------------------- | :--------- | :--------- | | Three months ended June 30, | $3,207 | $1,920 | | Six months ended June 30, | $5,342 | $3,297 | - As of June 30, 2025, the company had $1.4 million in unrecognized compensation costs for stock options (over 1.8 years), $11.8 million for restricted stock units (over 2.0 years), and $8.0 million for performance units (over 2.0 years)104105110 Note 17 – Income taxes This note details income tax provision and effective tax rates, highlighting geographical income distribution, varying tax regimes, and Pillar Two Framework evaluation Provision for Income Taxes (In thousands) | Period | 2025 | 2024 | Change (YoY) | | :------------------------------- | :--------- | :--------- | :----------- | | Three months ended June 30, | $5,574 | $7,427 | $(1,853) | | Six months ended June 30, | $11,601 | $14,328 | $(2,727) | Effective Tax Rates | Period | 2025 | 2024 | | :------------------------------- | :----- | :----- | | Three months ended June 30, | 21.2% | 18.2% | | Six months ended June 30, | 13.7% | 18.9% | - The decrease in tax provision and effective tax rate was primarily due to the year-over-year change in the geographical distribution of income and varying tax regimes112113 - The company is evaluating the potential impact of the Pillar Two Framework (minimum effective tax rate of 15%), effective January 1, 2024, and January 1, 2025, on future income taxes and its Tax Receivable Agreement liability117 Note 18 – Related party transactions This note summarizes the company's balances and transactions with related parties, primarily concerning the Exquisite Financing and other receivables/payables Related Party Balances (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Amounts due from related parties | $518 | $217 | | Amounts due to related parties | $260 | $412 | | Prepaid expenses – related party | $2,311 | $2,250 | - The Exquisite Financing is the primary debt instrument with related parties118 Note 19 – Concentration risk This note discusses exposure to concentrations of credit risk from cash, derivatives, and accounts receivable, as well as customer and asset concentrations - The company manages credit risk by placing cash with highly rated financial institutions and evaluating counterparty creditworthiness for customers and derivative contracts119120 Customer Revenue Concentration (Percentage of Total Revenues) | Customer | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------- | :----------------------------- | :----------------------------- | | Customer A | 26% | 29% | | Customer B | 14% | 19% | - Approximately 21% of the company's fixed assets are located in Jamaica, with substantially all long-lived assets located outside the United States122 Note 20 – Commitments and contingencies This note outlines the company's legal commitments and contingencies, including future LNG purchase and capacity obligations Future LNG Purchase and Capacity Obligations (June 30, 2025, in thousands) | Year | Amount | | :---------------- | :--------- | | Remainder of 2025 | $188,532 | | 2026 | $667,825 | | 2027 | $737,614 | | 2028 | $956,533 | | 2029 | $949,354 | | Thereafter | $9,297,992 | | Total commitments | $12,797,850 | - Total costs incurred under take-or-pay or throughput obligations for the six months ended June 30, 2025, were $26.8 million, compared to no costs in the prior year125 Note 21 – Supplemental noncash disclosures for consolidated statement of cash flows This note provides supplemental cash flow information, including cash paid for taxes and interest, and a reconciliation of cash, cash equivalents, and restricted cash Supplemental Cash Flow Information (Six months ended June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------------ | :--------- | :--------- | | Cash paid for taxes | $10,264 | $13,070 | | Cash paid for interest | $25,598 | $29,855 | | Increase in capital expenditures included in accounts payable | $5,304 | $18,177 | Reconciliation of Cash, Cash Equivalents, and Restricted Cash (In thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Cash and cash equivalents | $425,998 | $537,522 | | Restricted cash – current | $3,245 | $2,612 | | Restricted cash – non-current | $14,838 | $14,361 | | Cash, cash equivalents, and restricted cash | $444,081 | $554,495 | Note 22 – Accumulated other comprehensive income This note details changes in accumulated other comprehensive income (AOCI) components, including translation adjustments, cash flow hedges, and equity method investee OCI share Changes in Accumulated Other Comprehensive Income (In thousands) | Item | At January 1, 2025 | At June 30, 2025 | Change | | :------------------------------------ | :----------------- | :--------------- | :----- | | Cumulative translation adjustment | $(581) | $(561) | $20 | | Qualifying cash flow hedges | $828 | $586 | $(242) | | Share of OCI in equity method investee | $255 | $88 | $(167) | | Total AOCI | $502 | $113 | $(389) | Note 23 – Subsequent events This note discloses significant events after the reporting period, including a dividend declaration and the signing of the One Big Beautiful Bill Act (OBBBA) - On July 31, 2025, the board approved a cash dividend of $0.08 per share of Class A Common Stock for the quarter ended June 30, 2025, payable September 4, 2025128 - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, modifying and making permanent certain business tax provisions, with the company currently assessing its impact129 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results, highlighting key performance drivers, the Jamaica Acquisition's impact, market trends, and liquidity - Excelerate owns and operates LNG and natural gas infrastructure assets globally, providing regasification services and integrated LNG solutions, with a business substantially supported by long-term, take-or-pay agreements132133 - The May 2025 acquisition of New Fortress Energy Inc.'s Jamaica Business for approximately $1.055 billion aligns with strategies to enhance long-term contract revenue, diversify geographic mix, and establish 'last-mile' LNG infrastructure136137138 - Global LNG trade volumes slightly decreased in Q2 2025 (101 MTPA) from Q1 2025 (108 MTPA), driven by a slowdown in global economic growth and reduced imports in regions like Japan140 Consolidated Financial Performance Highlights (In thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Change (YoY) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (YoY) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Revenues | $204,556 | $183,333 | $21,223 | $519,646 | $383,446 | $136,200 | | Net income | $20,765 | $33,277 | $(12,512) | $72,888 | $61,417 | $11,471 | | Adjusted EBITDA | $107,137 | $88,963 | $18,174 | $207,557 | $164,352 | $43,205 | - Net income decreased by $12.5 million for Q2 2025 primarily due to $27.7 million in transition and transaction costs for the Acquisition and a $9.7 million increase in interest expense, partially offset by $10.4 million from Jamaica operations and $8.6 million from extended commissioning time in Albania165 - Net income increased by $11.5 million for YTD 2025, driven by $17.1 million from drydocking of Summit LNG and Excellence in Q1 2024, $10.4 million from Jamaica operations, and $9.7 million from Albania power barge commissioning, partially offset by $31.3 million in Acquisition-related costs and $9.7 million in increased interest expense166 Cash Flow Statement Highlights (Six months ended June 30, in thousands) | Item | 2025 | 2024 | Change | | :------------------------------------------ | :--------- | :--------- | :------- | | Net cash provided by operating activities | $241,949 | $155,040 | $86,909 | | Net cash used in investing activities | $(1,125,499) | $(38,268) | $(1,087,231) | | Net cash provided by (used in) financing activities | $773,048 | $(63,082) | $836,130 | - Investing activities saw a significant increase in cash usage ($1.087 billion increase) primarily due to the Jamaica Acquisition and milestone payments for a newbuild FSRU199 - Financing activities increased by $836.1 million, driven by $800.0 million from the Debt Offering and $201.9 million from the Equity Offering, partially offset by debt repayments and issuance costs200 Future Contractual Obligations (June 30, 2025, in thousands) | Obligation Type | Next Twelve Months | Beyond | | :------------------------------ | :----------------- | :------------- | | LNG purchase and capacity obligations | $487,492 | $12,310,358 | | Long-term debt obligations | $33,128 | $1,096,452 | | Lease obligations | $67,666 | $384,069 | | Other purchase obligations | $284,285 | $725 | | Total commitments | $872,571 | $13,791,604 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, including interest rate, commodity price, and foreign currency exchange risks, and the use of derivative instruments to manage these exposures - The company is exposed to interest rate risk on variable-rate debt, partially hedged by long-term interest rate swap agreements. A hypothetical 100 basis point change in SOFR would impact the fair value of swaps by $1.1 million226227 - Commodity price risk arises from LNG purchase commitments, with no financial commodity derivative instruments outstanding as of June 30, 2025228 - Foreign currency exchange risk primarily affects expenses incurred in euros, Argentine pesos, Brazilian reals, and Bangladesh taka, with the fair value of currency hedges being immaterial as of June 30, 2025229 Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025232 - There have been no changes in internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting233 PART II. OTHER INFORMATION Item 1. Legal Proceedings This section incorporates by reference the disclosure concerning legal proceedings from Note 20 – Commitments and contingencies in Part I, Item 1 - Disclosure concerning legal proceedings is incorporated by reference to Note 20 – Commitments and contingencies235 Item 1A. Risk Factors This section states no material changes to risk factors previously disclosed in the company's 2024 Annual Report and the Form 10-Q for the quarterly period ended March 31, 2025 - There have been no material changes from the risk factors previously disclosed in the 2024 Annual Report and the Form 10-Q for the quarterly period ended March 31, 2025236 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable for this reporting period - This item is not applicable237 Item 3. Defaults Upon Senior Securities This item is not applicable for this reporting period - This item is not applicable238 Item 4. Mine Safety Disclosures This item is not applicable for this reporting period - This item is not applicable239 Item 5. Other Information This section provides information regarding trading plans of the company's directors and executive officers - During the three months ended June 30, 2025, none of the company's directors or executive officers adopted, modified, or terminated any Rule 10b5-1(c) trading plans or non-Rule 10b5-1 trading arrangements240 Item 6. Exhibits This section lists exhibits filed as part of this Quarterly Report on Form 10-Q, including amendments to credit agreements, indenture for senior notes, and certifications - Key exhibits include the Fifth Amendment to Amended and Restated Senior Secured Credit Agreement (April 21, 2025), Indenture for 8.000% Senior Notes due 2030 (May 5, 2025), and Certifications of Principal Executive and Financial Officers (Sections 302 and 906 of Sarbanes-Oxley Act)242 SIGNATURES Signatures This section contains the official signatures for the Quarterly Report on Form 10-Q, certifying its submission - The report was signed on August 11, 2025, by Dana Armstrong, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Excelerate Energy, Inc249
Excelerate Energy(EE) - 2025 Q2 - Quarterly Report